The Corporate Values & Beliefs

The Corporate Values & Beliefs Good Corporate Governance rests on ethical business behaviour of being fair and civic minded, fulfilling duties to the varied stakeholders and building integrity and faith across all its operations. It ensures application of sound business principles keeping in view the interest of shareholders, health and welfare of employees, needs of customers, and all other stakeholders. This calls for greater responsibility requiring openness, transparency and accountability.

The Company endeavours to develop ethical behaviour – through tradition, value based systems and commitment to the letter and spirit of laws of the society in which it operates. Based on the collection of values and beliefs, the Code is a comprehensive template of ethical and responsible behaviour for guiding the Company’s actions and decisions. It is supplementary in nature and supportive to the core values underlying the corporate objectives. The Company has been applying several measures for checks and balances and have put in controls and processes commensurate with the size and nature of activities of the Company.

An Audit Committee was also constituted with independent directors bringing more accountability at all levels. The Company endeavours to uphold good corporate governance and direct its practices towards ensuring transparency, full disclosure, independent monitoring and being fair to all. The Company firmly believes that such ethical practices will strengthen the stakeholders trust and enable the company to attract financial and human capital, perform efficiently and attain the underlying goal of maximizing long-term value for shareholders.

The Company remains committed to laying strong emphasis on Corporate Governance and will continue its efforts towards raising the standards keeping pace with the changing economic environment. Objective The Company seeks to attain the highest level of standards in conducting its business and uphold good governance practices and corporate social responsibilities. In this context, the Company strives to direct its activities in all areas of business in line with the economic environment.

Through these committed efforts, the Company endeavours to maintain high standards of ethical business behaviour and build trust amongst consumers, employees, shareholders and the community for sustainable growth and development. Underlying Core values The company shall uphold the core values underlying its business activities and growth, viz. Integrity through fairness, honesty and transparency; Understanding by caring respect, compassion and humanity. Excellence through the highest possible standards & quality of work; Unity through strong relationships based on tolerance, understanding and mutual cooperation.

Responsibility in the dealings with people, community and society. National interest The Company shall direct its business activities keeping in view the benefit towards economic development of the society in which it operates. It shall ensure that none of its activities adversely affect or defeat the objectives nor is detrimental to the interest of the nation or have any adverse impact on society or life of its citizens. The business activities shall be conducted in accordance with the policies, objectives and priorities of the government. Corporate citizenship

The Company shall be committed to be a good corporate citizen by complying with all relevant laws and regulations, improvement the standards of performance and keeping in view the development of the people and society in which it conducts its business. The Company shall continuously review its systems and procedures and in line with the practices required as per the policies announced by the Government from time to time. Competition The Company shall conduct its business and affairs in line with the principles of a competitive and open market economy.

Its activities shall not be conducted in a way which has the tendency of forming or engaging in monopolistic, restrictive or unfair trade practices. It shall engage in marketing its products and services on a free and fair and competitive manner and shall not adopt any unfair measure nor shall mislead about competitors’ products and services. Quality Standards The goods and services supplied by the Company shall be of the highest quality standards backed by adequate after-sales service capable of ensuring satisfaction of customers. The quality standards of the goods and services shall meet the required standards.

Health; safety and environment The Company shall strive to provide a safe and healthy working environment and carry on its business affairs by complying with all rules and regulations. It shall prevent the wasteful use of natural resources and minimise any hazardous impact from production, use and disposal of its products and services. Equal-opportunities employer Equal opportunities shall be provided by the Company to its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, marital status, age, sex, nationality and disability.

The Company shall treat its employees with dignity and as per the policies of the Company. Shareholders The company shall conduct its business and pursue its objectives to enhance shareholder value. It shall comply with all regulations and laws that govern shareholders’ rights. The Board of Directors of the company shall duly and fairly inform its shareholders about all relevant aspects of the company’s business on a continuous basis. It shall be the responsibility of every employee and directors of the Company for the implementation of and compliance with this code in his or her areas of operation. Ethical conduct

Every employee and director of the company, including whole-time directors and the managing director, shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. Their conduct shall be fair, transparent and perceivable by third parties. They shall not directly or indirectly divulge or engage in any activity which may adversely affect the growth, development and well being of the Company. Regulatory compliance Every employee of the company shall comply with the applicable laws and regulations, concerning all the areas in which he or she operates.

If the standards set out in the applicable laws and regulations are lower than the code, then the standards of the code shall prevail. Financial reporting and records The company shall keep proper books of accounts and prepare its financial statements which shall give true and fair view of the state of affairs of the Company. The accounts shall be prepared and maintained fairly and accurately in accordance with the accounting and financial reporting standards and in line with the generally accepted guidelines, principles, standards, laws and regulations applicable to the Company.

All the business transactions of the Company shall be fairly and accurately reflected by the internal accounting and audit procedures. There shall be no willful omissions of any company transactions and all required information shall be accessible. Gifts and donations No illegal payments, gifts, donations, remuneration, or other similar benefits shall be received, offered or made directly or indirectly by the Company and its employees or directors for the conduct of its business.

However, they may accept and offer nominal gifts, which are customarily given and of a commemorative nature, on special occasions. Government agencies No funds or property of the Company shall be offered or given directly or through intermediaries as donation to any government agencies or their representatives by the Company and its employees for obtaining any favourable performance of official duties. Protecting company assets The Company’s assets shall not be misused but employed for the purpose of conducting business for which they are intended.

Such assets include tangible assets such as plant & machinery, systems tools & equipments, facilities & utilities, materials & resources etc. Political non-alignment The company shall not support, directly or indirectly, any specific political party or candidate and shall not offer or give any funds or property of the Company as donations, directly or indirectly, to any specific political party, candidate or campaign. Third-party representation Any third parties having business dealings with the company such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. hall not be authorised to represent the company if their business conduct and ethics are found to be inconsistent with this code. Public representation of the company and the Group The company shall value the information requirements of the public and its stakeholders. For disclosing company’s information to public constituencies such as media, financial community, customers, employees and shareholders, the Company shall be represented only by specifically authorised directors and employees. Company’s policies

The company’s policies and guidelines formulated periodically by the management shall be recommended to the board of directors for adoption. Use of the Company’s brand The Company’s name and trademark shall be used as per the manuals, codes and agreements issued by Company. Cooperation among companies The Company shall cooperate with companies in the group or other companies operating in the same industrial sector or activity as long as its business interests and shareholder value is not adversely affected. Concurrent employment

No employee of the company shall accept employment or a position of responsibility with any other company, nor provide ‘freelance’ services to anyone without the prior approval of the Managing Director of the company. In the case of a Whole-time Director or the Managing Director, prior approval must be obtained from the Board of Directors of the company for providing such services. Conflict of interest Notwithstanding anything contained in this Code, no employee or director of the company shall engage in any business, relationship or activity which might detrimentally conflict with the interest of the company.

Such conflict of interest may arise where an employee or a director directly or indirectly: a. ) is engaged in business, relationship or activity with a party to a transaction with the company, b. ) is in a position to derive a personal benefit or a benefit to any of his or her relatives by making or influencing decisions relating to any transaction; c. ) by his conduct makes it difficult for exercising an independent judgement in the Company’s interest. The actual or potential conflicts of interest may arise in different areas, such as: ) Financial interest of an employee or a director or their relatives, including the holding of an investment in the company or any firm being a competitor, supplier, customer, distributor, joint venture or other alliance partner of the company. ii) An employee of the company conducting business on behalf of his or her company, or being in a position to influence a decision with regard to the company’s business. iii) Award or benefit, where such an individual is able to influence the decision with regard to such benefits. v)Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from parties having business dealings with the company. Notwithstanding the existence of any conflict of interest full disclosure should be made by the concerned employee or director. The disclosure shall be made in writing to the immediate superior who shall forward the same along with comments to the person designated for this purpose who in turn will place it before the MD/CEO and/or the board of directors/executive committee appointed by the board.

Upon a decision being taken in the matter, the employee concerned will be required to take necessary action to resolve/avoid the conflict. If an employee or director fails to make a disclosure, and the management (in case of a director the Board) becomes aware of such conflict of interest it shall take a serious view of the matter and consider suitable disciplinary action against the employee or director, as the case may be. Securities transactions and confidential information No employee or director of the Company shall directly or indirectly disclose or divulge any confidential information about the Company nor derive any enefit directly or indirectly from access to and possession of such information about the company. They shall also not use or proliferate information not available to the investing public and which therefore shall constitutes insider information for making or giving advice on investment decisions on the securities of the company. Such insider information may be on profits, earnings and dividends; finances; major supply & delivery agreements; introduction or development of new product; investment decisions/plans; acquisition/ divestiture of businesses; asset revaluations; restructuring plans; etc.

Reporting concerns It shall be the duty of every employee or director of the company to promptly report to the management or the Board, as the case may be, of any actual or possible violation of this code, or an event he or she has become aware of that could affect or have a bearing on the business or reputation of the Company. Integrity of data furnished Every employee or director of the Company shall ensure integrity of data or information furnished by him or her to the Company. Citizenship

An employee or director of the company shall in his or her private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the Company or conflict with any of the provisions of this code. The covenant and the code The Company shall adhere to good corporate governance conforming to accepted practices. It shall uphold and show ethical and responsible behaviour towards its stakeholders including shareholders, employees, consumers, suppliers, lenders, regulators, etc.

It shall ensure a transparent and fair administration through governance structure viz. , the law of the land; the ethical code; and the information & reporting system for checks and balances. Fair practices The Company shall adhere to ethical business practices and shall ensure that its people adhere to the highest ethical standards. All the employees and directors of the Company shall conduct and discharge their duties and responsibilities in a fair manner and maintain high standards of ethical behaviour.

In this direction the Company shall have appropriate system in areas like Communication and training people on ethical issues; Addressing concerns and dilemmas confronting the Company; Framing and disseminating policies and guidelines; Vigilance and whistle-blowing issues etc. Savings Nothing in this code shall affect the operation or applicability of any order, rule, regulation, agreement, resolution, directive, policies, guideline, proceeding or things done under or in pursuance of any applicable laws for the time being in force.

Provided that if the standards set out in the applicable laws and regulations are lower than those specified in this code, then the standards of the code shall prevail. This code of conduct shall be reviewed periodically for continuing the efforts towards raising the standards in corporate governance and reviewing the systems and procedures constantly in order to keep pace with the priorities and changing economic environment.

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