Heritage Foods ( India ) Limited, India

Heritage at a Glance
The Heritage Group, founded in 1992 by Sri Nara Chandra Babu
Naidu, is one of the fastest growing Private Sector Enterprises in India, with four-
business divisions viz., Dairy, Retail, Agri, and Bakery  under its flagship Company
Heritage Foods (India) Limited (HFIL), one subsidiary - SKIL RAIGAM POWER
Limited. The annual turnover of Heritage Foods crossed Rs.900 crores in 2009-10
and is aiming for Rs.1100 crores during 2010-11.

Presently Heritage’s milk products have market presence in Andhra Pradesh, Karnataka, Kerala,
Tamil Nadu, Maharastra and Orissa and its retail stores across Bangalore, Chennai and Hyderabad.
Integrated agri operations are in Chittoor and Medak Districts and these are backbone to retail
operations. The state of art Bakery division at Uppal, Hyderabad, AndhraPradesh.

In the year 1994, HFIL went to Public Issue to raise resources, which was oversubscribed 54 times
and its shares are listed under B1 Category on BSE (Stock Code: 519552) and NSE (Stock Code:
HERITGFOOD)

The Founder Chairman

Heritage Foods ( India ) Limited, India
Sri Chandra Babu Naidu is one of the greatest Dynamic, Pragmatic, Progressive and
Visionary Leaders of the 21 st Century.
With an objective of "Bringing prosperity into the rural families through co-operative
efforts", he along with a few like minded, friends and associates promoted "Heritage Foods" in the
year 1992 taking opportunity from the Industrial Policy, 1991 of Government of India and he has
been successful in his endeavour. At present, Heritage has market presence in the states of Andhra
Pradesh, Karnataka, Kerala, Tamil Nadu and Maharastra. More than three thousand villages and
three lakh farmers are being benefited in these states. On the other side, Heritage is serving millions
of customers needs, employing more than 3500 employees and generating indirect employment
opportunities to more than 10000 people. Beginning with a humble annual turnover of Rs.4.38
crores in 1993-94, the sales turnover has reached close to Rs.350 crores during the financial year
2006-2007.

Sri Chandra Babu Naidu was born on April 20, 1951 in Naravaripally Village , Chittoor District, Andhra
Pradesh , India . His late father Sri N. Kharjura Naidu was an agriculturist and his late mother Smt.
Ammanamma was a housewife. Mr. Naidu had his school education in Chandragiri and his college
education at the Sri Venkateswara Arts College , Tirupati. He did his Masters in Economics from the
Sri Venkateswara University , Tirupati. Sri Naidu is married to Ms. Bhuvaneswari D/o Sri N T Rama
Rao, Ex-Chief Minister of Andhra Pradesh and famous Star of Telugu Cinema. Mrs. N Bhuvaneswari is
presently the Vice Chairman & Managing Director of Heritage Foods ( India ) Limited.

Mr. Naidu held various positions of office in his college and organised a number of social activities.
Following the 1977 cyclone, which devastated Diviseema taluk of Krishna district, he actively
organised donations and relief material from Chittoor district for the cyclone victims. Mr. Naidu has
been evincing keen interest in rural development activities in general and the upliftment of the poor
and downtrodden sections of society in particular.

Sri Naidu held various coveted and honourable positions including Chief Minister of Andhra Pradesh,
Minister for Finance & Revenue, Minister for Archives & Cinematography, Member of the A.P.
Legislative Assembly, Director of A.P. Small Industries Development Corporation, and Chairman of
Karshaka Parishad.

Sri Naidu has won numerous awards including " Member of the World Economic Forum's Dream
Cabinet" (Time Asia ), "South Asian of the Year " (Time Asia ), " Business Person of the Year "
(Economic Times), and " IT Indian of the Millennium " ( India Today).

Sri Naidu was chosen as one of 50 leaders at the forefront of change in the year 2000 by the
Business Week magazine for being an unflinching proponent of technology and for his drive to
transform the State of Andhra Pradesh .

Heritage Slogan

When you are healthy, we are healthy

When you are happy, we are happy

We live for your "HEALTH & HAPPINESS"

Mission & Vision

Mission
Bringing prosperity into rural families of India through co-operative efforts and providing customers
with hygienic, affordable and convenient supply of " Fresh and Healthy " food products.

Vision  
To be a progressive billion dollar organization with a pan India foot print by 2015.

To achieve this by delighting customers with "Fresh and Healthy" food products, those are a
benchmark for quality in the industry.

We are committed to enhanced prosperity and the empowerment of the farming community
through our unique "Relationship Farming" Model.

To be a preferred employer by nurturing entrepreneurship, managing career aspirations and

providing innovative avenues for enhanced employee prosperity.
Board of Directors
Sri D. Seetharamiah, Chairman, aged 83 years, a commerce graduate from the Andhra
University and a member of the Institute of Chartered Accountants of India, is the senior
partner of Brahmayya & Co., a leading Chartered Accountants firm. He has been in practice
for the last four decades. He had occupied several coveted positions, which include,
Membership of the Southern Regional Board of Reserve Bank of India, Federation of Andhra
Pradesh Chamber of Commerce and Industry, Chairmanship of Tirumala Tirupati
Devasthanams Trust Board etc. He is also on Board, of several Companies.

 
Sri K. Kannan, Director, aged 70 years, is an F.C.A and I.C.W.A and Honorary Member of
the Indian Institute of Bankers. He started his career as a direct recruited officer in 1965 in
Bank of Baroda and worked in various capacities in the same Bank upto 1992. Thereafter he
was appointed as its Chairman and Managing Director and served between 1995 to 1999. He
had the occasion to render its services overseas as Vice-President between 1982-84 at New
York and General Manager of U.K Operations of Bank of Baroda. Apart from this he was
also the Chairman of IBU “international Finance Limited, honking, Chairman BOB Cards
Ltd. He had held the position as Director in several companies like discount and finance
house of India, Visa International Pacific, Agricultural Finance Corporation, New India fire
and General Assurance Co.Ltd, Andhra Pradesh State Financial Corporation. Apart from this
he is also on the Board of directors of several Limited Companies. He had the core banking
experience for over 30 years and handled successfully several cases of reviving, rehabilitating
and reconstruction of the sick industries.

 
Dr. A. Appa Rao, Director, aged 83 years, a B.Sc.(Agri), Ph.D. in Agriculture (Madras
University), completed his post doctoral work at Kansas State University as TCM-USA
Scholar, retired as the Vice Chancellor of the Andhra Pradesh Agricultural University. He is
an author of around 40 papers published in the fields of Plant Pathology and Agricultural
Research & Education. Being associatedSS with the IDRC financed Agricultural Research
Management (Asia) Project, was instrumental in implementing SEARCA, Philippines for
over 5 years. He is also a Director in several Companies and a member of several committees
including the ICAR.

 
Dr. V. Nagaraja Naidu, Director, aged 62 years, an M. Com, M. Litt and a PhD. (Financial
Management), starting from Administrative Staff College of India, Hyderabad in 1972 held
various positions in reputed Universities, Viz., Professor, Dean Director etc., and taught in
the fields of Finance and Business Economics at Post graduate and Doctorate levels for about
25 years. He had been the Registrar (Administrative head) of the Dr B R Ambedkar Open
University for about 10 years. He has been associated with the Company since inception and
has been able to utilize his intimate understanding of the rural socio economic scenario to
strengthen the milk procurement systems and strategies of Heritage, which contributed to the
current status of Heritage as a leading player in South India.
 
Dr. N. R Sivaswamy, Director, aged 73 years, a LL.B, M.A. (Economic), M.A. (Public
Administration), Ph.D. in Economics (University of Wisconsin, U.S.A) and a Fellowship
holder of the Ford Foundation, U.S.A, is a leading Advocate and Tax consultant and author
of a book titled "Employment potential of the Indian Industrial Sector" and several other
articles and Journals. He retired as the Chairman of the Central Board of Direct Taxes.

 
Sri N. P Ramakrishna, Director, aged 63 years, who has substantial experience in the
transport business, has a thorough understanding of the systems of milk procurement and
transportation and has enabled Heritage to strengthen its main milk procurement base at
Chittoor, Bangalore and nearby areas. He is also the Managing Director of Hotel
Ramakrishna Private Limited situated at Chittoor and was Chairman of the Chittoor Co-
operative Sugar Factory.

 
Smt N. Bhuvaneswari, Vice-Chairman & Managing Director, aged 47 years, a B.A, is a
dynamic leader who has extensive experience in business and has been successfully steering
Heritage towards growth and better prospects. She is also a Director in several other
Companies.

 
Sri Lokesh Nara, Executive Director, aged 27 years, completed his Master’s Degree in
Business Administration from Stanford University and graduated with a Bachelor of Science
degree in Management Information Systems from Carnegie Mellon University. Before
joining the Board of Heritage Foods, he was associated with the Company as a Vice-
President of the Retail division. Before joining Heritage Foods, he worked with the World
Bank as a Junior Professional Associate where he completed various projects including an e-
Governance Capacity Building program for the government of Ethiopia, and e- Governance
Capacity Building program for the governments of South Sudan and Kenya. He has over
three and half years of experience in the areas of strategic business and information
technology.
Corporate Management Team
Dr. M. SambaSiva Rao, President, is a Post Graduate and Doctorate in Zoology. He served
the state and central governments for about two decades as a member of IAS. Before joining
Heritage Foods ( India ) Ltd, Dr Rao was Joint Secretary in Department of Commerce under
Ministry of Commerce and Industry, Govt of India.

 
CA A Prabhakara Naidu, Sr General Manager - Finance & Accounts, is a member of the
Institute of Chartered Accountants of India and is a University rank holder in his science
graduation from Sri Venkateswara University . He has 19 years of experience in Finance and
Accounts. He is associated with the Organization since inception.

 
Umakanta Barik, Company Secretary, Is M.A(Economics), LLB, and the Associate
Member of the Institute of Company Secretaries of India, New Delhi and has over 7 years of
experience in the areas of Company Secretarial and Finance.

 
K Durga Prasada Rao, Chief Operating Officer - Dairy Division, is Diploma in Mechanical
Engineering, Diploma in Dairy Engineering from NDRI Karnal and Diploma in Dairy
Technology from Hewkesburg Agri college, Australia . He worked 3 years in Amul Dairy, 24
years in AP Dairy Development Co-operative Federation Limited in various positions. He is
associated with the Organization since inception i.e June 1992.

 
S Jagdish Krishnan, Chief Operating Officer - Retail Division, is M.B.A and MS (BITS)
and has over 14 years of experience in the areas of Brand Management, Consulting,
Corporate Communications and Retailing with leading Indian and Multinational
Organizations. His last assignment was with the CavinKare Group at Chennai where he was
the Head of the Retail Organization.

 
Anil Kumar Srivastava, Chief Operating Officer - Agri Business Division, is MBA and also
PG Diploma in Foreign Trade and Fruit & Vegetables Technology. He has around 28 years of
rich experience to his credit with various reputed Food Processing Industries.
Corporate Governance
Corporate Governance is a system with which, an organization is structured. Corporate
Governance integrates multi functions of an organization to fulfill the objectives with in the
framework of all the stakeholders, society, Law of Government, and people at large. It is
based on the principles of integrity, equity, transparency, accountability and commitment.
Good governance practices stem from the culture and mindset of the organization. Heritage is
committed good governance that creates long-term sustainable shareholder value.

A. Company’s Philosophy on Corporate of Governance

Heritage has integrated the value system in all spheres of activities involving people from all
functional areas. It has initiated to comply with code of conduct for all the directors, senior
staff and functional heads. The main focus is on highest levels of integrity, transparency
responsibility and accountability. It is about best practices of business to be imbibed in to the
culture of the organization and complying with value systems, ethical business practices, laws
and regulations to achieve the main objectives of the company .

Heritage respects and provides information to stake holders about the performance and strives
to be ahead of competition by taking all the risk assessment well in advance. At Heritage the
focus is on its core strengths, value systems, hard working and strategic moves to be in the
leading edge of new technology.

A brief report on the practices and compliances by your company is given below.

B. Board of Directors
Composition
Heritage has been one of the front runners in establishing broad based Directors with a
balanced composition of Executive Director to Non executives Independent Directors ever
since it went public.

The functions, responsibility, role and accountability of the Board are well defined. The
detailed reports of the company activities and performances are periodically placed before the
Board for effective decision-making.

Structure of the Board

 Name of the Director  
 Sri. D. Seetharamaiah  
 Smt. N. Bhuvaneswari  
 Dr. V. Nagaraja Naidu  
 Dr. N. R. Siva Swamy  
 Dr. A. Appa Rao  
 Sri. N. P. Ramakrishna  
 Sri. N. Lokesh  
Category
Non- Executive Independent Chairman
Vice Chairman and Managing Director
Non-Executive Director
Non-Executive Independent Director
Non-Executive Independent Director
Non-Executive Independent Director
Executive Director
Board & its committee Meetings and procedures

With a view to institutionalize all corporate affairs and set up systems and procedures for
proper planning for matters requiring discussion/ decisions by the Board, the Company has
defined the guidelines for the meetings of the Board and Committees thereof.

Scheduling and Selection of Agenda items for Board Meetings.

(a) Minimum four Board meetings are held in each year, which are pre-scheduled after the
end of the each financial year. Apart from the pre schedule Board meetings, additional
Board meetings are convened by giving appropriate notice to address the specific needs
of the Company.
   
(b) The meetings are held at the Company’s Registered office at 6-3-541/C, Panjagutta,
Hyderabad-500 082, and Andhra Pradesh, India.
   
(c) The information placed before the Board includes.
  
Quarterly results for the Company and its operating divisions or business segments


Minutes of the meeting of the Audit Committee and other committees of the Board

Non-compliance of any regulatory, statutory nature or listing requirements and

shareholders services such as non payment of dividend, delay in share transfer etc.
Quarterly summery of all long term borrowings, bank guarantees issued and
investments made etc

Recommending/ Declaring dividend


General Notice of Interest of Directors


Terms of reference of the Board committees


Any material default in financial obligations to and by the Company etc.

Board materials Distributed in advance

Agenda and Notes on agenda are circulated to the Directors, in advance, in the defined
Agenda format. All material information is incorporated in the Notes on Agenda for
facilitating meaningful and focused discussions at the meeting for tacking proper decisions.

Recording Minutes of proceedings at Board Meeting

The Company Secretary records the minutes of the proceedings of each Board and
Committee meetings. Draft minutes are circulated to all the members of the board/ committee
for their comments. The finalized minutes of proceedings of a meeting are entered in the
Minutes Book within 30 days from the conclusion of that meeting.

Compliance
The Company Secretary while preparing the Agenda, Notes on agenda, Minutes etc is
responsible for and is required to ensure adherence to all the applicable laws regulations
including the Companies Act, 1956 read with the Rules issued there under and to the extent
feasible, the Secretarial Standards recommended by the Institute of Company Secretaries of
India, New Delhi.

C. Board Committees
1. Audit Committee
The Board has constituted Audit Committee, comprising three Non- Executive Independent
Directors and one Non-Executive Director. Majority of the members of the Audit Committee
posses financial / accounting expertise. The constitution of audit committee meets the
requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing
agreement.

The primary objective of the audit committee is to monitor and effectively supervise the
Company’s financial reporting.

a) Terms of Reference
1) To provide direction and to oversee the operations of the audit functions of the
Company.
   
2) To review the internal control and audit systems with special emphasis on their quality
and effectiveness.
   
3) To review Quarterly, Half yearly and Annual financial results before submission to the
Board.
   
4) To investigate into any matter in relation to the items specified in Section 292A of the
Companies Act, 1956 or referred by the Board.
   
5) To have full access to information contained in the records of the Company and external
advice, if necessary.
   
6) To review matters required being included in the Directors’ responsibility statement to
be included in the Board’s report in terms of clause (2AA) of Section 217 of the
Companies Act, 19566) To review matters required being included in the Directors’
responsibility statement to be included in the Board’s report in terms of clause (2AA) of
Section 217 of the Companies Act, 1956.

Composition of the Audit Committee

 Name   Designation Status
 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director
 Dr. A. Appa Rao  Member  Non-Executive Independent Director
 Dr. N. R. Siva Swamy  Member  Non-Executive Independent Director
 Dr. V. Nagaraja Naidu  Member  Non-Executive Director

Sri Umakanta Barik, Company Secretary is the Secretary to the Audit Committee.
2. Remuneration Committee
The Board has constituted the remuneration Committee comprising three Non Executive
Independent Directors . The Remuneration Committee has been constituted to recommend /
review the remuneration of Managing Directors / Full Time Directors, based on their
performance. The remuneration policy of the Company is directed towards rewarding
performance, based on review of achievements on a periodic basis and attracting new talents
and retaining them. While deciding the remuneration, the Committee takes into account the
financial position of the Company, trend in the Industry, Appointee's qualification,
experience, past performance, past remuneration etc.

Composition of the Remuneration Committee

 Name   Designation Status
 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director
 Dr. A. Appa Rao  Member  Non-Executive Independent Director
 Dr. N. R. Siva Swamy  Member  Non-Executive Independent Director

3. Share Transfer and Shareholders'/ Investors' Grievance Redressal Committee

a) Terms of reference
The Board has constituted Share transfer and Shareholders'/ Investors' Redressal Committee,
to look into grievance/issue of share holders/investors relating to non-receipt of dividend,
non-receipt of Balance Sheet, Shares sent for transfer etc.

The Directors periodically reviewed the investor's complaints received and redressed. The
committee also monitors the implementation and compliance of the Company's Code of
Conduct.

The committee also reviews the performance of share transfer agent and recommends
improving overall quality services to share holders.

Presently, the share transfers which are received in physical form are processed and the share
certificates returned within 15 days from the date of receipt, subject to the documents being
valid and complete in all respects.

The Board has delegated the authority for approving transfer, transmission etc of the
company's securities to the share transfer committee. A summary of share transfer/
transmission of the securities of the company so approved by the committee is placed at
every Board Meeting.

Composition
 Name   Designation Status
 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director
 Sri. N. P. Ramakrishna  Member  Non-Executive Independent Director
 Dr. V. Nagaraja Naidu  Member  Non-Executive Director
 Smt. N. Bhuvaneswari  Member Vice Chairman & Managing Director
D. Disclosures
There are no transactions of material nature undertaken by the company with its promoters,
directors, their relatives or the management that may have a potential conflict with the
interest of the company. Disclosure on transactions with related party as required under
Accounting Standard 18 has been incorporated in the notes on Accounts forming part of the
Annual Report every year.

The Company circulated the Code of Conduct among all the Board members and senior
management personnel and affirms that they are complying with the code on an annual basis.
The total text of the Code of Conduct is posted on the company's website. viz.
www.Heritagefoods.co.in
Commitments
Milk Producers

Change in life styles of rural families in terms of

Regular high income through co-operative efforts
Women participation in income generation
Saved from price exploitation by un-organized sector
Remunerative prices for milk
Increase of milk productivity through input and extension activities
Shift from risky agriculture to dairy farming
Heritage
Financial support for purchase of cattle; insuring cattle
Establishment of Cattle Health Care Centers
Supplying high quality Cattle feed
Organizing "Rythu Sadasu" and Video programmes for educating the farmers in dairy
farming

Customers
Timely Supply of Quality & Healthy Products
Supply high quality milk and milk products at affordable prices
Focused on Nutritional Foods
More than 4 lakh happy customers
High customer satisfaction
24 hours help lines ( <10 complaints a day)

Employees
Enhancing the Technical and Managerial skills of Employees through continuous training
and development
Best appraisal systems to motivate employees
Incentive, bonus and reward systems to encourage employees
Heritage forges ahead with a motto "add value to everything you do"

Shareholders
Returns
Consistent Dividend Payment since Public Issue (January 1995)

Service
Highest impotence to investor service; no notice from any regulatory authority since 2001
in respect of investor service
Very transparent disclosures

Suppliers
Doehlar: technical collaboration in Milk drinks, yogurts drinks and fruit flavoured drinks
Alfa-Laval: supplier of high-end machinery and technical support Focusing on Tetra pack
association for products package.
Society
Potential Employment Generation
    more than 3500 employees are working with heritage
    more than 9500 procurement agents got self employment in rural areas
    more than 5000 sales agents associated with the company
Employment for the youth by providing financial and animal husbandry support for
establishing MINI DAIRIES
Producing highly health conscious products for the society
Code of Conduct
CODE OF CONDUCT AND ETHICS
FOR DIRECTORS & SENIOR MANAGEMENT
 
PREFACE
This Code of Conduct and Ethics (herein after referred to as the "Code") has been adopted by
the Board of Directors of Heritage Foods (India) Limited (herein after referred to as "the
Company") , to be applicable to all Directors and all members of senior management i.e.,
personnel who are a part of the core management team and including all functional heads of
the company (herein after referred to as the 'Members') with effect from December 23, 2005.

This Code helps the Members maintain good standards of business conduct, foster ethical and
moral conduct and promote a culture of honesty and accountability, so as to set an example to
others in the company.

The Code is not an all-inclusive comprehensive policy and cannot anticipate every situation
that may arise in the course of the company's business. The Members are expected to bear in
mind the essence and substance of the Code in all their dealings / transactions with the
Company.
 
DEFINITIONS
Directors: mean all members on the Board of Directors or Committees thereof.
Senior Management: means all employees in the grade of Assistant General Manager
and above.
 
STRICT COMPLIANCE
All Members shall act within the bounds of the authority conferred upon them and undertake
the duty to make and enact informed, judicious and harmonious decisions and policies in the
best interests of the Company and its shareholders / stakeholders.

With a view to maintain the high standards the Company requires, the following rules/ code
of conduct to be observed in all activities. For the purpose of the code, the Company appoints
the Company Secretary as compliance officer, who will be available to Members to answer
questions and help them in complying with the code.
 
CONFLICT OF INTEREST
The term "Conflict of interest" pertains to situations in which financial or personal
considerations may compromise, or have the appearance of compromising judgment of
professional activities. A conflict of interests exists where the interests or benefits of one
person or entity conflicts with the interests or benefits of the other person/entity/company.

All Members should not engage in any business, relationship or activity, which may be in
conflict with the interest of the Company. Conflict may arise in many situations. It is not
possible to cover every possible conflict situation and at times, it will not be easy to
distinguish between the proper and improper activities. Set forth below, are some of the
common circumstances that may lead to conflict of interest, actual or potential.
i. Members should not engage in any activity / employment that interfere with your
performance or responsibility to the Company or otherwise in conflict with or prejudicial
to the interests of the Company.
ii. As a general policy, Members should avoid conducting business with a relative or with a
firm / Company in which a relative / related party is associated in a significant role /
position.
iii. Whenever/ wherever the related party transaction is unavoidable Members will fully
disclose their interest in the transaction to the Board or to the CEO of the Company and
due records for such transactions will be maintained as per the statutory requirements.
 
HONESTY AND INTEGRITY
All Members shall conduct their activities, on behalf of the Company and on their personal
behalf, with honesty, integrity and fairness. They will act in good faith, with responsibility,
due care, competence and diligence, allowing independent judgment to their subordinates.
Members shall act in the best interests of the Company and fulfil their fiduciary obligations.
 
POLICY OF BUSINESS RELATIONSHIP
The Company will conduct business legally and ethically. The quality of company's products
and the efficiency of its services at the most competitive price is the greatest tool in
conducting the business of the company. Profits do not justify unfair/ unethical practices. All
Members should uphold the highest standards of integrity in all the business relationships.
 
INTELLECTUAL PROPERTY POLICY
All Members have utmost obligation to identify and protect the intellectual properties, trade
secrets and confidential information owned by the Company and its clients or associates as it
is critical to the success of the company. "Intellectual Property Rights" (IPR) means
generally patented or potentially patentable inventions, trademarks, copyrightable subject
matters and trade secrets.
 
CORPORTE OPPORTUNITIES
Members owe a duty to the Company to advance its legitimate interests when the opportunity
to do so arises and are expressly prohibited from improper use of information / property or
taking improper advantage of their position.
 
PREVENTION OF INSIDER TRADING
Insider trading is prohibited both by the Law as well as by the company policy . Insider
trading generally involves the act of subscribing to or buying or selling of the Company's
securities, when in possession of any Unpublished Price Sensitive Information about the
company.

"Price sensitive information " is such information, which relates directly or indirectly to the
company and which if published is likely to materially affect the price of securities of the
Company. It is important to note that both positive and negative information could be price
sensitive.

Members shall not derive benefit or assist others to derive benefit or assist them to derive
benefit on their behalf by giving investment advice from the available access to and
possession of information about the Company, which is not in public domain and thus
constituting insider information. Members shall comply with the prevention of insider trading
guidelines as issued by Securities Exchange Board of India (SEBI).
 
SECURITIES MARKET POLICY
The Company is committed to comply with securities laws in all the markets in which the
Company's securities are listed. The company prohibits fraudulent and unfair trade practices
with regard to the securities of the Company by all Members.
 
CONFIDENTIALITY OF INFORMATION POLICY
The Company's confidential information is a valuable asset. Members shall understand that
protection of all confidential information is essential. Members should undertake and be
committed to protecting business and personal information of confidential nature obtained
from clients, associates and employees.

Any information concerning the Company's business, its customers, suppliers etc which is
not in the public domain and to which the Members have access or possesses such
information, shall be considered confidential and held in confidence, unless authorized to
disclose or such disclosure is required as a matter of law. Members shall not provide any
information either formally or informally, to the press or any other publicity media, unless
specially authorized to do so.
 
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Members should comply with all applicable laws, rules, and regulations, both in letter and
sprit. In order to assist the Company in promoting the lawful and ethical behaviour, Members
have to report any possible violation of law, rules, regulations or the code of conduct to the
Company Secretary.
 
PROTECTION AND PROPER USE OF COMPANY’S ASSETS
All Members have the responsibility to protect the assets of the company, ensure optimal
utilization of assets and to report and record all transactions. Members shall protect the
Company's assets from loss, damages, misuse or theft and assets may only be used for
business purposes and other purposes specifically approved by management and must never
be used for any personal or illegal purposes.
 
COMPETITION POLICY
The Company shall compete only in an ethical and legitimate manner. It prohibits all actions
that are anti- competitive or otherwise contrary to laws that govern competitive practices in
the market place. Members shall uphold the same.
 
SELECTING SUPPLIERS
The Company's suppliers make significant contribution to its success. The Company's policy
is to purchase / avail supplies based on need, quality, service, price and other commercial
terms and conditions. Suppliers should be selected based on merit, price, quality and
performances. The Company's policy is to select significant suppliers through a competitive
bid process wherever possible. Under no circumstance should the Company or its employee,
agent or contractor attempt to coerce suppliers in any way.
 
ENVIRONMENT, HEALTH AND SAFETY POLICY
Members shall take environmental consciousness a step further as a company and contribute
to preserving nature as well as safety measures in own respective work areas. All Members
are responsible for conducting safe and environmentally sound operations; this is in the
interest of our own well-being and the quality of life of others. Members shall abide by this
policy.
 
ELIMINATION OF CHILD LABOUR
It is the Company's policy not to support child labour. The Company is committed to
implement the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. To,
promote this the Company encourages its suppliers also to work towards a no child labour
policy in their industries. Members shall strictly observe that no child labour is employed in
the company.
 
ABOLITION OF FORCED LABOUR
The Company strictly prohibits forced or compulsory labour. The Company is committed to
ensuring that employees enter into employment and stay on in the Company of their own free
will. Members shall uphold this policy.
 
GIFTS & DONATIONS
No Member shall receive or offer, directly or indirectly, any gifts, donations, remuneration,
hospitality, illegal payments and comparable benefits which are intended or perceived to be
intended to obtain business (or uncompetitive) favours or decision for the conduct of the
business. Normal gifts of commemorative nature for special events may be accepted and
reported to the Board.
 
OTHER DIRECTORSHIPS
The Company feels that serving on the Board of directors of other companies may raise
substantial concerns about potential conflict of interest. Therefore all Directors shall report /
disclose such relationships to the Board on an annual basis. It is felt that service on the Board
of a direct competitor is not in the interest of the Company. Hence all the Directors are barred
in accepting such position without the concurrence of the Board.
 
ACCOUNTABILITY
The Board of Directors (BOD) shall oversee the Company's adherence to ethical and legal
standards. All employees and members of the BOD shall undertake to stop or prevent actions
that could harm customers or reputation of the Company and to report such actions as soon as
they occur to take corrective steps and see that such actions are not repeated.
 
COMPLIANCE WITH CODE OF CONDUCT
Each Director and senior management personnel shall adhere to this code of conduct and
affirm compliance with the code on an annual basis as per the Annexure to the Code.
Violation of this Code will lead to appropriate disciplinary action.
 
WAIVER OF THE CODE
Any waiver of the applicability of the Code or waiver of application of any provision of the
Code to any Member shall be approved by the Board of Directors and disclosed as required
by Law or SEBI / Stock Exchange regulations.