In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:

The term “Board Members” shall mean the Directors on the Board of Directors of the Company.

The term “Whole-time Directors” shall mean the Board Members who are in whole-time employment of the Company.

The term “Non-Whole-time Directors” shall mean the Board Members who are Part-time Directors and not in whole time employment of the Company

The term “Relative” shall mean ‘relative’ as defined in Section 2(77) of the Companies Act, 2013 read with Rule 4 of Companies (Specification of Definitions Details) Rules, 2014.

The term “Senior Management Personnel” shall mean personnel of the Company who are members of its core management team excluding Board.

The term “the Company” shall mean HPCL.

In this Code words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.

This Code shall be applicable to the following persons:

All Whole-time Directors

All Non-Whole time Directors including Independent Directors under the provisions of law.

Senior Management Personnel

The Board Members and the Senior Management Personnel shall act within the authority conferred upon them, keeping the best interests of the Company and observe the following:

• Shall act with care, skill, diligence and integrity.
• Shall act in good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised.
• Shall not involve in taking any decision on a subject matter in which a conflict of interest arises or which in his opinion is likely to arise.
• Shall avoid conducting business with (a) a relative or (b) a Private Limited Company in which he or his relative is a Member or a Director (c) a Public Limited Company in which he or his relative holds 2% or more shares or voting right and (d) with a firm in which the relative is a partner, except with the prior approval of the Board.
• Shall not have any personal and/or financial interest in any business dealings concerning the Company.
• Shall avoid any dealings with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company.
• Shall not hold any positions or jobs or engage in outside businesses or other interests that are prejudicial to the interests of the Company.
• Shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity.
• Shall not make any statement which has the effect of embarrassing the relations between the Company and the public including the stakeholders.
• Shall not commit any offence involving moral turpitude or any act contrary to law or opposed to public policy resulting in a conviction.
• Shall comply with the Insider Trading Code of the Company.
• Shall keep in confidence all sensitive information concerning the Company’s business, its customers, suppliers, etc
• Shall not provide any confidential information either formally or informally, to the press or any other publicity media, unless specifically authorized.
• Shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.
• Shall be held accountable for fully complying with this Code.

Duties:

The independent directors shall—

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

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.

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

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

strive to attend the general meetings of the company.

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.

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

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

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.

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.

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

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

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.

Board Members and Senior Management Personnel shall comply with all applicable laws, rules and regulations.

Unless specifically permitted, the whole-time Directors, and Senior Management Personnel shall not serve as Director or in any other position of any other Company or as Partner of a Firm that is engaged in a competing business with the Company.

The Board Members shall make disclosure to the Board of Directors and Senior Management Personnel shall make disclosure to the Chairman and Managing Director/Competent Authority under the provisions of Accounting Standard 18 governing related party transactions.

The provisions of this Code can be amended/ modified by the Board of Directors of the Company from time to time and all such amendments/ modifications shall take effect from the date stated therein.

Pursuant to Regulation 46 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, this Code and any amendments thereto shall be posted on the website of the Company.

It terms of Regulation 26 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year. A proforma of Annual Compliance Report is annexed to this Code as Appendix-I.. The Annual Compliance Report shall be forwarded to the Company Secretary.

In case of breach of this Code by the Non Whole time Directors, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.

In case of breach of this Code by the Whole time Directors and Senior Management Personnel, the same shall be dealt with in accordance with the CDA Rules of the Company.

All Board Members and Senior Management Personnel shall acknowledge the receipt of this Code or any modification(s) thereto, in the prescribed acknowledgement form annexed to this Code vide Appendix-II and forward the same to the Company Secretary

SEE APPENDIX -I
SEE APPENDIX -II