Code of Conduct

o Background
To succeed requires the highest standards of behavior from all of us. The
purpose of Code of Conduct & Ethics (the “Code”) is to conduct the business
of the Company and its subsidiaries by the applicable laws, regulations,
rules and with the highest standard of ethics and values. The matters
covered in this Code are of utmost importance to the employees and other
stakeholders of the Company.

o Applicability
All the employees of ___________________(Full-timers, Consultants, Part-
Timers, Interns etc.) Every employee shall be duty-bound to follow the
provisions of the Company Code in letter and spirit. Any instance of non-
compliance of any of the provisions shall be a breach of ethical conduct and
shall be viewed seriously by the Company.

Accordingly, the employees are expected to read and understand the Code
and uphold these standards in their business dealings and activities.

Provision has been made for employees to be able to report in confidence

and make any protected disclosure under the Company’s Whistle Blower
Policy arising out of unethical behavior, actual or suspected, fraud or
violation of the company’s Code of Conduct and Ethics policy.

o Principles
Employees are expected to work to exceed the following code of ethics and
principles. They should seek the commitment of their supervisor/manager
in implementing the code and should seek to achieve widespread acceptance
of the code amongst fellow employees. Employees should raise any matter of
concern of an ethical nature with their immediate supervisor/manager or
another senior colleague, irrespective of whether it is explicitly mentioned in
the code.

Employees should act professionally by:

 Conducting all their dealings/ interactions in a manner that will

protect and enhance _____________ name and reputation at all times.

 Seeking to uphold and enhance the standing of the profession within

and outside the organisation.
  Maintaining the highest possible standards of integrity in their
internal & external business relationships.

 Rejecting any business practice that may be deemed improper (i.e. not
in line with the Company Code of Ethics or in contravention of any
other local policies or laws).

 Never using their authority for personal gain for themselves or their
immediate family or friends.

 Encouraging/Developing the highest possible professional competence

amongst those who they are responsible for.

 Enhancing the stature and effectiveness of the organization by

acquiring and I am maintaining high levels of professional skills.

 Using the resources, they are responsible for to provide the maximum
benefit to Company.

 Complying with both the local legal regulations (letter and spirit) of the
place where they operate.

 Complying with contractual obligations.

Guidelines

In applying these principles, employees should follow the guidelines below:

o Personal Interest
Employees must avoid situations in which their private interests, conflict or
might reasonably be thought to conflict with, their Company duties. Any
personal interest that may affect or be seen by others to affect their
impartiality should be declared to their immediate supervisor and Head of
the Department who will direct that employee not to perform that duty.

o Confidentiality
Confidentiality of all information received from the client etc be respected
and should never be used for personal gain. Any information given should
be in a clear & honest way that is not deliberately misleading. Company
information on strategic plans, business models, investment decisions,
database, etc should not be given to third parties. Confidential information
received from clients on strategic plans, investment decisions, expansion
plans, product pricing, etc should not be given to other clients.

o Competition
Grant all competitive clients equal consideration insofar as company policy
permits. The nature and length of contracts & business relationships with
clients can vary according to circumstances. These should always be
constructed to ensure deliverables and benefits for Company. Arrangements
that might in the long term prevent effective operation of fair competition
should be avoided.

o Business Gifts
Employees must not solicit or accept from any person any remuneration,
benefit, advantage or promise of further advantage whether for themselves,
their immediate family, or any business concern or trust with which they
are associated.

Business gifts, other than items of a very small intrinsic value (not more
than the cost of a normal business lunch) such as diaries, pens, calendars,
etc should not be accepted.

Any gifts should be able to be used at the normal place of work of the
employee concerned and should contain the name/logo of the company
providing the gift.

o Hospitality
An employee should not allow him or herself to be influenced or be perceived
by others to be influenced as the result of hospitality. The frequency and
scale of hospitality should be managed openly and with care. The value of
any hospitality should not be greater than the employee’s company can
reciprocate.

o Meetings & client visits/audits

All meetings and significant telephone conversations with clients should be
documented and circulated via the established communication channels (e-
mail, documents, etc).

o Transparency/Traceability
All salient points concerning a business decision must be recorded in a
document that is kept on file as per company policy. In particular, this
document should contain the technical and financial factors that influenced
the choice, as well as the opinions and authorizations that preceded it,
under the procedures in force at the time the decision was made.

o Decisions & Advice

When it is not easy to decide what is and is not acceptable, advice should be
sought from the employee’s supervisor/manager, the Head of Department or
other senior colleague.

This code of Ethics has been written for the employees, but should be
cascaded to and should be followed by all company personnel in contact
with employees.