Code of conduct for prohibition of insider trading
Code of conduct for the members of the board
Code of business conduct for Senior Management & other Employees
Corporate Governance Certificate

• Code of conduct for prohibition of insider trading
  
  Every director, officer, designated employees and other connected persons have a duty to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.
  
  No director, officer, designated employee of the Company may use his or her position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.
  
  The objective of this code of conduct is to enable the aforesaid persons appreciate the law relating to prohibition on insider trading and to apprise them about the Company’s Code of dealing in Securities of the Company for the benefit of and compliance by all concerned.
  
  This Code of conduct as enumerated below will be known as “Code of Conduct for prevention of insider trading in Securities of the Company”  (the “Code”) framed pursuant to regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time (Hereinafter called regulations)
  
  1.1  ‘Company’ means Precision Electronics Limited.
  
  1.2   Compliance Officer means Company Secretary of the Company.
  
  1.3   Dealing in Securities means an act of buying, selling, subscribing or agree to buy, sell, or subscribe or deal in the securities of the Company by any person either as principal or agent. Dealing in securities shall include dealing by a nominee on behalf of Director(s)/ Officers / Designated Employees and dealing amongst these persons off market dealing and transfer without consideration.
  
  1.4  Designated Employees means
  
  

  • Managing Director(s) and Whole-time Directors
  • President(s)
  • All Vice Presidents & Asst. Vice Presidents
  • All employees in the Finance and Secretarial Department
  • Such other employees who may be so designated from time to time by the   Company for the purpose of this code and who may be able to have access to price sensitive information
    

  
  1.5  Insider means any person, who or is connected with the Company or is deemed to   have been connected with the Company and who is reasonably expected to have access to unpublished price sensitive information.
  
  1.6 Officer(s) of the Company means any Director or Secretary of the Company, person(s) in accordance with whose direction(s) or instructions the Board of Directors are accustomed to act.
  
  1.7  Connected persons means any person who
  
  

  1. is a director of the Company; or
  2. an officer or employee of the Company; or
  3. has a professional or business relationship with the Company  

  
  1.8  Person is deemed to be connected person means and includes:
  
  

  1. Any group Company, Company under the same management or subsidiary of the Company;
  2. Bankers of the Company;
  3. Merchant banker, Share Transfer Agent, Registrar to an issue
  4. Relatives of the connected person as defined u/s 6 of the Companies Act, 1956  
  5. Any other person or category of persons mentioned in Regulation 2 of the SEBI (Prohibition of insider trading Regulations, 1992.   

  
  1.9  Price Sensitive Information means any information, which relates directly indirectly to the Company and which if published, is likely to materially affect the price of the securities of the Company.
  
  The following shall be deemed to be price sensitive information :–
  
  

  • periodical financial results of the Company
  • intended declaration of dividend
  • issue or buy-back of securities
  • any major expansion plan or execution   of new projects
  • amalgamation, merger, takeover or any scheme of arrangement etc.
  • disposal of whole or substantially the whole of undertaking
  • - any significant changes in policies, plans or operations of the Company

  
  1.10  Dependent Family members include spouse, dependent children and parents.
  
  1.11  Securities mean any equity shares or all other convertible securities of the   Company issued from time to time and listed on any recognized stock exchange.
      
  1.12  Trading Window means the period during which dealing in the securities of the Company can be carried out.
  
  1.13  Threshold limit means the 1,000 number of securities or securities amounting to Rs. 50,000 or securities upto 1% of paid up Share Capital whichever is lower. However the promoters’ shall not except within the promoters’ group, acquire any share(s) that would have the effect of increasing their proportional shareholding beyond the proportion to the present issued, subscribed and paid up Share Capital.
  
  1.14  Unpublished means information, which is not published by the Company or its agents and is not in specific in nature.
  
  1.15  Working day shall mean the working day when the regular trading is permitted on the concerned stock exchange where securities of the Company are listed.
   
  2.  Role responsibilities and duties of Compliance Officer:
  
  

  • To set the policies, procedures, monitoring the adherence to the rules for the preservation of 'price sensitive information'
  • To monitor transaction(s) requiring pre-clearance.
  • To pre-clear trading in the companies securities by the Designated Employees and their dependents above the threshold limits.
  • To maintain records of directors and persons covered in the ambit of Designated Employees and change(s) there in, if any.
  • To notify specifically the closure of trading window.
  • To place before the Board of Director all details of dealing in securities by the directors and Designated Employees of the Company.
  • To comply with the provisions of SEBI (Prohibition of Insider Trading) Regulation as amended from time to time.

   
  3. Preservation of PRICE SENSITIVE INFORMATION
   
  3.1    Designated employee(s)/ officer(s)/ director(s)/Connected persons who has the access to the price sensitive information shall not disclose, communicate, counsel or pass any such information whether directly or indirectly to any person.
  
  3.2    Price sensitive information shall be disclosed only to those employees who need such information for discharge of their duties.
  
  4. Prohibition on dealing, communicating or counseling on matters relating to Insider Trading
   
    No insider shall:
  
  1.    Either on his own behalf or on behalf of any other person, deal in securities of the Company when in the possession of any unpublished price sensitive information;
  
  2.   Communicate, counsel or procure, directly or indirectly any unpublished price sensitive information to any person. except for communication disclosed in the ordinary course of business or under any law for the time being in force.
  
  5.   Trading restrictions
  
  All director(s)/officer(s) and designated employee(s) of the Company shall be subject to trading restrictions as enumerated below:-
  
  5.1  TRADING WINDOW
  
  All director(s)/officer(s)/designated employee(s) of the Company shall conduct all their dealings in the securities of the Company only within Trading Window and shall not enter into any transaction involving the purchase or sale of the Company’s securities during the period when trading window is closed.
  
  Trading window will be closed during the following period:
  
  1. A period of 7 days commencing prior to the Board Meeting in which unaudited/audited quarterly/ half yearly/ annual financial results are considered and concluding 48 hours after the information is made public.
  
  2.  A period of 7 days commencing prior to the proposal being placed before the Board of Directors and concluding 48 hours after the information is made public, in respect of following matter:
   
  

  • intended declaration of dividend
  • issue or buy-back of securities
  • any major expansion plan or execution of new projects
  • Amalgamation, merger, takeovers or any scheme of arrangement
  • Disposal of whole or substantially whole of the undertaking
  • Any significant changes in policies, plans or operations of the Company

  
  3.  Any other period as may be specified by the Company from time to time.
                 
  The notification of the closure of the Trading window shall be given through circular to be affixed on Company’s notice board /posting on the website of the Company.
             
  5.2  PRE-CLEARENCE OF TRADE
  
  All director(s)/officer(s)/ designated employee (s) of the Company and their dependents who intend to deal in the securities of the Company above the threshold limit shall get clearance of the transaction from Compliance Officer.
  
  An application shall be made in Annexure I to this code to Compliance Officer indicating the maximum number of securities intended to be traded.
  
  5.3  OTHER RESTRICTION
      
  All director(s)/officer(s)/designated employee(s) of the Company and their dependents shall execute their transaction within one week from the date of approval.
  
  All director(s)/officer(s)/designated employee(s) of the Company who buy or sell any number of shares of the Company shall not enter into any opposite transaction i.e. buy or sell any number of shares during next six months following the prior transaction.   
  
  In case of personal emergency, prior clearance (Annexure II) shall be required for relaxation of the provision relating to buy or sale of shares.
  
   
  6    Reporting requirements for transactions in Securities
  
  6.1  Initial disclosures
  
  Every Director, Officer and Designated Employee of the Company on being appointed as such shall disclose to the Company in Annexure III, the number of shares or voting rights in the Company and their dependent members within 2 working days of becoming a Director or Officer/ Designated Employee of the Company.
  
  Persons holding more than 5% of shares or voting rights shall also disclose to the Company in Annexure IV the number of shares or voting rights held within 2 working days of acquisition of Shares or voting rights.
  
  6.2  Continual Disclosures
  
  Any change in shareholding or voting rights of director(s)/officer(s), if there has been a change in such holdings from the last disclosure and the change exceeds Rs. 5 lac in value or 25000 shares or 1% of total shareholding or voting rights, whichever is lower or any revised limits notified by SEBI from time to time, shall be disclosed in Annexure V within 2 working days of acquisition or sale of shares or voting rights
  
  Persons holding more than 5 % of shares or voting rights shall also disclose to the Company in Annexure VI the number of shares or voting rights held and change in their shareholding or voting rights, if such change exceeds 2% of total shareholding or voting rights from the last disclosure made to the Company.
  
  Disclosure by the Company to Stock Exchange   
  
  Within 2 working days of the receipt of the information aforesaid, the Compliance Officer shall disclose to all stock Exchanges on which the Company is listed, the information  pursuant to regulation 13 of  SEBI (Prohibition of insider Trading) Regulation, 1992
  
  E-filing
  
  The disclosures required under this regulation may also be made through electronic filing in accordance with the system devised by the stock exchange.”
  
  
   6.3  Periodicals Disclosures
  
       All director(s), officer(s), Designated Employee(s) and their dependent family members dealing in the Securities of the Company shall be required to forward following details of their securities transactions including the holdings of dependent family members to the Compliance officer:     
  
  

  • Quarterly statement of transactions in securities of the Company in Annexure V
  • Annual settlement of holdings in the securities of the Company within 30 days of close of financial year in Annexure V

  
  The Compliance officer shall maintain record of disclosures for minimum period of 3 years.
  
  The Compliance Officer shall place before the Managing Director on a monthly basis all details of the dealing in the securities by employee(s)/director(s)/officer(s) of the Company and accompanying documents that such persons had executed under the pre-dealing procedures as envisaged in this Code.  
  
  7.   Penalties/Punishments:
  
  7.1 Any director, Officer, Designated Employee who trades in securities or communicates any information for trading in securities in contravention of this Code will be penalized and appropriate action will be taken against him, which may include wage freeze, suspension, withholding of promotions etc.
  
  7.2  The action taken by the Company shall not preclude SEBI from taking any action in case of violation of the SEBI (Prohibition of Insider Trading) Regulations, 1992
  
  8.  Information to SEBI in case of violation of the SEBI (Prohibition of insider Trading) Regulation, 1992
   
  In case it is observed by the Company and /or Compliance officer that there has been a violation of the SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI shall be informed by the Company.
  
   9.  Corporate Disclosure Practices
  
  9.1  Company to put the information relevant for investors on web-site to improve investors’ assistance.
  
  9.2  Compliance officer shall be responding to any queries or requests for verification of market rumors by exchanges.
  
  9.3  Company to inform Stock Exchanges where the shares are listed within 2 working days of receipt of the disclosures as specified.
  
  9.4  Compliance Officer to ensure compliance of disclosure requirements to Stock Exchanges regarding shareholding as per Regulations/Listing Agreement(s).                 
   
  10.  The decisions of the Board of Directors with regard to all matters relating to this Code of Conduct will be final and binding on all concerned.
  
  11.  This Code has been approved by the Board of Directors by circulation as on 4th March, 2009 and shall come into force with immediate effect.
           
  12.  The Board of Directors of the Company shall have power to modify or replace this Code in part or full as may be thought fit from time to time in their absolute discretion.
  
  13.   Words or phrases not defined herein will have their respective meaning as per SEBI Act and the Regulations.

• 
  
  Code of conduct for the members of the board
  
  Introduction
  
  Good governance is the key to success. Good governance means sincere team work of all concerned to achieve the organisations objective. To be able to play one's role in the team one needs to be explained the role that is expected of him.
  
  The Security and Exchange Board of India, recognizing the above need mandated all corporates having their securities listed on a stock exchange, to adhere to certain guidelines that would ensure the good corporate governance by way of amendment to the listing agreement entered into by such corporates. The said mandate (Clause 49 of the standard listing agreement) has been amended w.e.f. April 01, 2005. The said amendment to the Clause 49 to the listing Agreement requires every corporate to formulate a guiding code for the personnel at various level in the company for them to adhere to ensure good corporate governance.
  
  Apropos the above the company has formulated a Code of Conduct which shall be followed by all concerned.
  
  Applicability
  
  This Code of conduct shall be applicable to following persons, referred to as Members:
  
  
• All the Members of the Board of Directors and its sub committees
• All such other personnel as may be required by the management from time to time.
  
  Effective Date
  
  This Code of conduct shall be deemed to have come into force with effect from 1st day of April, 2005 and each and every member shall be bound to follow the provisions of this Code and continue to strict adherence thereof.
  
  Non-Compliance and its Effect
  
  Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously.
  
  Accordingly, the Members are expected to read and understand this Code and uphold these standards in their business dealings and activities.
  
  Members should sign the acknowledgement form at the end of this Code and return the form to the Company Secretary indicating that they have received, read and understood and agree to comply with the Code. The signed acknowledgement form will be located in each members personnel files. Each year, as part of their annual review, members will be asked to sign an acknowledgement indicating their continued understanding of the Code.
  
  The Code of Conduct
  
  The provisions of the Code shall be read as under:
  
  I Honest & Ethical Conduct
  
  All the Members shall act in accordance with the highest standards of personal & professional integrity, honesty and ethical conduct, while working on the Companys premises, at offsite locations, at Company sponsored business and social events, or at any other place where the members are representing the Company.
  
  An honest conduct shall mean a conduct free from fraud and deception and shall also include the maintenance of secrecy of information in relation to the business of the company in their possession in the ordinary course of their employment
  
  II Conflict of Interest
  
  The Code demands that the members shall ensure avoidance of any actual or apparent conflict of interest and disclose every such actual & apparent conflict of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests of the Company. It may take the following forms:
  
  a) Employment / Outside employment: The members are expected to devote their full attention to the business interests of the Company and are prohibited from engaging in any activity that interferes with their performance or responsibilities towards the Company.
  
  Further that the members are expected to maintain strict secrecy of the information that have come in their possession in the course of their employment with the company and that they shall ensure strict maintenance of secrecy every such information for all times to come even after cessation of the relationship with the company
  
  b) Outside directorships: To serve as a director of any company that competes with the Company shall be viewed as conflict of interest. Any member intending to serve on the Board of the business competitor shall obtain a prior approval of the Board.
  
  c) Related parties: As a general rule, the members shall avoid conducting business with a relative, or with a business in which a relative is associated in any significant role.
  
  d) Payment or Acceptance of gifts: Under no circumstances shall the members accept any offer, payment, promise to pay, or issue authorization to pay any money or gift from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision.
  
  e) Prohibition of inducements: Under no circumstances may the members offer to pay, make payment, promise to pay or issue authorization to pay any money, gift or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly influence any business decision. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety do not violate this Code.
  
  f) Business interest: Acquisition of any direct or indirect interest by a member in any customer, supplier, developer or competitor of the Company shall be primarily viewed as violation of these codes of conduct. However exception may be made with the prior permission of the company and after considering the size and nature of the investment; the ability to influence the Companys decisions; and access to confidential information.
  
  g) Corporate Opportunities: Members shall not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the company’s Board of Directors and they approve of the same.
  
  h) Other situations: All possible situation resulting in conflict of interest and not expressly mentioned herein shall be referred to the Audit committee whose decision shall be final and binding on all concerned.
  
  III Protecting the company’s confidential information
  
  The Company’s confidential information are valuable asset and shall be deemed to include product architectures; product plans and road maps; names and lists of customers, dealers and employees; personnel policies, marketing strategies and financial information. All confidential information must be used for Company business purposes only. This responsibility includes not disclosing the Company's confidential information.
  
  IV Obligations under securities laws-"insider "Trading
  
  In the normal course of business, members may come into possession of significant sensitive information. This information shall be the property of the Company-a member has been entrusted with it. A member shall not profit from it by buying or selling securities oneself. Further a member shall not tip others to enable them to profit or for them to profit on one's behalf. The Purpose of this prohibition is to inform one of one's legal responsibilities and to make clear to one that the misuse of sensitive information is contrary to Indian securities laws:
  
  Insider trading is a crime, penalized by fines and imprisonment for individuals. The Company has imposed a trading blackout periods on members. These persons may not trade in Company securities during the blackout period.
  
  For more details and to determine if one is restricted from trading during blackout periods, he/she should read the Companys insider Trading Rules. All questions regarding the Companys insider Trading Rules should be directed to the Company Secretary.
  
  V Company funds
  
  Every member shall be responsible for all Company funds over which he or she exercise control. Company funds must be used only for company business purposes. Every employer shall take steps to ensure that the Company receives good value for Company funds spent
  
  VI Government relations
  
  It shall be the Companys responsibility and all its members to comply with all applicable laws and regulations governing contact and dealing with government employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct.
  
  VII Applicable laws
  
  All member's should comply with all applicable laws, regulations, rules and regulatory orders.
  
  VIII Use of the precision brand
  
  The use of the Precision name and Trademark(s) and other Intellectual Property (ies) owned by Precision Electronics Ltd. shall be governed by the Company Policy.
  
  IX Violations of the code
  
  It shall be a members responsibility to help enforce this Code. Members should be alert to possible violations and report any violation, including any attempted violation to the Company Secretary. Members must co-operate in every internal or external investigation of possible violations.
  
  Actual violations of law, this Code should be promptly reported to the Company Secretary, who shall put the same before Board of Directors.
  
  The Company will take appropriate action against any member whose actions are found to violate the Code.
  
  X Waivers & Amendments of the code
  
  The Company is committed to continuously reviewing and updating its policies and procedures and hence, the Code is subject to modifications to meet the future requirements. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and disclosed on the Company's website.
  
  CODE OF BUSINESS CONDUCT AND ETHICS FOR SENIOR MANAGEMENT & OTHER EMPLOYEES
  
  (The present Code of Business Conduct and Ethics shall form part of and be read as part and parcel of the main Employment Contract)
  
  1. Introduction
  
  Good governance is the key to success. Good governance means sincere team work of all concerned to achieve the organisations objective. To be able to play one’s role in the team one needs to be explained the role that is expected of him/her.
  
  The Security and Exchange board of India, recognizing the above need mandated all corporates having their securities listed on a stock exchange, to adhere to certain guidelines that would ensure the good corporate governance by way of amendment to the listing agreement entered into by such corporates. The said mandate (clause 49 of the standard listing agreement) has been amended w.e.f April 01, 2005. The said amendment to the clause 49 to the listing agreement requires every corporate to formulate a guiding code for the Board of Directors and Senior Management in order to ensure good corporate governance.
  
  The phenomenal growth at Precision is achieved interalia with committed best business practices and ethical climate. The best business practices and ethical code are ingrained in the Company culture and its personnel; these played a vital role in the success of the Company. The Board of Directors have thought it appropriate to record the Company's existing ethical climate, its values, principles and philosophy so as to provide basic guidelines for running the business of the Company ethically and with all fairness.
  
  Apropos the above the Company has formulated a Code of Conduct which in addition to meeting the requirement of clause 49 shall also ensure good corporate governance among other employees.
  
  2. Applicability
  
  This Code of Business Conduct & Ethics will apply to all the Employees. Each and every employee shall be bound to follow the provisions of this code and continue to strict adherence thereof.
  
  Following employees shall be referred to Senior Management pursuant to clause 49 of listing agreement:
  
• All personnel considered to be a Senior Management who shall be comprised of members of Management one level below the Executive Directors including the Functional heads serving on the rolls of the Company in the departments of Finance & Accounts, Taxation, Purchase, Sales & Marketing, Design & Engineering and Maintenance.
  
  
• All such other personnel as may be required by the Management from time to time.
  
  3. Non Compliance and its Effect
  
  Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously.
  
  Employees / Members should sign the acknowledgement form at the end of this code and return the form to the Manager - HRD indicating that they have received, read and understood and agree to comply with the Code. The signed acknowledgement form will be located in each member’s personnel file.
  
  Pursuant to clause 49 of listing agreements, each year, as part of their annual review, employees who are referred to be as senior management will be asked to sign an acknowledgement indicating their continued understanding of the code.
  
  4. Duties & Obligations of the Employee
  
  a) Employee shall devote his whole time, attention and ability solely and exclusively towards the performance of the duties and responsibilities assigned by the Company from time to time during the Company’s normal business hours and at such other times as may be necessary. The Employee shall not engage in any other business activity during the course of its employment and tenure of employment with PEL.
  
  b) All the employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, an offsite locations, at Company sponsored business and social events, or at any other place where the members are representing the Company.
  
  c) Employee shall properly and faithfully serve the Company and use his best endeavours to protect and further the interests and reputation of the Company.
  
  5. Conflict of Interest
  
  a) No Employee of the Company shall engage in any business relationship or activity which might detrimentally conflict with the interest of the Company.
  
  A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company.
  
  Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations, which may constitute a conflict of interest:
  
• When an Employee engages in a business relationship or activity with anyone who is party to a transaction with the Company.
  
• When an Employee or a member of his or her immediate family receives personal benefits by making or influencing decisions relating to any transaction.
  
• When an Employee is having a significant ownership interest in any supplier, customer, business associate or competitor of the Company.
  
  b) In case there is likely to be a conflict of interest, the concerned Employee must at the earliest opportunity make full disclosure of all facts and circumstances that reasonably could be expected to give rise to any violations of the Code including actual or apparent or implied conflicts with the interests of the Company.
  
  6. Confidentiality
  
  a). Confidential information includes all non-public information, Intellectual Property Rights such as trade secrets, business research, new products, new projects and plans, business strategies, salary and benefits data, customer, Employee and suppliers’ lists and any unpublished financial or pricing information.
  
  b). All Employees shall strive to protect the confidential information acquired, generated, gathered and otherwise came into possession during the course of business. All information should be maintained in strict confidence, except when disclosure is authorised by the Company or required by law.
  
  c). Unauthorised use or distribution of proprietary and confidential information violates Company policy and is per se illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved which includes potential legal and disciplinary actions in accordance with law.
  
  d). The obligation to protect the Company’s proprietary and confidential information continues even after Employee leaves the Company, and the Employee must return all proprietary information in his/her possession upon leaving the Company.
  
  e). All Employees should respect the rights of other competitors and their confidential information. They should not attempt to obtain a competitor’s confidential information by improper means and should never contact a competitor regarding their confidential information.
  
  7. Compliance with Laws, Rules and Regulations
  
  All the Employees shall keep themselves updated with laws/statutory compliances applicable to their scope of work. They should endeavour to keep abreast of the developments in laws and regulations and comply with the same. If any one gets to know of any non compliance of any of the laws in his or her colleagues area of operation in the Company the same should be brought to his/her immediate notice as well to the notice of his/her Head of the Department.
  
  All Employees of the Company shall conduct business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations and shall not commit any illegal or unethical act or instruct others to do so, for any reason.
  
  8. Corporate Opportunities
  
  All Employees are prohibited from taking for themselves business opportunities that arise through the use of Company’s property, information or position. They shall not use Company’s property, information or position for personal gain and compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the Employee takes away from the Company, the opportunities for sale or purchase of property, products, services or interests.
  
  9. Expense Claims
  
  All Employees are prohibited from claiming the expenses that are incurred for personal purpose except those which are permitted under the contract of employment and covered under CTC. The expenses incurred in the course of employment and relating to the business are to be claimed as per the authorisation policy of the Company.
  
  10. Gifts, Hospitality and Donations.
  
  All Employees are prohibited from either receiving or offering to make directly or indirectly, any illegal payments, remuneration, Gifts, Donations, Hospitality of any kind or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. The Employees may honour, accept and offer nominal gifts which are customarily given and are of a commemorative nature for special events.
  
  11. Protection and Proper Use of Company’s Assets
  
  All Employees shall endeavour to protect the Company’s assets against loss, theft or other misuse. Any suspected loss, misuse or theft should be reported to the DGM – Administration.
  
  The Company’s assets and services like equipment, vehicles, houses, electronic resources (including, hardware, software and the data thereon) etc. are for the conduct of Company’s business. They should only be used for Company’s business and consistent with Company’s guidelines.
  
  All Employees shall return the Company’s assets given to them while in office when they are leaving the services or office of the company.
  
  12. Email and Internet
  
  Email and Internet facilities will be used only for the purpose of the business of the Company. The Employees are prohibited from posting and disseminating Company’s information and data on internet/ LAN or any other similar kind of sharing network, except for business exigencies. They are also prohibited from discussing the Company’s business/information/figures etc. on voice mail or private networks without the prior written consent of the appropriate authorities.
  
  The Company prohibits use of Internet facilities for accessing unauthorised, illegal and immoral web sites from the computers provided by the company at workplace.
  
  13. Use of Licensed Software
  
  The software used by the Employees on Company’s equipment will be licensed and legal software. The Employees are prohibited from installing, downloading or using unauthorised and/or unlicensed software including interalia illegal and/or pirated softwares of whatever nature on the Company’s equipments including interalia laptops provided by the Company..
  
  14. Corporate Communications
  
  All the communications on behalf of the Company including information to the financial analyst community and all inquiries from the press shall be handled only by the Corporate Communications Department, or by the Company Secretary or by a person authorised by the Managing Director.
  
  15. Confidential information and Trade Secrets
  
  a) In the course of Employment, Employee will have access to and be entrusted with Intellectual Capital and/or further information (whether or not recorded in writing or on computer disk or tape) which the Company treats as confidential or which has the necessary quality of confidentiality including but not limited to business plans, maturing new business opportunities, research and development projects, product formulae, processes, inventions, programs, designs, specifications, discoveries or know-how, sales statistics, marketing surveys and plans, costs, profit or loss, prices and discount structures, names, addresses and contact details of customers and potential customers or suppliers, any other information or knowledge gained from the Company or in the course of Employment.
  
  b) The confidential information shall also include:
  
  
• Any and all sorts of information related directly or indirectly to business secrets.
• Information relating to the details of the clients of the Company.
• Any and all the types of the information given or obtained through inspection of products, components or apparatus developed or manufactured by or on behalf of products or components.
  
  c) Employee shall:
  
  1. Keep secret and shall not, at any time either during the Employment or for 6 months after its termination,for whatever reason and whether directly or indirectly use, disclose, divulge, communicate or reveal to any person (natural or artificial) for Employee’s own or another's benefit, any such confidential information concerning the business which has come to Employee’s knowledge during the course of the Employment without the prior written consent of the Company obtained as per sub-clause (d) below.
  
  2. Use his best endeavours to prevent the publication, disclosure or use of any such confidential information.
  
  d) The above restrictions at sub-clauses (a) and (c) shall not apply to divulging/disclosing information to such persons as may be authorised by the Company in the due course of Employment. The Company’s decision as to who shall be permitted to disclose such confidential information shall be final and binding on the Employee.
  
  e) Further, the aforesaid restrictions shall not apply to the disclosure of any information which:-
  
  1. Is or becomes generally available to the public domain,
  2. Is required to be disclosed by any applicable law, regulation or order of the Court or by any competent judicial, regulatory, governmental or other authority or governmental agency.
  
  16. Waiver
  
  As a general practice, the Board will not grant waiver to the Code. However, in extraordinary situation and for the reasons recorded in writing the Board may grant waiver to any person from any one or more of the provisions of this code.
  
  17. Dismissal
  
  a) The Company shall be entitled to terminate the Employment summarily by written notice and without any payment in lieu of notice period (but without prejudice to the rights and remedies of the Company for any breach of this Contract and to the Employees’ continuing obligations under this Contract) in any of the following events:
  
  1. If Employee has committed or has been alleged to commit any criminal offence or been guilty of any gross misconduct whether during the performance of his duties or otherwise which, in the opinion of the Company, renders the Employee unfit to continue as an Employee of the Company or which would be likely to adversely prejudice the interests of the Company.
  
  2. If the Employee wilfully abuses or misuses the Company's computer system, or any password relating to that computer system or gain access to any file or load any information or program contrary to the Company's interests or procedures.
  
  3. If any information relating to Employee’s suitability for employment provided to the Company, in the course of applying for employment is found to be materially false or misleading.
  
  4. If Employee is subject to immigration control in India, Employee’s Employment shall be conditional upon Employee having been granted leave to enter into, remain and take up employment in India, such leave being valid and subsisting at all times and not being subject to any condition precluding or restricting the Employment.
  
  5. If the Employee is found to have ‘misconducted’ himself qua the performance of his duties or in any other manner in the course of his Employment. The Company shall have the sole and exclusive authority to enquire into and take a decision on the question of alleged misconduct by the Employee. The decision of the Company shall be final and binding in that regard and the Company shall not be required to furnish any reasons to the Employee for coming to the decision.
  
  6. In case the Employee breaches any terms of the Main Contract/ Confidentiality agreement or the Code of Conduct the Company may dismiss him from service.
  
  7. Upon dismissal or the termination of the Employee’s Employment, Employee shall forthwith return to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business of the Company or its customers or prospects, any magnetic disc on which information relating to the business is stored and any other property of the Company which may be in his power, possession, custody, care, dominion or control and/or any other documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located)which contains or refers to any confidential/ proprietary information/ Intellectual Property and shall, if requested to do so by the Company, prove
  
  8. Upon dismissal, Employee shall not be entitled to receive any accruals towards leave encashment and/or any other entitlements.
  
  18. Review, Amendment and Modification
  
  This Code may be reviewed, amended, modified or waived by the Board of directors as and when required. Any amendment or waiver of any provision of this code must be approved in writing by the Company’s board of directors and disclosed on the Company’s website.
  
  19. Code of Conduct for Prevention of Insider Trading in Securities of the Company
  
  This Code of Conduct shall be in addition to the Code of Conduct for Prevention of Insider Trading in Securities of the Company.
  
  In the normal course of business, employees may come into possession of significant sensitive information. This information shall be the property of the Company – an employee has been entrusted with it. An employee shall not profit from it by buying or selling securities oneself. Further an employee shall no tip others to enable them to profit or for them to profit on one’s behalf. The purpose of this prohibition is to inform one of one’s legal responsibilities and to make clear to one that the misuse of sensitive information is contrary to Indian securities laws.
  
  Insider trading is a crime, penalized by fines and imprisonment for individuals. The Company has imposed a trading blockout periods on members. These persons may not trade in Company securities during the blockout period.For more details and to determine if one is restricted from trading during blockout periods, he/she should read the Company’s insider trading rules. All questions regarding the Company insider trading rules should be directed to the Company Secretary.
  
  Corporate Governance Certificate
  Acknowledgement Forms
  Forms of Code of conduct for prohibition of insider trading