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CODE OF BUSINESS CONDUCT AND ETHICS FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Ethical Business Conduct is critical to our business. We, the employees of this organization, are committed to adhere to the highest standards of integrity – professional and financial – and business ethics while conducting operations of our company.

The Code of Conduct described herein below are applicable to the members of the Board of Directors whether executive or non-executive and all the officers of the company from the rank of Manager and above.

The Code

All Board Members and the officers from the rank of Managers and above :

  1. Conflict of Interest : Without the prior approval of the disinterested members of the Board, shall avoid apparent conflict of interest. Conflict of interest may exist when we have personal interest that may have a potential conflict with the interest of the company at large. Illustrative cases are :
    i) Related Party Transactions : Entering into any transactions or relationship with the company in which we have a financial or other personal interest (either directly or indirectly such as through a family member or other person or other organization with which we are associated).
    ii) Outside Directorship : Accepting Directorship on the Board of any other company that compete with the business of the company.
    iii) Consulting/Business/Employment : Engaging in any activity (be it in the nature of providing consultancy service, carrying on business, accepting employment ) which is likely to interfere or conflict with our duties/responsibilities towards Company. We should not invest or associate ourselves in other manner with any supplier, service provider or customer of the company.
    iv) Use of Official position for our personal gains : We should not use our official position for our personal gains.
  2. Use of Company Assets : Shall use Company equipment and assets for company business purpose only. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated without appropriate authorization.
  3. Know and respect existing laws : Shall comply fully all existing local, state, national and international laws. We should also obey the policies, procedures, rules and regulations of the company. If one decides to violate a law or rule because it is viewed as unethical, or for any other reason, one must fully accept responsibility for one’s action and for the consequences.
  4. Obligations under Securities Laws “Insider Trading” : Shall not use un-published price sensitive information to derive profit by buying or selling securities ourselves and not to tip others to enable them to profit or for them to profit on our behalf. We shall comply with the Company’s Insider Trading Rules, follow the pre-clearance procedures for trading and trade only during a trading window.
  5. Protecting Confidential Information : The Company’s confidential information is a valuable asset. All Confidential information must be used for Company business purposes only. This obligation extends to confidential information of third parties, which the Company’s has rightfully received under Non-Disclosure Agreements.
  6. Excellence : It depends on individuals who take responsibility for acquiring and maintaining professional competence. We must strive to achieve the highest quality, effectiveness and dignity in all that we are responsible for each day.
  7. Contribute to society and human well being : We must attempt to ensure that the products of our efforts will be used in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe social environment, human well-being includes a safe natural environment. Therefore, all of us who are accountable for the design, development, manufacture and promotion of company’s products, must be alert to, and make others aware of, any potential damage to the local or global environment.
  8. Observe Corporate Discipline : What it means is that though there is a free exchange of opinions in the process of arriving at a decision, but after the debate is over and a policy consensus has been established, all are expected to adhere and abide by it, even when in certain instances we may not agree with it individually. In some cases policies act as a guide to action, in others they are designed to put a constraint on action. We all must learn to recognize the difference and appreciate why we need to observe them.
  9. Free and Fair Competition : We must not knowingly make false or misleading statements regarding our competitors or the products of our competitors, customers or suppliers. We should not under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. Competitions laws also govern, usually strictly relationship between the Company and the competitors.
  10. Be upright and avoid any inducements : Neither directly nor through family and other connections indirectly, should we solicit any personal fee, commission or other form of remuneration arising out of transactions involving Company. This includes gifts or other benefits of significant value, which might be extended at times, to influence business-especially during bulk purchase of commodities for the organization or awarding a contract to an agency etc.
  11. General :
    i) Be honest and trustworthy and provide full disclosure of all pertinent limitation and problems.
    ii) Provide a work environment free of unlawful harassment based on race, religious creed, color, national origin, marital status, age, sexual orientation or any other basis.
    iii) Prohibiting Drug and Alcohal abuse.
    iv) Using company funds only for company business purposes.
    v) Accessing all required information to the company’s auditors and other authorized persons and Government agencies.
    vi) Practicing integrity in relationship with colleagues.
    vii) Conducting ourselves, both on and off duty, in a manner that reflects credit to the company.

NO RIGHT CREATED : This code sets forth the guidelines for conduct for the Board Members and Senior Management Personnel. It is not intended to nor does it create any right in favour of any Board Member or Senior Management Personnel, client, supplier, customer, shareholder or any other person or entity.

WAIVER AND AMENDMENT: Any waiver of any provision of this code of Business Conduct and Ethics for a member of the Company’s Board of Directors must be approved in writing by the Company’s Board of Directors and any waiver of any provision of this code for a Officer from the rank of Manager and above must be approved in writing by the Managing Director.

The Company may update the code from time to time. Upon revision of this code, the Board of Directors and Senior Management Personnel shall acknowledge and execute an understanding of the code.

ACKNOWLEDGEMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS : Please sign the acknowledgement form at the end of this code of Business Conduct and Ethics and return the same to the HR Department indicating that you have received, read, understood and agreed to comply with the code of Business Conduct and Ethics.

By order of the Board.

PARDEEP NANDAL
(COMPANY SECRETARY)