WHISTLE-BLOWER POLICY

  1. PREFACE

ASK Automotive Private Limited and (‘ASK’ or ‘Company’) is committed towards conducting its business with highest standards of ethics, honesty, integrity and ethical behaviour. The Whistle-blower Policy (‘WB Policy’ or ‘this Policy’) is intended to provide a framework to promote responsible and secure means for reporting genuine concerns or grievance, and ensure that deviations from the Company’s Code of Ethics and Business Conduct (‘Code’), policies and systems are dealt with in a fair and unbiased manner.

Employees, Directors or Other Stakeholders affiliated with the Company should be able to raise concern regarding any potential violations without any fear of retaliation, victimisation or unfair treatment. The WB Policy neither releases Employees, Directors and Other Stakeholders from their duty of confidentiality in the course of their work nor it can be used as a route for raising malicious or baseless concerns.

In accordance with good corporate governance the Company has adopted the Code, which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company.

  1. DEFINITIONS

Company” means ASK Automotive Private Limited and its .

Director” means a director appointed to the Board of the Company in accordance with section 177 of the Companies Act, 2013.

Disciplinary Action” means any action taken on the completion of or during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as instructed by the Ethics Committee to the management as deemed fit by the Ethics Committee considering the gravity of the matter or situation.

Ethics Committee” means a committee formed to receive the incident reports pertaining to the Protected Disclosures from third party Ethics Helpline service provider and/ or internally. The Ethics Committee comprising of Senior Level Officials i.e. President, Vice President and Deputy General Manager of Human Resource department. (Please refer to the Annexure I for the details of the Ethics Committee members.)

Ethics Helpline” means an independent third party service provider appointed by the Company to receive protected disclosures and further, share with the Ethics Committee.

Investigators” means a group of one or more persons authorized, appointed, consulted or approached by the Ethics Committee or Chairman of the Audit Committee or Director nominated by the Board of Directors to investigate the protected disclosure.

Other Stakeholders” means vendors, suppliers, dealers, contractors, consultants (including auditors and advocates) and any other third-parties associated with the Company.

Protected Disclosure” means any communication made in good faith that discloses or demonstrates information and/ or evidence of any unethical incident or event of misconduct.

Subject” means a person or group of persons against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of the investigation.

Whistle-blower” means an individual who makes a Protected Disclosure under this Policy that includes an Employee, Director and Other Stakeholders of the Company.

SCOPE AND COVERAGE OF THE POLICY

  1. This Policy applies to all Employees, Directors and Other Stakeholders affiliated with the Company, regardless of their location.
  2. A Whistle-blower can make a Protected Disclosure related to the below mentioned issues under this Policy:
  • Acceptance of gifts and entertainment
  • Acceptance of kickbacks
  • Breach of Company policies
  • Bribery and corruption
  • Child labour
  • Claiming of false expenses in reimbursement
  • Concurrent employment
  • Conflict of interest
  • Discrimination
  • Favouritism
  • Financial fraud of any nature
  • Fraud in request for proposal or request for quotation
  • Harassment of any nature other than sexual harassment
  • Inappropriate use of social media
  • Misappropriation of Company assets or resources
  • Misuse of Company confidential information
  • Misrepresentation of Company’s financial books and records
  • Misuse of Company name or logo
  • Misuse of authority
  • Procurement fraud
  • Sexual harassment
  • Substance abuse
  • Unfair trade practices and/ or anti-competitive behaviour
  • Victimization or bullying
  • Violation of any laws or regulations applicable to the Company
  • Violation of human rights
  • Violation of the environment, health and safety guidelines
  • Violation of any other provision of the Code of Conduct and Ethics of the Company not mentioned hereinabove.
  1. GUIDING PRINCIPLES OF THE POLICY

To ensure fair and cognizable dissemination, this Policy will be displayed at prominent places in the Company premises namely, main notice board, canteen, plant office area, visitor room and any other prominent place in the Company.

The Company will appoint an external third-party service provider (‘Ethics Helpline’) to receive Protected Disclosures from Whistle-blowers.

The Whistle-blower should bring to the attention of the Ethics Committee through Ethics Helpline at the earliest about any unethical incident or event of misconduct. Although, Whistle-blower is not required to provide proof, but they must have sufficient cause for concern, and where possible they must include proof.

The investigation will be conducted honestly, neutrally and in an unbiased manner. All Protected Disclosures shall be acted upon in a time-bound manner and no evidence will be concealed or destroyed while ensuring complete confidentiality of the Whistle-blower.

The Ethics Committee will ensure protection of the Whistle-blower against any form of victimization or retaliation or unfair employment practices for the Protected Disclosure(s) made by the Whistle-blower.
The identity of the Whistle-blower shall be kept confidential unless otherwise required by law, and in which case the Whistle-blower would be informed accordingly.

During the inquiry and investigation, it should be ensured that the Subject or other involved persons in relation to the Protected Disclosure be given an opportunity to be heard. Additionally, it will be ensured that suitable Disciplinary Action will be taken against anyone who conceals or destroys any evidence related to Protected Disclosure made under this Policy.

Protection under this mechanism would not mean protection from Disciplinary Action arising out of any false allegations made by a Whistle-blower or if he or she is the Subject of a separate inquiry or allegations related to any misconduct or any Protected Disclosure.

If a Whistle-blower believes that he or she have been treated adversely because of using this mechanism, he or she can approach the Chairman of the Audit Committee or Director nominated by the Board of Directors in confidence.

  1. PROCEDURES – REPORTING OF PROTECTED DISCLOURE

A Whistle-blower can make Protected Disclosure to the Ethics Helpline in full confidence and without any fear of victimisation or retaliation through any of the five dedicated reporting channels – phone, email, web portal, fax and post box, setup for the Company.

It is mandatory for the Whistle-blower to share his or her details with the Ethics Helpline. The Ethics Helpline will not share the identity with the Ethics Committee, if the Whistle-blower wishes not to disclose the identity with the Company.

Below are the contact details of reporting channels:

S. No. Reporting channel Contact information Availability
1 Phone (toll-free) 1800 103 0275 7:00am to 11:00pm on weekdays
2 Email ask@ethicshelpline.co.in 24 X 7
3 Web Portal www.in.kpmg.com/ethicshelpline/ask 24 X 7
4 Fax Dial 1800 103 0275 and select option 2 on IVR 7:00am to 11:00pm on weekdays
5 Post Box P. O. Box No 71, DLF Phase 1, Qutub Enclave, Gurgaon – 122002, Haryana, India 24 X 7

The Ethics Helpline will share a unique case reference number with the Whistle-blower. The said case reference number should be quoted for any further correspondence or communication on the Protected Disclosure.

The Ethics Helpline will prepare an incident report based on the information provided by the Whistle-blower and will share the incident report carrying the case number with the Ethics Committee in two business days. In case any member of the Ethics Committee is the Subject of the Protected Disclosure or have perceived conflict of interest, the incident report would be sent to the Chairman of the Audit Committee or Director nominated by the Board of Directors of the Company.

A Whistle-blower can also report Protected Disclosure(s) directly to the Chairman of the Audit Committee or Director nominated by the Board of Director in exceptional cases by writing an email at The reporting should be factual and not speculative in nature. It should contain as much relevant information as possible to allow for preliminary review and proper assessment.

The incident related to the sexual harassment shall be reported to the internal complaints committee formed by the Company in compliance with the requirements of the POSH Act.

  1. DISQUALIFICATIONS

The Ethics Committee reserves the right to disqualify and not to investigate the Protected Disclosure in following situations:

  1. Issues not listed under Section III (SCOPE AND COVERAGE) of this Policy
  1. Protected Disclosure reported without following mandatory information
    • Name, designation and location of the Subject(s)
    • Location and duration of the incident
    • Detailed description of the incident
    • Specific evidences or source of evidences
  1. Protected Disclosure pertaining to report routine or operational matters, such as
  • Improper or inappropriate administration facilities
  • Malfunctioning of IT assets (laptops, printers, etc.)
  • Performance related issues
  • Compensation or salary related issues
  • Payments and taxation related queries
  • Recruitment or job openings
  • Questioning the financial or other business decisions taken by the management

PROTECTION TO WHISTLE-BLOWER
The Company will ensure complete protection for the Whistle-blower against any unfair practice like retaliation, threat or intimidation, discrimination, reprisal, transfer, demotion, refusal of promotion, or any direct or indirect use of authority to obstruct the Whistle-blower’s right to continue to perform his or her duties or functions including making further Protected Disclosure, as a result of reporting under this Policy. The protection is available provided:

  • The communication or Protected Disclosure is made in good faith,
  • He or she reasonably believes that information, and any allegations contained in it, are substantially true; and
  • He or she is not acting for personal gain.

While it will be ensured that a genuine Whistle-Blower is accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant Disciplinary Action.
The Company will not tolerate the harassment or victimization of anyone raising a genuine concern under this Policy and any person who threatens or retaliates against a Whistle-blower in any way may be subject to Disciplinary Action up to and including dismissal.
Any other Employee or Director or Other Stakeholders serving as witness or assisting in the said investigation would also be protected to the same extent as the Whistle-blower.

INVESTIGATION
A preliminary review will be performed for all Protected Disclosure(s) reported under this Policy. Based on the findings of the preliminary review, the decision for thorough investigation will be taken by the Ethics Committee.
If the Protected Disclosure is reported to the Chairman of the Audit Committee or Director nominated by the Board of Directors, he or she may consider appointing an external agency to investigate the matter. The Protected Disclosure can also be shared with the Ethics Committee for necessary action, depending on the severity of the Protected Disclosure.
The Ethics Committee at their discretion may appoint an Investigator, internal or external third party to investigate the matter.
The Ethics Committee’s decision to conduct an investigation is by itself not an accusation and should be treated as a neutral fact-finding process. The outcome of the investigation may or may not conclude that an improper or unethical act was committed.
The identity of a Subject and the Whistle-blower would be kept confidential to facilitate an effective investigation.

Subjects shall have a duty to co-operate with the Ethics Committee or Chairman of the Audit Committee or Director nominated by the Board of Directors or any of the Investigators to the extent that their co-operation will not compromise self- incrimination protections available under the applicable laws.
Subjects have a responsibility not to interfere in the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
Subjects would be given the opportunity to respond to material findings of an investigation report. No representative of the Whistle-blower, whether legal or otherwise would be permitted to attend the investigation.
Subjects and Whistle-blowers have a right to be informed about the outcome of the investigation if allegation is proved.
The investigation shall be completed normally within 45 calendar days of receipt of the Protected Disclosure.
The Ethics Committee will share feedback of every Protected Disclosure with the Ethics Helpline, who in turn will share the feedback with the Whistle-blower if the contact details are provided by the Whistle-blower.
The Whistle-blower may also contact the Ethics Helpline to seek feedback after 45 days from the date of receipt of the Protected Disclosure by quoting the case reference number.

 INVESTIGATOR(s)

 Investigator(s) are required to proceed towards fact-finding and analysis with recourse to due diligence. Investigators shall perform their role in an independent and unbiased manner.
Investigators shall necessarily observe fairness, objectivity, thoroughness, ethical behaviour and the highest professional standards. They are barred from discussing the contents of the Protected Disclosure to any person inside or outside the Company who is not an essential witness, accused or co-accused.

  1. MANAGEMENT ACTION ON FALSE DISCLOSURES

An Employee who knowingly makes false allegations of unethical and improper practices or alleged wrongful conduct shall be subject to Disciplinary Action, up to and including termination of employment, in accordance with Company rules, policies and procedures. Further this Policy may not be used as a defence by an Employee against whom an adverse personnel action has been taken independent of any Protected Disclosure made by him and for legitimate reasons or cause under Company rules and policies.

  1. ACCESS TO REPORTS AND DOCUMENTS

All reports and records associated with Protected Disclosures are considered confidential information and access will be restricted to the Whistle-blower, the Ethics Committee and Chairman of the Audit Committee or Director nominated by the Board of Directors. Protected Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of 7 (seven) years.

REPORTING AND REVIEW

A quarterly status report on the total number of complaints received under this Policy during the period with summary of the findings of the Ethics Committee and the corrective actions taken will be sent to the Managing Director of the Company.

COMPANY’S POWERS

The Company is entitled to amend, suspend or rescind this Policy at any time. Whilst, the Company has made best efforts to define detailed procedures for implementation of this Policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Company may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy and further the objective of good corporate governance.

  1. DISSEMINATION

The Human Resource Head of the Company has to develop appropriate mechanisms to advise all Employees of the existence of this Policy. 

AMENDMENT

Subject to the approval of the Board of Directors, this WB Policy may be amended or modified in whole or in part, from time to time in line with the business requirement of the Company or for any statutory enactment or amendment thereto.

Annexure 1: Details of the Ethics Committee members

The designated contacts authorized to receive reports from Ethics Helpline are detailed below:

Name Designation Email ID
Ms Rajani Sharma Company Secretary rajni@askbrake.com
Ms Ritu Ransome MD Office (EA) ritu@askbrake.com
Mr Rajesh Kataria Head-Group HR rajeshkataria@askbrake.com

In case the complaint is against any of the above mentioned designated contacts, the incident reports would be shared with:

Name Designation Email ID
Mr Prashant Rathee Director pr@askbrake.com
Mr Aman Rathee Director ar@askbrake.com

The sexual harassment related complaints shall be sent to the following internal complaints committee members:

Name Designation Email ID
Ms Seema Chaudhary DGM seemac68@gmail.com
Ms Sudha Bhatnagar Specialist / External Member nalwasudha@gmail.com
Mr Rajesh Kataria Head – Group HR rajeshkataria@askbrake.com
Mr Ritu Ransome MD Office (EA) ritu@askbrake.com

CODE OF CONDUCT AND ETHICS

INTRODUCTION

It is of major importance to ASK Automotive Private Limited (‘ASK/Company’) and their Employees to create a corporate culture that promotes ethical conducts on its/their part.

APPLICABILITY

This Code of Conduct is applicable to all Category of Employees, Consultants, Retainers and Advisors of the Company (whether Permanent, Contractual or Temporary) including but not limited to Senior Management Personnel which would include the Directors of the Company, the top management personnel (i.e. CEO, President, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, General Manager and other Senior personals), all functional heads (including management personnel with direct functional reporting to directors & top management personnel) & All section heads (including team members reporting to the functional heads and section heads), hereinafter collectively referred to as ‘Employee/ Employees’ as the case may be.

All Employees are expected to comply with the letter and spirit of this Code.

COMPLIANCE WITH APPLICABLE LAWS & REGULATIONS

Employees must comply and where applicable, oversee compliance by their junior/subordinate employees with all the laws, rules and regulations applicable to the Company and its employees. Each Employee must acquire appropriate knowledge of the requirements relating to his/her duties sufficient to enable him/her to recognize potential non-compliance issues and to know when to seek advice from the Legal Department on specific Company policies and procedures.

No payment or transaction should be made or undertaken, by the Employees or authorized or instructed to be made or undertaken by any other person or the Company if the consequence of that transaction or payment would be the violation of any law in force.

HONESTY, INTEGRITY & ETHICAL CONDUCT

Employees shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well when representing the Company. Honest conduct means conduct that is free from fraud or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Employees should promote ethical behaviour and take steps to ensure that the Company Promotes ethical behaviour and also encourage their junior/subordinates employees to freely report violations of laws, rules, regulations or the Company’s Code of Conduct to the appropriate personnel.

CONFLICT OF INTEREST

Employees must avoid and promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company (including its subsidiaries & joint ventures). A conflict of interest exists where the interests or benefits of Employee Personnel conflict with the interests or benefits of the Company (including its subsidiaries & joint ventures).

BUSINESS INTEREST

Employees shall not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with or is in competition with ASK Group

If any Employee considering investing in any customer, supplier, developer or competitor of the Company (including its subsidiaries & joint ventures), he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company (including its subsidiaries & joint ventures). Several factors are involved in determining whether a conflict exists, including the size and nature of the investment; thee Employee’s ability to influence the Company’s decisions; his/her access to confidential information of the Company (including its subsidiaries & joint ventures) and the nature of the relationship between the Company (including its subsidiaries & joint ventures) and the other company or person.

 RELATED PARTY TRANSACTIONS

Employee or any of his/her relatives/associates should not derive any undue personal benefit or advantage by virtue of his/her position or relationship with the Company (including its subsidiaries & joint ventures).

As a general rule, all category of Employees should avoid conducting Company business with an immediate relative (related party), or with a business in which his/her immediate relative is associated in any significant role. Any dealings on behalf of the Company (including its subsidiaries & joint ventures) with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required by law and as per the applicable policies of the Company.

(Immediate Relative for this purpose means spouse, and includes parent, sibling, and child if they are financially dependent on the employee.)

BRIBERY AND CORRUPTION

 The Company does not take part to pay bribes or receive kickbacks either directly or indirectly- As a general rule, “anything of value” offered, promised or given to a recipient, directly or indirectly, in order to induce or reward the improper performance of, or the failure to perform, a function or an activity, can be considered a bribe.

In all instances, whether an action will be considered a bribe will depend on whether it was presented for the wrong reasons.

Bribes come in many forms and activity may be construed as illegal anytime there is the giving or receiving of an undue reward to influence another party’s behaviour.

Company prohibits any Employee (or anyone acting on their behalf) from soliciting anything of value for themselves or for any other individual from anyone in return for any business, service or disclosure of confidential information.

Company prohibition extends to prohibiting “facilitation” (or “grease”) payments. Some specific examples of undue rewards that can constitute a bribe include cash, Gifts, business opportunities or contracts, employment or internships, travel, entertainment and other expenses. Bribery and corruption laws are complex and violations carry very significant penalties. Accordingly, if we should become aware of or suspect a violation of the Anti-Bribery and Anti-Corruption Policy or of the applicable law, we must immediately refer the matter to the Compliance officer (defined below) or the Managing Director to allow for any corrective action that is appropriate under the circumstances.

NO GIFTS

 Employees, shall not offer, give or receive gifts from persons or entities dealing with the Company, where any such gift is perceived as intended directly or indirectly, to influence any business decision.  Employees shall not accept or permit any member of his family or any other person acting on his behalf to accept any gift from Vendor, Dealer, Contractor, Suppliers and anyone having business dealings with the Company. The gift shall also include free boarding, transport, lodging or other service or any other pecuniary advantage when provided by any of the person. Employees should also avoid acceptance of lavish or frequent hospitality from any individual or firm having official dealings with the Company (including its subsidiaries & joint ventures).

BUSINESS OPPORTUNITIES

 Employees should not exploit for their own benefit, opportunities that are discovered through the use of corporate property, information or position . Further, the Employee must refrain from using the Company’s property or information for personal gain.

CONFIDENTIALITY

  Employees must maintain the confidentiality of sensitive information (that is not in public domain) relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. No one can provide any confidential or sensitive information either formally or informally, to the press or any other publicity media, unless specifically authorized to do so.

EQUAL OPPORTUNITY & ANTI HARASSMENT

 Company is committed to a policy of equal employment opportunity so as to assure that there shall be no discrimination or harassment against an Employee or applicant on the grounds of race, color, religion, sex, age, marital status, disability, national origin, or any other factor made unlawful by applicable laws and regulations. This policy relates to all phases of employment including recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of Company facilities. Sexual harassment or exploitation is specifically prohibited.

Sexual harassment includes unwelcome sexually determined behaviour such as unwelcome physical contact; a demand or request for sexual favours; sexually coloured remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.

Company maintains an open door for reportees; encourages Employees to report any harassment concerns and is responsive to Employee complaints about harassment or other unwelcome and offensive conduct. The Company has constituted a Committee to enquire into complaints and to recommend appropriate action, wherever required.

POLICTICAL ACTIVITIES, CONTRIBUTIONS AND LOBBYING

Company does not participate in any political or religious activities and neither does it contribute any of its assets or funds to support any political/religious party or anyone associated with such political/religious parties. The Company prohibits Employees from participating in political/religious activities or civil or other mass movements, provided they are not made on behalf of the Company and are not compensated in any way.

Lobbying by corporations is also strictly regulated by the laws of many jurisdictions which restrict activities, require registration and impose reporting requirements. In the jurisdictions where lobbying activities may be lawfully performed by corporations, Company may engage in such lobbying provided that the activities receive the prior written approval the Managing Director of the Company. All lobbying activities and costs must comply with applicable laws and be properly recorded and reported.

INTELLECTUAL PROPERTY AND OTHER COMPANY PROPERTY

Employees are required to take all necessary steps to protect intellectual property (i.e. trademarks, copyrights, trade secrets and patents). Employees shall not disclose or authorize the use of any intellectual property or other proprietary material owned by Company without prior written approval and without the protection of a confidentiality or non-disclosure agreement approved by management.

Employees also are prohibited from the unauthorized use of the intellectual property of all third parties.

All assets (whether tangible, such as computers, company property, funds, etc. or intangible, such as electronic information, intellectual property, etc.), documents, data (whether used or prepared employees during employment), are the property of Company and must be used with utmost care and responsibility. We have the right to monitor or access documents on its systems at any time, within the limits of existing laws and Agreements.

SELF DECLARATION AND DUTIES OF INDEPENDENT DIRECTORS

An Independent Director should make a self-declaration in a prescribed format to the Board that he/she satisfies the legal conditions for being an independent director. Such declaration should be given at the time of appointment of the independent director and at the time of change in status. He/she should also abide with the duties and responsibilities as mentioned in the law, this Code and other Company policies.

LEADING BY EXAMPLE

 The Company’s Directors and Senior Management set the professional tone for the Company. Through both their words and their actions, the organisation’s leadership conveys what is acceptable and unacceptable behaviour.

Company’s directors, Senior Management and Employees must constantly reinforce through their actions and behaviour that Company’s stated beliefs to promote ethical conduct is rooted in individual conviction and personal integrity.

EXTERNAL COMMUNICATION AND NON DISPARAGEMENT

Only authorized Employees are permitted to interact with the media. If an Employee is going to represent the Company in a conference / seminar then approval before attending (including content/presentation) must be taken from Head HR and the Managing Director/Director of the Company and also from the CFO if the presentation contains financial information or forecasts.

Any Legal communication must be immediately directed to the Legal Department, without responding to it in any manner whatsoever

While at client locations, or outside, Employees are prohibited from publicly making any negative remarks, either orally or in writing, about Company (including its Subsidiary and Joint Venture), its employees, its products, its reputation, business operations, and/or its clients.

COMPUTERS AND ELECTRONICS COMMUNICATION

 Company’s electronic and telephonic communication systems, as well as all the communications transmitted or stored in such systems, are the property of Company and should only be used for job related purposes. While limited and reasonable personal use is allowed to accommodate Employee needs, the Company retains the right to access and monitor all of its systems and content for legitimate purposes, in accordance with applicable law.

Company’s systems shall not be used to carry out solicitations for outside organizations, nor may be used to view, transmit or copy defamatory, offensive, obscene, indecent or other objectionable material or information, intentionally upload or distribute by any means any material or files that contain any viruses or any other harmful software, or for any other activities prohibited by applicable laws.

COMPANY RECORDS, FINANCIAL REPORTING AND AUDITORS

Employees shall securely maintain accurate, complete and timely records to ensure Company’s books and records reasonably and fairly reflect businesses, assets and liabilities, and comply with applicable laws, rules and regulations, including generally accepted accounting principles.

COMPETITION LAWS AND RELATIONSHIP WITH COMPETITORS

No agreements or understandings may be made with competitors or others that restrict competition in violation of applicable laws and regulations, in particular agreements to fix prices, allocate markets or limit sales.

Employees are also prohibited from engaging in industrial espionage, misrepresenting important aspects of Company’s products (including quality, cost or character), pressuring suppliers for reciprocity, or commercial bribery.

Violations of competition laws may be alleged on the basis of circumstantial evidence and employees must always be aware of the appearance of any contacts with competitors, even in the context of trade association meetings.

Contacts with competitors must be carried out in accordance with legal requirements and any improper communications initiated by others must be promptly terminated.

NON DISCLOSURE OF COMPANY INFORMATION AND TRADE SECRETS

Employees should also not disclose information about movement of senior officials within or outside the group companies and exercise a disciplined approach to information interchange on a “Need to Know” basis within the organization.

One should seek only that much information which is required for his/her scope of work. Similarly while providing information one should provide only the relevant information and not superfluous information.

HEALTH, SAFETY AND ENVIRONMENT

All Employees shall comply with the Company health and safety norms as communicated to them from time to time. Employees shall bring to the management’s attention any workplace safety or health hazard.

 OTHER RESPONSIBILITIES

The Company expect its Employees to endeavour to deal fairly with Company’s customers, suppliers, competitors and employees and to not take unfair advantage of any such person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

  Company Secretary and Corporate HR Head shall be the ‘Compliance Officer’ for the purpose of this Code. All Employees are required to report observed violations of this Code and illegal or unethical behaviour to the . All reports will be treated in a confidential manner and it is Company’s policy to not allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process the Company will undertake review & where appropriate, investigations of alleged violations or misconduct. Employees are expected to cooperate in internal investigations of misconduct and violations of this Code.

DISCIPLINARY ACTIONS

The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stakeholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. The Company expect all of its Employees to adhere to this Code in carrying out their duties for the Company.

The Company will take appropriate action against any of its Employee whose actions are found to violate this Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company’s sole discretion.

WAIVERS & AMENDMENTS

 Any waiver of any provision of this Code for a member of the Company’s Board of Directors or a Senior Management Personnel or any Employee must be approved in writing by the Company’s Board of Directors and appropriately disclosed.

Based on the business requirements and applicable regulations the Code may be amended by the Board of Directors from time to time.

ACKNOWLEDGEMENT

All Employees shall acknowledge the receipt of this Code or any revision in this Code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the Code and send the same to Head HR.