APPLICABILITY

This Code is applicable to all the Directors of the Company and its Senior Management personnel which include all functional heads and any other management personnel with direct reporting to a Board member (hereinafter referred to as "Senior Management").

Each and every Director and Senior Management Personnel is expected to comply with the letter and spirit of this code, to the extent applicable to him.

REGULATORY COMPLIANCES

In carrying out their duties and responsibilities, Directors and Senior Management are expected to ensure compliance with all applicable laws, rules and regulations relevant to the Company.

HONESTY, INTEGRITY & ETHICAL CONDUCT

Directors and Senior Management shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct. 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.

CONFIDENTIALITY

The principle of honesty extends to issues of confidentiality of information. Directors and Senior Management are required to maintain the confidentiality of all material non-public information relating to the Company's business and affairs that they receive or become privy to in connection with the Company's business, except when disclosure is authorised or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue its objectives, to be of use to competitors or harm the Company, if disclosed.

Directors and Senior Management must not use confidential information for their own advantage or profit directly or indirectly.

CONFLICTS OF INTEREST

A conflict of interest exists where the interests or benefits of the Company are in conflict with those of a person/business entity. Directors and Senior Management are required to preserve, protect & promote the interests of the Company through their conduct and acts ensuring in the process that their personal interests and/or interests of their nominators would be sub-servient to the interests of the Company. In other words, the interest of the Company would be paramount for all concerned.

Directors and Senior Management's duty to the Company demands that he/she avoids and discloses actual and apparent conflicts of interest. Brief guideline in this regard is given below:

A. Employment / Outside employment: In consideration of employment with the Company, Whole time Directors and Senior Management are expected to devote their full attention to the business interests of the Company. They should avoid any relationship, influence, or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their job. Company policies prohibit Employees from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position.

B. Outside directorships and employment:It is a conflict of interest to serve as a Director of any other organization which is doing the similar business in which the Company is engaged. Directors & Senior Management must first obtain approval from the Company's Board of Directors before accepting a directorship of such an organisation.

C. Related parties: As a general rule, Whole time Directors & Senior Management should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include parents, spouse and children.

D. Payments or gifts from others: Whole time Directors & Senior Management shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, they may accept and offer nominal gifts, which are customarily given.

E. Corporate opportunities: Directors & Senior Management shall not exploit for their own personal gain the opportunities that are discovered through the use of corporate property, information or position, without prior full disclosure by them and consent thereupon from the Board of Directors of the Company.

INSIDER TRADING

Directors and Senior Management should observe all applicable laws and regulations for prevention of insider trading including the Company policies and codes as applicable to them with respect to the purchase and sale of the Company's securities.

CRITERIA FOR EXERCISING THE AUTHORITY

It is imperative on the whole-time Directors and Senior Management personnel incurring or authorising transactions or expenditure to be guided by highest standards of financial propriety, remembering always:

• that maximising revenues and minimising expenditure is the hall mark of a successful business and that expenditure should not prima facie be more than what the occasion/item demands.
• to exercise the same vigilance on expenditure incurred from the funds of the Company as a person of ordinary prudence would exercise when spending his/her own money and, in case of any conflict of interest, to without hesitation, place the Company's interest ahead of the individual.
• that powers for sanctioning expenditure of a particular type should be exercised in such a manner that the approved expense is justifiable in all aspects and is not a source of profit to the recipient.
• that the assets of the Company are not to be misused but employed for the purpose of conducting the business for which they are duly authorised.

Whole-time Directors / Senior Management vested with authority are responsible for enforcing strict financial discipline and utmost economy at every step. He/she is responsible and accountable for observance of the provisions of this Code, both by his/her own office and by offices/departments under his/her charge.

DISCLOSURE

The Company's policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company file with, or submit to, the Stock Exchanges, SEBI and / or any other Govt. agency and in all other public communications made by the Company.

PUBLIC REPRESENTATION OF THE COMPANY

In all its public appearances with respect to disclosing Company and business information to public constituencies such as the Media, the Financial Community, Employees and Shareholders, Company shall be represented only by specifically authorised Directors and Senior Management. It will be the sole responsibility of these authorised representatives to disclose information on the Company always keeping in mind to serve the best interest of the Company.

VIOLATIONS OF THE CODE

Every effort should be made to uphold and promote the principles of this Code. Not only it is important for Directors and Senior Management to adhere to the principles expressed in this Code, but they are also expected to encourage and support adherence by other Employees of the Company.

The Company will take appropriate action against a Director and/or a Senior Management personnel whose actions are found to be violative of this Code after giving him/her a reasonable opportunity of being heard.

WAIVERS AND AMENDMENTS OF THE CODE

This Code is subject to continuous review and updation in line with any changes in law, changes in the Company's philosophy, business policies, plans or otherwise as may be deemed necessary from time to time.

ANNUAL AFFIRMATION

All the Directors / Senior Management to whom the code applies shall, after close of every financial year affirm compliance with the Code indicating their continued understanding of and compliance with the code. The duly signed Annual Compliance Declaration shall be forwarded to the Compliance Officer of the Company.

For any clarifications, please contact Mr. Gopal Bansal, Senior Vice President-Finance & Company Secretary who is also the Compliance Officer for the purpose of this code. (gbansal@swarajmazda.net ).