Code of Conduct

The primary purpose of this document is to forward a unified code as a guidance and standard for the conduct of the Company and its employees and shareholders, in accordance with accepted best practices and directives.

This code sets out the way we do business and conduct ourselves and its compliance is mandatory across the organization. Any loss to the Company reputational, financial or otherwise due to non-compliance may trigger disciplinary action, up to and including termination of employment.

All employees are required to sign a compliance certification an annual basis. If you have any questions regarding code, please consult your Manager or Manager's Manager in the event of need. Following are the key elements of the Code of Conduct:

1.

Promote fair business practices
Understand and comply with applicable laws and regulations, relevant staff shall be trained periodically on all the applicable laws, particularly competition law. Participation in actions for restraint of trade, fixing of prices, volume etc or any form of activities restraining competition is strictly prohibited.

No conduct should give indication of unfair play or impairment of rights relating to counter parties.

2.

Avoid conflict of interest with the Company and private business:
Employee should maintain a clear distinction between corporate and private matters and affairs. Use of Company's tangible or intangible assets and resources outside Company's policy for personal gain and benefits is prohibited.

All procurement shall be made through a centralized procurement department in accordance with the defined SOPs.

At least three competitive bids shall be obtained from the pre approved suppliers or open market for the above mentioned services (where possible). Price comparative statement shall be prepared against competitive bids obtained from different suppliers;

All personnel involved in the procurement function shall endeavour to comply with Company policies. Actions leading to personal benefit whether financial or otherwise or direct / indirect are expressly forbidden. Any proprietary or confidential information such as pricing, specifications, conditions, etc., shall not be disclosed outside.

Do not work with another organization or business while in Company's employment.

Do not conduct personal activities in the work place and return all the Company's assets on termination of service.

3.

Respect for human rights, dignity and equal opportunity:
Understand and recognize human rights & dignity and its sensitivities. Respect individual's customs, cultures and beliefs. Child labour, forced labour, harassment and abuse, explicitly or implicitly is strictly prohibited and condemned. No discrimination on the basis of gender, cast, religion or on any basis except the merit and requirement of job providing equal opportunity to all the segments of society.

4.

Proprietary and Confidential information:
As a matter of principle information is to be shared on a need to know basis only. Sensitive information including trade secrets, confidential and proprietary rights shall be protected and properly used for the benefit of Company only, whether before or after the end of employment.

Do not make public statement or announcement on behalf of Company. This is a prerogative of Board to be exercised by the designated staff.

Do not infringe intellectual property rights belonging to others.

Disclosure of non-public information to outside parties is strictly forbidden. Use of an inside information for personal gain and profits is strictly prohibited through insider trading or otherwise.

5.

Open Communication:
In order to foster openness, integrity and reliability two way communication between employees and supervisor is encouraged in all aspects of work environment. When immediate supervisor is less responsive, with supervisor's manager.

6.

Place and Work environment:
Promote sustainable use of resource; maintain safe, secure and healthy working conditions. The company realizes the importance of work life balance and should endeavour to maintain and assist its employees to balance their work with other priorities of life and family commitments.

7.

Legal and ethical standards:
Never violate or evade law. Ensure compliance with all the applicable laws and rules. Report any unlawful activities or breach of law committed within the company. Bribery in any form or shape is strictly prohibited.

It is prohibited to:

► Provide gifts and economic benefits to public officials or other is similar position.
► Pay fees to agent or consultant when it is known, that part of fee will be used to wrongfully gain influence with public officials
► Provide gifts, entertainment or any other benefit to customers, employees etc in excess of accepted social and business norms.

Bribery and any other form of unethical business practice shall be prohibited. Bribery not only violates our code of conduct – it violates the law. The Company shall not use illegal payments, bribes, kickbacks or other questionable inducements to influence government policy or any business transaction.

8.

Compliance
Always comply with laws, rules, regulations, international standards and internal regulations in the business conduct an reporting, and the conduct to take into account generally accepted standards for the conduct of business

9.

Participation in politics:
Individuals are free to participate in politics in their personal life but that should not in any manner be reflected in their official and company's activities. Political donations of all kinds and shape are prohibited.

10.

Irregular conduct fraud, deception and Violation of code
Employee detecting and suspecting any incident of irregular conduct, fraud, deception or violation of code is encouraged to bring it to the notice of their Supervisor, if such Supervisor is not responsive to the next level of Manager. This may also be communicated anonymously.

Supervisors are mandatorily required to report such matter, when it comes to their knowledge, to Company Secretary-CS and Internal Auditor- IA and if the matter pertains CS or IA to Managing Director (MD).

Superiors receiving such information are required to maintain the name of reporting person confidential unless explicitly allowed to share the name or if it is disadvantageous for the reporting person.

Reporting person should be treated properly and any improper treatment should be notified to the Company Secretary or the Head of Audit immediately for remedial action.

Procedures for "Speak up" to be developed and shared with all the employees.

11.

Related Party Transactions:
All commercial transactions between the Company and related parties shall be based on arm's length basis unless otherwise approved by the Board;

The record of all related party transaction shall also be placed before the Board of Directors at each Board meeting for formal approval;

The Company shall not enter into a transaction where pricing would be difficult to justify;