This Code is intended to serve as a basis for Ethical decision making in the conduct of the business of the Company.

This Code in principle is applicable to the Board Members and Senior Management personnel of the Company, who will include all Members of Management one level below Board of Directors including all functional heads. Strict adherence of this Code by these categories of personnel is expected to influence employees at all levels to emulate the virtues in discharge of their day-to-day activities.

Honesty is an essential component of trust. Without trust an organisation cannot function effectively. All of us are expected not to make deliberately false or deceptive claims about our products or systems but instead provide full disclosure of all pertinent limitations and problems.

The values of equality, tolerance, respect for others and the principles of equal justice govern this imperative. Discrimination on the basis race, sex, religion, age, disability, national origin or other factors is an explicit violation of this Code.

In our relationships with colleagues, we should treat them with respect and in good faith in the same way we ourselves would expect them to treat us.

Honour confidentiality.

The principle of honesty extends to issues of confidentiality of information. The ethical concern is to respect all obligations of confidentiality to all stakeholders unless discharged from such obligations by requirements of law or other principles of this Code.

We, therefore, will maintain the confidentiality of all material non-public information about Company’s business and affairs.

We must live the Company’s values each day. For quick reference our core values are:

We accept personal responsibility and accountability to meet business needs.

We are all leaders in our area of responsibility with a deep commitment to deliver results. We are determined to be the best at doing what matters most.

People are our most important assets. We add value through result driven training and encourage and reward excellence. We work together on the principle of mutual trust and transparency.

We always endeavour to have understanding of consumer needs and develop products to fulfill such needs to their full satisfaction. Continuous innovation in products and processes is the basis of our success.

We are committed to achieving business success with integrity.

Excellence is perhaps the most important obligation of any business/ profession. We must strive to achieve the highest quality, effectiveness and dignity in all that we do each day. Excellence depends on individuals who take responsibility for acquiring and maintaining professional competence. We must participate in setting standards for appropriate levels of competence, and strive to achieve those standards on a continuous basis.

Organisational leaders are responsible for ensuring that a conductive environment is created for fellow employees to encourage and enable them delivering their best. We all, therefore, are responsible for ensuring human dignity of all our colleagues, which will result in their personal and professional development.

Neither directly nor through family and other connections indirectly, should we solicit any personal gain through fee, commission or other form of remuneration arising out of transactions involving the Company.

Our flow of communication is not rigid and people are free to express themselves at all levels. However, this informality should not be misunderstood. 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.

All of us are expected to conduct ourselves, both on and off-duty, in a manner that reflects credit to the Company. The sum total of our personal attitude and behavour has a bearing on the standing of the Company and the way in which it is perceived within the organisation and by the public at large.

We must keep in mind at all times that we are accountable to our stakeholders.

"Inside information" gained relating to the Company must not be used for personal gains. We undertake to abide by the Company’s Code of Conduct for prevention of insider trading.

It is our responsibility to follow the Company’s Risk Management Framework to identify the business risks that surround our functions or areas of operation and to assist in the Company-wide process of managing such risks, so that Company may achieve its wider business objectives. All of us should continuously ask ourselves "What can go wrong and what am I doing to prevent it from going wrong".

We all are perceived as Trustees of Company’s properties, funds and other assets. We, therefore, must safeguard and protect the Company’s assets by putting in place proper internal control systems and procedures and effectively insuring the same. Company equipment and assets are to be used for Company business purposes only and no unauthorised use thereof be made.

Every Company employee is personally responsible for all Company funds over which he or she exercises control. Company funds must be used only for Company business purposes. Every Company employee, agent and contractor must take reasonable steps to ensure that the Company receives good value for Company funds spent, and must maintain accurate and timely records of each and every expenditure. Expense reports must be accurate and submitted in a time bound manner.

The purpose of this policy is to make certain that employees utilise electronic communication devices in a legal, ethical, and appropriate manner. This policy addresses the Company’s responsibilities and concerns regarding the fair and proper use of all electronic communication devices within the organization, including computers, e-mail, and connections to the Internet. It is not possible to identify every standard and rule applicable to the use of electronic communication devices. Employees are therefore expected to use sound judgement whenever using any feature of Company’s communication systems.

The purpose of this policy is to set forth and convey the Company’s business and legal requirements in maintaining records. The Company is required by applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records.

The Company’s responsibilities to its stakeholders and the investing public require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. All required information shall be accessible to the Company’s auditors and other authorised persons and Government agencies.

As Board members:

1. We undertake to actively participate in meetings of the Board and of the Committees thereof on which we serve.
2. We undertake to inform the Chairman of the Board of any changes in our other Board positions, relationship with other businesses (including charitable) and other events/ circumstances/ conditions that may interfere with our ability to perform our Board/ Board Committee duties or may impact the judgement of the Board as to whether we meet the independence requirements of Listing Agreement with Stock Exchanges.
3. We undertake that without prior approval of the disinterested members of the Board, we will 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 can be:

1. Related Party Transactions

Entering into any transactions or relationship with a company or its subsidiaries 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 organisation with which we are associated).

2. Outside Directorship

Accepting Directorship on the Board of any other Company that competes with the business of the Company.

3. Consultancy/ 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 the Company. We should not invest or associate ourselves in any other manner with any supplier, service provider or customer of the Company.

4. Use of official position for our personal gains

The future of the organisation depends on both technical and ethical excellence. Not only it is important for us to adhere to the principles expressed in this Code but each of us should encourage and support adherence by other employees.

Adherence of professionals to a Code of ethics is largely a voluntary matter. However, if any of us do not follow this Code by engaging in gross misconduct, the matter would be reviewed by the Board and its decision shall be final. The Company reserves the right to take appropriate action against the guilty employees.

This Code is subject to continuous review and updation in line with any changes in law, changes in Company’s philosophy, vision, business plans or otherwise as may be deemed necessary by the Board.