DCM Financial Services Ltd. — Governance Information 2021

May 26, 2021

DCM Financial Services Limited (“DCM”) [CIN: L65921DL1991PLC043087] Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

PREAMBLE:

This Code of Conduct (“the Code”) shall be called ‘Code of Conduct for Board of Directors and Senior Management of ‘DCM Financial Services Limited’ (hereinafter referred to as “the Company”)

The Code has been framed in compliance with the Regulation 17(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) which stipulates that the Board of Directors of every listed company shall lay down a code of conduct for all Board members and Senior Management personnel of the Company.

“Senior Management” shall mean officers/personnel of the Company who are members of the core management team excluding the Board of Directors and shall comprise all members of Management one level below the Chief Executive Officer/Managing Director/Whole Time Director/Manager (including Chief Executive Officer/Manager, in case they are not part of the Board) and shall specifically include Company Secretary and Chief Financial Officer.

As per Regulation 46(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) this code of conduct shall be posted on the website of the Company.

The conduct of directors is in accordance with the articles of association of the company; but in no case should contravene the duties specified by the law.

Directors, being trustees of shareholders, have fiduciary relationship with them. As such, the directors have fiduciary duties towards the company. The Companies Act, 2013 has codified these fiduciary duties which though were not explicitly stated under the previous law, were implied in view of the fact that directors are in a fiduciary relationship with the company and its members the duties of a director as specified under section 166 of the Companies Act, 2013

OBJECTIVE:

The Company is committed to protecting and enhancing stakeholders’ value, meeting its contractual obligations and conducting its affairs ethically and lawfully. In keeping with the core values of the organization, the Board of Directors of the Company has adopted this Code of Conduct (“Code”) together with the, policies & procedure that are intended to guide Directors and Senior Management of the Company in the performance of their duties and responsibilities and ensure compliance with the

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”) [CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

Company’s commitment to ethical and lawful conduct.

APPLICABILITY:

The code shall be applicable to:

All Directors & Senior Management personnel are expected to comply with the code in letter and spirit. They are also required to affirm compliance on an annual basis.

The Independent / Non-Executive Directors to the extent that it does not conflict with or is prejudicial to the interest to the Company. Subject to the foregoing and in accordance with the following paragraphs, the Independent / Non-Executive Directors of the Company shall not be precluded from taking up outside assignments / directorships in other companies.

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DEFINITIONS:

In this Code, unless the context otherwise requires:-

“Company” means ‘DCM Financial Services Limited’

“Code” means this ‘Code of Conduct’.

“Directors” mean a member of the Board of Directors of the Company including nominees of any institution or organisation or body.

“Board” means the Board of Directors of the Company.

“Senior Management” means personnel of the Company who are members of its core management team excluding Board of Directors i.e. all members of management one level below the Executive Director, including all functional heads.

“Compliance Officer” shall mean the Company Secretary of the Company and in his/her absence any senior officer, so designated by the Board for the purpose of compliance with the Code.

CODE OF CONDUCT:

A. ACCOUNTABILITY

The Directors/Senior Management personnel shall discharge their duties in good faith and integrity in business judgment and in the best interests of the Company and its stakeholders. They are expected to use their best endeavors and organize the resources for advancing the Company’s objectives. They shall act ethically,

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087] Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

honestly, diligently and in good faith to protect the Company’s properties, brand equity and Image. They shall act in good faith, responsibly, with due care, competence and diligence and without allowing their independent judgment to be subordinated. They shall act in the best interests of the Company and fulfill their fiduciary obligations.

B. CONFLICT OF INTEREST

Directors/Senior Management personnel shall not engage in any business, relationship or activity, which may be in conflict with the interests of the Company. Notwithstanding anything contain herein, an Independent / Non- Executive Director shall have the full liberty to persue his/ her independent professional/ business/ employment activities and/ or to assume office(s) of director/ trustee. Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Below are the common circumstances that may lead to a conflict of interest, actual or potential: –

1. They should not engage in any activity/employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.

2. They and their immediate families should generally refrain from investments in such companies/ entities whereby their responsibility to the Company is compromised.

3. They should avoid conducting Company business with a relative or with a firm/company in which a relative/related party is associated in any significant role. If such related party transaction is unavoidable, it must be fully disclosed to the board of the Company. Transactions/ dealing done on arm’s length basis shall not be considered to be conflict of interest.

C. COMPLIANCE

All applicable laws, rules and regulations shall be complied with. In order to assist the Company in promoting lawful and ethical behavior, any possible violation of laws, rules, regulations or the code of conduct shall be reported to the Board of Directors through the Company Secretary.

D. OTHER DIRECTORSHIPS:

The Directors must disclose their Directorship, Committee membership on the Board of other companies and substantial shareholding in other companies to the Board on an ongoing basis.

E. CONFIDENTIALITY OF INFORMATION:

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

Any information concerning the Company’s business, performance, its customers, suppliers, etc., which is not in the public domain and to which the Directors/Senior Management personnel have access or possesses such information must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required under any law. No Director /Senior Management personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized. Confidential information include but are not restricted to:

• a. Information not yet released to the public;

• b. Unpublished company strategy;

• c. Current or future R&D programs, technical breakthroughs and/or inventions;

• d. Investments, planned mergers or acquisitions;

• e. Information received from customers or partners;

• f. Unpublished Financial data either actual or forecasted;

• g. Employee information.

F. INSIDER TRADING:

Director/Senior Management personnel shall not derive benefit or assist others to derive benefit by giving investment advice based on unpublished price sensitive information (defined in SEBI (Prohibition of Insider Trading) Regulations, 2015) about the company and therefore constituting insider information. All Directors/Senior Management Personnel shall comply with SEBI (Prohibition of Insider Trading) Regulations, 2015 and insider trading policy of the Company.

G. EQUALITY

All attempts should be made to maintain equity and fair justice while dealing on behalf of the Company. The Directors/Senior Management personnel shall be committed to provide a work environment free from unlawful discrimination, harassment and intimidations of any nature. Any kind of harassment and discrimination based on gender, religion, age, sex, national origin and other such characteristics shall be strictly prohibited. They shall strive for maintaining a safe workplace by following safety and health rules and practices.

H. CONSUMER/ INVESTOR FOCUS:

The Directors/Senior Management personnel shall focus on customer/ investor satisfaction. They shall ensure that the communications given are accurate and truthful and do not deliberately omit important facts or shall not be of misleading nature.

I. TEAM WORK AND SPIRIT:

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. Best efforts shall be made to contribute to an environment that builds confidence and empowers people through personal and professional growth. They shall attempt that the teams grow together through collaborative working, skills development, and knowledge sharing and learning from each other. Employees being invaluable assets shall be motivated to achieve higher goals.

J. CORPORATE OPPORTUNITY:

Except as approved by the Board, the Directors/Senior Management personnel are prohibited from: a. taking any personal opportunities directly or indirectly that belong to the Company or are discovered through the use of Company’s property, information or position; and b. Using the Company’s property, information or position for personal gain/advantage or to cause detriment to the Company. Notwithstanding anything contain herein, an Independent / Non- Executive Director shall have the full liberty to persue his/ her independent professional/ business/ employment activities and/ or to assume office(s) of director/ trustee.

K. GIFT & DONATIONS:

No Director/Senior Management Personnel of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended to obtain business favors. Subject to this clause, nominal gifts of commemorative nature, for special events/ achievements or in the course of social relations and normal business courtesies may be accepted/ given.

L. SAFEGUARDING COMPANY’S ASSETS:

The use of Company’s assets for illegal or non-ethical business purposes shall be strictly prohibited. Protecting the Company’s assets regardless of whether the same is tangible or intangible is the responsibility of each Director/Senior Management person.

M. FINANCIAL RECORD KEEPING & REPORTING:

It is critical to ensure that all transactions are properly identified, analyzed and recorded. Regardless of whether a Director/Senior Management person is directly involved in financial reporting or accounting, most come into contact with financial transactions directly or indirectly. All reasonable efforts are expected to ensure that all business records and reports are accurate, complete and reliable.

N. PERIODIC REVIEW

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

Upon revision of this Code, every Director and Senior Management personnel must accord consent to comply with revised Code. New Directors and New Senior Management personnel shall accord their consent while joining the Board and Company.

O. NO EXPLOITATION OF SITUATION FOR PERSONAL GAIN

Every Director and senior management personnel must ensure that he/she does not exploit opportunities arising out of the place of work or in course of work, for personal gain.

P. DISCLOSURE OF INTEREST

The Directors shall promptly disclose at the time of their appointment and subsequently whenever there is a change, their interest in other companies and body corporates in compliance with applicable laws.

The Directors and Senior Management shall also promptly disclose their relationships with other individuals, firms or body corporate wherever such relationship may affect their independence of judgment while performing their duties and responsibilities towards the Company.

Q. DECLARATION FOR COMPLIANCE WITH THE CODE

The members of the Board and Senior Management shall affirm the compliance with the Code on an annual basis and shall sign a confirmation to that effect as per the format set out in Annexure I .

The annual report of the Company shall carry a declaration signed by the CEO /Managing Director/Wholetime Director of the Company stating that the members of Board and Senior Management have affirmed compliance with the Code.

DUTIES OF DIRECTORS:

Without limiting the details of the duties mentioned in the Companies Act, 2013, the Listing Regulations as per SEBI(LODR) Regulations,2015, SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct for Prevention of Insider Trading framed there under and other applicable laws, the duties of a director are as under: In terms of Section 166 of the Companies Act, 2013, a director shall:

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

1. act in accordance with the articles of the Company;

2. act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment;

3. exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment;

4. not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company;

5. not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;

6. Shall not assign his office and any assignment so made shall be void.

Further in terms of para III (Duties) of Schedule IV of Companies Act, 2013, the Independent Directors shall:

1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;

3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;

5. strive to attend the general meetings of the Company;

6. where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

7. keep themselves well informed about the Company and the external environment in which it operates;

8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

10. ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

11. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;

12. acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

13. not disclose confidential information, including commercial secrets, technologies,

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Notwithstanding anything contained in the Companies Act, 2013, an independent director or a non-executive director (not being promoter or key managerial personnel), shall be held liable, only in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through business processes, and with his consent or connivance or where he had not acted diligently.

AMENDMENT/ MODIFICATION/ WAIVER:

This code may be amended, modified, varied or waived by the Board as may be deemed necessary in the interests of the Company and subject to the provisions of applicable laws, regulations or guidelines. As a general policy, the Board will not grant any waiver of this code.

REPORTING:

While every Director/Senior Management person has to himself ensure compliance with this code, any instance of violation or possible violation of this code by the concerned Director/ Senior Management person or by any other Director/ Senior Management person shall be immediately reported to the Board through the compliance officer. In case of any doubt as to the best course of action, the concerned Director/ Senior Management person should promptly contact the compliance officer.

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Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087] Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

ANNEXURE-I

DECLARATION FOR COMPLIANCE OF CODE OF CONDUCT

I, ___, being CEO/Managing Director/Whole Time Director of the Company do hereby declare that all the Directors and Senior Management Personnel have affirmed compliance with the code of the conduct of the company for the financial year ended on March 31, ___.

Date: Place:

Designation

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”) [CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

CODE FOR INDEPENDENT DIRECTORS AS PER SCHEDULE IV READ WITH SECTION 149(8) OF THE COMPANIES ACT 2013

The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent Directors.

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I. GUIDELINES FOR PROFESSIONAL CONDUCT

An Independent Director shall:

• a. uphold ethical standards of integrity and probity;

• b. act objectively and constructively while exercising his duties;

• c. exercise his responsibilities in a bona fide manner in the interest of the Company;

• d. devote sufficient time and attention to his professional obligations for informed and balanced decision making;

• e. not allow any extraneous considerations that will vitiate his exercise of objective;

• f. exercise independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

• g. not abuse his position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

• h. refrain from any action that would lead to loss of his independence; where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly; and

• i. assist the Company in implementing the best corporate governance practices.

II. ROLE AND FUNCTIONS

The independent Directors shall:

• a. help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

• b. bring an objective view in the evaluation of the performance of board and management;

• c. scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

• d. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

• e. safeguard the interests of all stakeholders, particularly the minority shareholders;

• f. balance the conflicting interest of the stakeholders;

• g. determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;

• h. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

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III. DUTIES

The independent directors shall:

• a. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

• b. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

• c. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

• d. participate constructively and actively in the committees of the Board in which they are chairpersons or members;

• e. strive to attend the general meetings of the company;

• f. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

• g. keep themselves well informed about the company and the external environment in which it operates;

• h. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

• i. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

• j. ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

• k. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

• l. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”) [CIN: L65921DL1991PLC043087] Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

m. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. MANNER OF APPOINTMENT

Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

The appointment of independent directors shall be formalized through a letter of appointment, which shall set out:

• a. the term of appointment;

• b. the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;

• c. the fiduciary duties that come with such an appointment along with accompanying liabilities;

• d. provision for Directors and Officers (D and O) insurance, if any;

• e. the Code of Business Ethics that the company expects its directors and employees to follow;

• f. the list of actions that a director should not do while functioning as such in the company; and

• g. the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”) [CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

V. RE-APPOINTMENT

The re-appointment of independent director shall be on the basis of report of performance evaluation.

VI. RESIGNATION OR REMOVAL

The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

All the independent directors of the company shall strive to be present at such meeting;

The meeting shall:

• A. review the performance of non-independent directors and the Board as a whole;

• B. review the performance of the Chairman of the company, taking into account the views of executive directors and non-executive directors;

• C. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. EVALUATION MECHANISM

The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

Code Conduct for Directors and Senior Management | Version 1

DCM Financial Services Limited (“DCM”)

[CIN: L65921DL1991PLC043087]

Registered Office: D 7/3, Okhla Industrial Estate, Area - II, New Delhi-110020

On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

For DCM Financial Services Limited

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Shantanu Deveshwar Wholetime Director

Code Conduct for Directors and Senior Management | Version 1