Compliance with laws, regulations, policies and procedures

The Board and Senior Management must:

• Comply with the letter and spirit of any applicable law, rule or regulation;
• Comply with the Insider Trading Regulations as laid down by SEBI and the Company;
• Comply with policies and procedures of the Company; and
• Encourage other officers and employees to do the same.

Confidentiality

The independent directors shall:-

• Any information acquired by the Board and Senior Management while performing their duties is confidential information of the Company which includes commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information and must be kept confidential. The Board and Senior Management must not disclose the information to a third party except where that disclosure is:
• (a) Authorized by the Board; or
• (b) Required by law or regulatory body (including a relevant stock exchange)
• The existence and details of any Board and Management information, discussions, and decisions that are not publicly known and have not been approved by the Board for public release are confidential information of the company and subject to paragraph

Protection and proper use of Company Assets

The independent directors shall :-

• The Company expects each Director and Senior Management to use all reasonable endeavors to protect any company Asset and to ensure its efficient use.
• A Director or Senior Management may only use a Company Asset for the legitimate business purpose approved by the Board.
• Each Director and Senior Management must immediately report any suspected fraud or theft of a Company asset for investigation.
• The Board, Senior Management, and all employees must pay particular attention to information technology aspects such as data protection and data security.

Fair Dealing

The Company expects the Board and Senior Management to:

• Deal fairly with employees, investors, customers, suppliers, competitors, auditors, lawyers, creditors or other advisors of the Company; and
• Encourage other employees and officers to do the same.
• The Board and Senior Management must not take unfair advantage of any employee, customer, supplier, competitor, auditor, lawyer or other advisors of the Company, creditor through illegal conduct, manipulation, undue influence, concealment, abuse of confidential information, misrepresentation of material facts or any other unfair dealing practice.
• The Board and Senior Management must promote a respectful workplace, culture that is free of harassment, bias, and discrimination of any kind.

Compensation from non-Company sources and Gifts

• The Board and Senior Management should not accept compensation (in any form) for services performed for the Company from any source other than the Company.
• The board and Senior Management may not offer, give or receive gifts from persons or entities who deal with the Company or its Holding company, where any such gift is being made in order to influence the actions or where acceptance of the gifts could create the appearance of a conflict of interest.

Reporting of illegal and unethical behavior

• The Board and Senior Management should promote ethical behavior and take steps to ensure that the company;
• (a) Encourages employees to talk to supervisors, managers, and other appropriate personnel when in doubt about the best course of action in a particular situation.
• (b) Encourages employees to report violations of laws, regulations or the company’s Code of Conduct to appropriate personnel.
• (c) Informs employees that the Company will not allow retaliation or reports made in good faith.

Violation and Compliance of the Code

• The Board and Senior Management are required to enforce this code as part of his/ her job and also of his/ her ethical responsibility.
• Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Senior Management should communicate any suspected violation of this Code to the Managing Director who in turn shall communicate it to the Chairman of the Audit Committee.
• Violations will be investigated by the Board or by persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.

Waiver and Amendment of the Code

The independent directors shall:-

• This Code is subject to modification at any time since the Company is committed to continuously reviewing and updating its policies and procedures in terms of extant guidelines and procedures, laid down by different statutory authorities.
• Any amendment/ inclusion or waiver of any provision of this Code shall be approved by the Company’s Board of Directors and must be promptly disclosed on the Company’s website.