Shareholding Pattern

Code of Conduct For Directors and Senior Management

1. Introduction

GKB Ophthalmics Limited is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. All the Board Members and Senior Management of the Company are expected to comply  with this Code.

2. Guidelines for Conduct

This Code is applicable to all the Board of Directors of the Company and the Senior Management which would comprise all members of management reporting directly to the Managing Director, including all functional heads.

The Directors/Senior Management should seek to use due care in the performance of their duties, be loyal to the Company, act in good faith and in a manner they reasonably believe to be not opposed to the best interests of the Company.

3. Honest and Ethical Conduct

The Directors/Senior Management shall act in accordance with the highest standards of personal and professional integrity, honest and ethical conduct not only on Company’s premises and offsite but also at Company sponsored business, social events as well as any places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.


In carrying out their duties and responsibilities, the Directors/Senior Management should avoid:
(a) Appropriating corporate business opportunity for themselves that are discovered through the use of Company property or information or their position as Directors/Senior management;
(b) Using company property or information , or their position as Director/Senior Management, for personal gain;
(c) Competing with the Company.


Each Director/Senior Management should endeavor to avoid having private interests interfere with :
(i) T he interests of the Company or
(ii) Their ability to perform their duties and responsibilities objectively and effectively.
Directors/Senior management should make a full disclosure  to the entire Board of any transaction or relationship that such Directors/Senior Management reasonably expect could give rise to an actual conflict of interest with the Company and  seek the Board’s authorization to pursue such transactions or  relationships.


In carrying out their duties and responsibilities, Directors/Senior Management should endeavor to ensure that Management is causing the Company’s assets, proprietary information and  resources to be used by the Company and its employees only for legitimate business purposes of the Company.


The Director’s/Senior management shall maintain the  confidentiality of Confidential Information of the Company or that of any customer, supplier or business associates of the Company to which Company has a duty to maintain confidentiality, except  when disclosure is authorized or legally mandated.

The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or   advantage of any Directors/Senior Management or anyone other than the Company.


In carrying out their duties and responsibilities, Directors/Senior  Management should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers , suppliers and employees. They should act in good faith, with due care, competence and diligence, in the best interests of the Company and fulfill their fiduciary obligations. Directors/Senior Management should not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.


In carrying out their duties and responsibilities, Directors/Senior Management should comply, and endeavor to ensure that the Management is causing the Company to comply, with applicable laws, rules and regulations.


Directors/Senior Management should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company’s securities. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without pre-clearance from the Company’s compliance officer.
Directors/Senior Management should direct questions regarding the application or interpretation of these guidelines to the Company Secretarial/Compliance Officer.


Directors/Senior Management should endeavor to ensure that management is causing the Company to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel. Directors/Senior Management should endeavor to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company’s Code of Conduct.


If any Director/Senior Management who knows of or suspect of a violation of applicable laws, rules or regulations or this Code of Conduct, he/she must immediately report the same to the Board of Directors or to the Chairman of the Audit Committee thereof.Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations should be appropriately investigated.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the Senior  Management or such other action as provided under the Companies Act, 1956 against the   Directors. The Company’s Board or any Committee/person designated by the Board for this purposes shall determine appropriate action in response violations of this Code of Ethics.

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person/committee authorized by the Board of the Company.


The Company is committed to continuously reviewing and updating its Code, Policies and Procedures. Any amendment or waiver of any provision of this Code must be pre-approved in writing by the Company’s Board of Directors and promptly  disclosed in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.


The Directors and Senior Management personnel shall read and fully understand this code of conduct and comply with the policies, procedures and principles contained therein. Date : September 4, 2004


The Audit committee has decided to set up a vigil mechanism for Directors and  employees and the same was approved by the Board of Directors at their meeting held on May 30, 2014. It provides for a formal mechanism to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, without fear of reprisal. It also provides for direct access to various Authorities including the Chairman of the Audit Committee.

Place : Mapusa-Goa
Date : September 4, 2004