CODE OF ETHICS

THE CONTENTS OF THIS CODE OF ETHICS ("CODE") ARE CONFIDENTIAL AND INTENDED ONLY FOR THE USE OF THE PERSON TO WHOM IT IS ISSUED. NO PART OF THIS CODE MAY BE REPRODUCED OR TRANSMITTED IN ANY FORM OR BY ANY MEANS, WHETHER ELECTRONIC OR MECHANICAL, INCLUDING PHOTOCOPYING, RECORDING, OR BY ANY INFORMATION STORAGE AND RETRIEVAL SYSTEM, WITHOUT THE WRITTEN PERMISSION OF THE MANAGEMENT OF EXCEL CROP CARE LIMITED

Table of Contents

INTRODUCTION

A. Managing Director’s Statement…………………………………………………………………..3

B. Purpose……………………………………………………………………………………………….4

C. Changes in Policies and Rules…………………………………………………….....................4

D. Questions Regarding the Code…………………………………………………………………..5

E. Open Door Policy…………………………………………………………………………………...5

F. Speak Up Policy……………………………………………………………………………………..5

1 Employment

A. Equal Employment Opportunity……………………………………………………………..7

B. Non-discrimination Against & Accommodation of Individuals with

Disabilities........................................................................................................................7

C. Policy Against Harassment…………………………………………………………………..7

D. Complaint Procedure………………………………………………………………………….9

2. Standards of Conduct……………………………………………………………………………..9

A. Guidelines for Appropriate Conduct………………………………………………………9

B. Workplace Searches…………………………………………………………………...........10

C. Alcohol, Drug and Substance Abuse Policy…………………………………………….11

D. Attendance and Timeliness Standards…………………………………………………...12

E. Attire and Personal Appearance…………………………………………………………...13

F. Smoking Policy………………………………………………………………………………..13

G. Use of Communication Devices ….………………………………………………………13

H. Solicitation……………………………………………………………………………………..14

3. Conflict of Interest………………………………………………………………………………...14

A. General…………………………………………………………………………………............14

B. Examples of Conflicts of Interest…………………………………………………………..15

4. Protection of Information………………………………………………………………………..16

A. Confidential and Proprietary Information…………………………………………...........16

B. Privacy of Individuals………………………………………………………………………...17

C. Preserving Proprietary and Confidential Information………………………………….17

5. Intellectual Property Rights……………………………………………………………………..19

6. Environment, Health And Safety……………………………………………………………….20

A. Environment, Health and Safety Policy…………………………………………………..20

B. Environmental Laws………………………………………………………………………….20

C. Safety and Health Laws………………………………………………………………………21

D. Penalties………………………………………………………………………………………..22

E. Guiding Principles……………………………………………………………………............22

F. Implementing the Policies……………………………………………………………..........23

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7. Improper Payments……………………………………………………………………………….24

8. Political Contributions……………………………………………………………………………25

9. Corrupt Practices………………………………………………………………………………….25

10. Legal Controls on International Commerce…………………………………………………..26

A. General…………………………………………………………………………………………..26

B. Chemical Weapons Control………………………………………………………………….26

C. Imports and Exports…………………………………………………………………………..26

D. Countervailing & Anti Dumping ……………………………………………………………27

11. Competition Law and Consumer Protection…………………………………………………27

A. General………………………………………………………………………………………….27

B. Antitrust Laws………………………………………………………………………………...27

C. Penalties………………………………………………………………………………………..28

D. Guidelines……………………………………………………………………………………..28

Annex (A) - CERTIFICATE OF UNDERSTANDING AND COMPLIANCE …………………............30

Incident Reporting Form………………………………………………………………………………….31

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A. Managing Director’s Statement

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B. Purpose

This “Code of Ethics” (“Code”) has been prepared to acquaint you with the policies, rules

and regulations (“Policies”) of Excel Crop Care Limited (the “Company”) that apply to all

employees in Management & Staff Category, full time consultants & retainers, of the

Company and the members of the board of directors of the Company (“Employee” or

“Employees”). Please read this Code carefully and carry out your business activities in

accordance with it.

The purpose of this Code is to aid you in conducting yourself in a legally and ethically

appropriate manner and to define the scope of your responsibilities during the period of

your employment with the Company. Our business at the Company is predicated on the

good reputation of our staff for their integrity and high moral standards. It is the policy of

the Company to prevent the occurrence of unethical or unlawful behavior, to halt any

unethical or unlawful behavior that may occur as soon as reasonably possible after its

discovery and to discipline those who violate the Policies contained in the Code and the

Company‟s related rules and regulations, including individuals responsible for the failure

to exercise proper supervision and oversight to detect a violation by their subordinates.

You are responsible for reading and complying with the contents of this Code as well as

the laws and regulations applicable in India and those of other countries in which the

Company conducts business and the Company‟s regulation and rule applicable to you.

Your performance appraisals will in part reflect your adherence to the Company

Policies and the said laws and regulations, and the violation of the Polices, or

violation of the said laws and regulations may result in disciplinary action up to and

including immediate termination of employment. You must also realize that violation of

such Policies, laws and regulations may result in sanctions on the Company and

yourself as well as your imprisonment.

C. Changes in Policies and Rules

The Policies are subject to change as international and national local laws change or at

any time at the sole discretion of the Company as are all other policies, rules, regulations,

procedures, benefits and other programs.

Changes of the Policies will be effective on dates designated by the Company. The

Policies supersede all pre-existing policies, rules, regulations procedures, benefits

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other than mandatory policies under the Indian laws, rules and regulations, to the extent

that they conflict with the Policies. You may not rely on policies, rules, regulations,

procedures, benefits and other programs that have been superseded. Supervisors and

managers do not have any authority to alter the Policies.

D. Questions Regarding the Code

The Code cannot encompass all the possible situations you may encounter during the

course of your employment; for that the Company must rely on Employees‟ good sense

of what is right and prudent. If you have any questions concerning the contents or the

application of this Code or the Policies, please review and clarify them with your

supervisor or Compliance Officer (Company Secretary)/HR Department.

E. Open Door Policy

Misunderstandings or conflicts can arise in any organization. To ensure effective

relations, between you and the Company, an open and free discussion with your

immediate supervisor, department head, or a member of the human resources

department is encouraged. These individuals will endeavour to work out a satisfactory

solution to the problem.

F. Speak Up Policy

Internal Speak Up

If an Employee has evidence or otherwise suspects with good reasons that: (a) a crime

or a violation of the Policies relating to the Company has been committed on premises

by another Employee, (b) a crime or a violation of the Policies relating to the Company

has been committed off premises by any Employees, or (c) a crime or a violation of the

Policies has been committed by the Company, or (d) any action has been taken by any

Employee, or the Company, the continuance of which would lead to a crime or a violation

of the Policies (collectively "Violation" or "Violations"), the Employee shall immediately

report this evidence or his or her suspicions to HR Department/ Compliance Officer

(Company Secretary).

In the event the person suspected of Violation is in the category of General Manager and

above of the Company, an Employee may report to Joint Managing Director/Managing

Director of the company.

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In the event the person suspected of Violation is Ethics Compliance Officer, Joint Managing

Director, Managing Director or Director of the Company, an Employee may report to

“Chairman of Audit Committee” of the company.

Each Employee has an obligation to alert the Company to any situation in which a Violation

is taking place or is, in the opinion of the Employee, likely to occur. The Employee should

report any Violations or possible Violations even if the activity in question has not yet

occurred, but is being planned or considered. Furthermore, the Employee must report to

the HR Department/ Compliance Officer (Company Secretary) if the Employee has been

asked by any other Employee to do something that the Employee believes will result in a

Violation.

The Employee need to have good reason but need not be certain that a Violation has

occurred or is about to occur. Nor does the Employee need proof before reporting any

Violation or suspicion of a Violation.

In relation to the Speak-Up process the Company gives the following assurance to ensure

privacy and fair treatment:

Any Employee, who reports incidents that he or she believes to be a Violation, or who is

involved in an investigation of a Violation, will not be subject to reprisal or retaliation as a

result of such reporting or involvement. Retaliation is a serious violation of the Code and

should be reported immediately.

The report and investigation of allegations of retaliation will be conducted in a manner set

forth below. Any person found to have retaliated against an individual for reporting or for

participating in an investigation of allegations will be subject to appropriate disciplinary

action. Intentionally false or malicious reporting by an Employee, which has the effect of

slander or defaming another Employee, shall be treated likewise as a serious violation of

the Code.

All reports and investigations will be handled confidentially to the extent possible. Everyone

involved in an investigation will use their best efforts to remain impartial and objective, and,

to the extent possible, will observe basic principles of due process. The identity of the

person shall be kept confidential to the extent possible and permitted under the law. Any

other employee assisting in the said investigation shall also be protected to the same extent.

No Employee will be decided to have behaved unethically or illegally before he or she has

had a reasonable opportunity to explain the circumstances.

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1. EMPLOYMENT

A. Equal Employment Opportunity

The Company provides equal employment opportunities to all Employees and applicants

for employment without regard to race, caste, colour, religion, sex, nationality, origin, age,

marital status, sexual preference, disability or status in any group protected by laws and

regulations, in accordance with applicable laws and regulations.

In addition, the Company complies with all applicable laws and regulations providing for

non-discrimination in employment in every location in which the Company has facilities,

which applies to all terms and conditions of employment, including but not limited to,

hiring, placement, promotion, termination, redundancy, layoff, recall, transfer, leaves of

absence, compensation, and training.

B. Non-discrimination Against and Accommodation of Individuals with

Disabilities

The Company complies with all applicable laws and regulations providing for non-

discrimination in employment against qualified individuals with disabilities. The

Company also provides reasonable accommodation for such individuals in accordance

with these laws and regulations.

It is the Company's policy to, without limitation:

a. Ensure that qualified individuals with disabilities are treated in a non-discriminatory

manner in the pre-employment process and that Employees with disabilities are

treated in a non-discriminatory manner in all terms, conditions, and privileges of

employment.

b. Keep all medical-related information confidential in accordance with the

requirements of the laws and regulations and retain such information in separate

confidential files.

C. Policy Against Harassment

It is the policy of the Company to provide a work environment free from all forms of

discrimination, including sexual harassment and harassment based on any protected

status. The Company is committed to the elimination of all harassment and

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discrimination in the workplace and will not tolerate such behavior, whether by

supervisors or by non-supervisory personnel.

The Company aims to prevent commission of acts of sexual harassment and to achieve

this, Company has a separate “Prevention of Sexual Harrassment policy”, which should

be referred and followed strictly. -

D. Complaint Procedure

Each member of management is responsible for creating an atmosphere free of

discrimination and harassment, or otherwise stated in this Chapter 1.Employment.

Further, every Employee is responsible for respecting the rights of their co-workers. The

Company endeavours to create conditions in respect of work, leisure, health and

hygiene to ensure that there is no hostile environment towards women at the Company's

workplaces and that no female Employee should have reasonable grounds to believe

that she is disadvantaged in connection with her employment.

If you experience any job-related harassment based on your sex, race, national origin,

disability, or another factor protected by applicable laws and regulations, or believe that

you have been treated in an unlawful, discriminatory manner, promptly report the

incident to Functional Head/Vice President (HR)/Compliance Officer (Company

Secretary)

Confidentiality will be maintained throughout the investigative process to the extent

practicable and consistent with the Company's need to undertake a full investigation.

Upon completion of the investigation, corrective action will be taken, if appropriate and

supported by the facts. Corrective action may include, but is not limited to, oral or

written reprimand, referral to formal counseling, financial consequences such as the

reduction or elimination of a discretionary bonus or the postponement of a raise,

disciplinary suspension or probation, or discharge from the Company.

Where you feel that the investigation of your complaint has been carried on in a

discriminatory manner, or that the corrective action proposed to be taken against the

guilty party or parties is wholly disproportionate to the extent of the harassment, the

complainant should request that the matter be reported to the Joint Managing

Director/Managing Director.

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Your complaint will be kept confidential subject to the disclosure necessary for properly

handling the said complaint or otherwise as required by law or court order.

Should the alleged discrimination or harassment occur at a time other than your normal

business hours, you shall file your complaint as early as practicable on the first business

day following the alleged incident. Where harassment occurs as a result of an act or

omission by any third party within the Company‟s premises or is experienced by an

Employee in the course of his/her employment while outside the Company‟s premises,

the Employee ought to report the same to his/her supervisor, the head of department as

soon as possible. The Company shall make all reasonable efforts to assist the affected

person in terms of support and preventive action.

If the Company determines that an Employee has harassed another Employee,

appropriate disciplinary action will be taken against the offending Employee, up to and

including immediate termination of employment.The Company prohibits any form of

retaliation against any Employee for filing a bona fide (in good faith) complaint or for

assisting in a complaint investigation.

However, if, after investigating any complaint of harassment or unlawful discrimination,

the Company determines that the complaint is not bona fide and was not made in good

faith or that an Employee has provided intentionally false information regarding the

complaint, disciplinary action up to and including immediate termination of employment

may be taken against the individual who filed the complaint or who gave the false

information.

2. STANDARDS OF CONDUCT

A. Guidelines for Appropriate Conduct

As an integral member of the Company, you are expected to accept certain

responsibilities, adhere to acceptable business principles in matters of personal conduct,

and exhibit a high degree of personal integrity at all times. This not only involves sincere

respect for the rights and feelings of others but also demands that both in your business

and in your personal life you refrain from any behavior that might be harmful to you, your

coworkers, or the Company, or that might be viewed unfavorably by current or potential

customers or by the public at large. The Company‟s hard-earned reputation for the

highest standards of business conduct rests on the high measure of mutual trust and

responsibility that exists between Employees and the Company. It is based on you as

an individual acting in accordance with the Code.

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The Company‟s basic belief in respect for the individual has led to a strict regard for the

privacy and dignity of each Employee. However, when management determines that

your personal conduct on or off the job adversely affects your performance, that of other

Employees or the legitimate interest of the Company it will become a concern to the

Company. Behavior and conduct that the Company considers inappropriate could lead to

disciplinary action up to and including immediate termination of employment.

If your performance, work habits, overall attitude, conduct or demeanor becomes

unsatisfactory in the judgment of the Company, based on violations of any Policies, or

any other Company rules, regulations, procedures, and programs except for those

superseded by this Code, you will be subject to disciplinary action up to and including

immediate termination of employment.

B. Workplace Searches

To safeguard the property of our Employees, our customers, and the Company, to help

prevent the possession, sale, and use of narcotic drugs and/or psychotropic substances,

alcoholic beverages, pornography, weapons, explosives, and unauthorized possession

of other dangerous items such as incendiary materials and poisonous substances on the

Company's premises and in keeping with the spirit and intent of the Company's Policies,

the Company reserves the right to question Employees and all other persons entering

and leaving the Company‟s premises and to inspect any packages, parcels, purses,

handbags, briefcases, lunchboxes, or any other possessions or articles carried to and

from the Company's property. In addition, the Company reserves the right to search any

Employee's office, desk, files, locker, or any other area or article on the Company‟s

premises. In this connection, it should be noted that all offices, desks, files, lockers and

so forth are the property of the Company and are issued for the use of Employees only

during their employment with the Company. Inspections may be conducted at any time at

the sole discretion of the Company.

Persons entering the premises who refuse to cooperate in an inspection conducted

pursuant to the Policies shall not be permitted to enter the premises. Employees working

on or entering or leaving the premises who refuse to cooperate in an inspection, as well

as Employees who after the inspection are believed to be in possession of stolen

property (including confidential company information) or any narcotic drugs/psychotropic

substances, alcoholic beverages, pornography, weapons, explosives and other

dangerous items such as incendiary materials and poisonous substances can be sent

immediately to the Security Incharge/HR Department. Such Employees can be subject

to disciplinary action up to and including immediate termination of employment, if on

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investigation they are found to be in violation of the Company's security procedures, any

other Company rules and regulations procedures, or any other programs except for

those superseded by this Code.

C. Alcohol, Drug and Substance Abuse Policy

The Company seeks to provide Employees with a working environment that is free of

problems associated with the use and abuse of narcotic drugs/psychotropic substances

and alcohol. The term "narcotic drug" is defined under Section 2 (xiv) of The Narcotic

Drugs and Psychotropic Substances Act, 1985 (the "NDPS Act") as 'coca leaf, cannabis

(hemp), opium poppy straw and includes all manufactured drugs. "Psychotropic

substances", as per Section 2 (xxiii) of the NDPS Act, means any substance, natural or

synthetic, or any natural material of any salt or preparation of such substance or material

that finds a mention in the list of substances specified in the schedule to the NDPS Act.

The Company requires a drug-free workforce. The use of any narcotic

drugs/psychotropic substances subjects the Company to unacceptable risks as well as

undermines the efficiency of expected performance. Any measurable amount of narcotic

drugs/psychotropic substances in your body can inhibit and adversely affect your

performance and can subject your co-workers and this Company to unnecessary risks

associated with drug use and abuse.

All Employees are expected to report to work, whether on Company property or on

Company business, free of the influence of narcotic drugs/psychotropic substances or

alcohol.

Being under the influence of or alcohol or consumption of narcotic drugs/psychotropic

substances while on Company property or on Company business is prohibited, and will

result in disciplinary action up to and including termination, and when appropriate, may

result in referral to law enforcement authorities. The consumption of alcohol while on

Company property or on Company business is also prohibited and will result in

disciplinary action up to and including termination.

Furthermore, any Employee, while on Company business or on Company property, who

produces, manufactures, possesses, sells, uses, consumes, purchases, distributes or

receives any narcotic drugs/psychotropic substances shall, in addition to being made

subject to disciplinary action up to and including termination, be referred to law

enforcement authorities. Narcotic drugs/psychotropic substances confiscated will be

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turned over to law enforcement authorities. Employees may be required to cooperate in

searches of Company and personal property when the presence of narcotic

drugs/psychotropic substances or alcohol is indicated. Refusal to cooperate with this

procedure may result in disciplinary action and termination.

At its discretion, the Company may require Employees who violate the Policies in this

Section C successfully complete a drug abuse or alcohol dependency assistance or

rehabilitation program as a condition of employment. Participation in such a program

does not excuse Employees from complying with the Policies or from meeting normal job

requirements during or after receiving assistance. Nor will participation prevent the

Company from taking disciplinary action, up to and including termination, for improper

conduct or poor performance that occurs before or after the Employee's seeking

assistance through the program.

D. Attendance and Timeliness Standards

1) General

Attendance and punctuality are essential to the proper operation of any business, and

are important aspects of job performance.

2) Reporting

If you are unable to work for any reason, if you will arrive late, or must leave early, you

are obliged to so notify/take approval to/from your supervisor or, in your supervisor's

absence, another manager who is available, before starting time or before leaving the

job, as the case may be before you are scheduled to begin or leave work.

3) “No Fault” Absence System

Absenteeism or tardiness that is unexcused or excessive in the judgment of the

Company is subject to disciplinary action up to and including immediate termination of

employment.

4) Absence Due to Illness or Injury

A physician statement of reason for absence when an Employee returns to work

following an absence attributed to illness or injury after 3 (three) days will be required

before you are permitted to return to work. In such instances the Company also reserves

the right to require you to submit to an examination by a physician designated by the

Company at its sole discretion and expense. Any absence due to illness or injury

requires the proper form provided by the Company to be completed, signed by your

supervisor, and sent to the Head of HR Department. These forms are kept in confidential

files maintained separately from personnel files.

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5) Absence without Notice

For the Company to operate its business effectively, you are obligated to inform your

supervisor of your status when you are off work for any reason. If you fail to notify your

supervisor, the Company will take appropriate disciplinary action up to and including

immediate termination of employment. If you do not keep your supervisor informed of the

reason why you are off work while you are off work, the Company may take appropriate

disciplinary action up to and including immediate termination of employment

E. Attire and Personal Appearance

Employees‟ selection in style of attire and behavior is essential to the efficient operation

of the Company. Employees are, therefore, required to dress in appropriate business

attire or, if any, wear designated uniforms and behave in a professional businesslike

manner. Please use good judgment in your choice of work-clothes and remember to

conduct yourself at all times in a way that best represents the Company.

F. Smoking Policy

All Employees have a duty to take reasonable care for the health and safety of

themselves, their colleagues and other persons with whom they may interact in the

course of their employment.

Smoking /consumption of alcohol are prohibited in any "Workplace Area". Workplace

Areas shall mean the office/factory. All Workplace Areas are designated „NO SMOKING

ZONES‟. The Company complies with laws and regulations governing smoke-free work

environments and where lawful and appropriate has designated "smoking rooms" for use.

This Policy applies also to visitors whilst in the Workplace Areas. Employees smoking in

Workplace Areas may be subject to disciplinary action Complaints about violations of the

Company's smoking policy may be filed with HR Department

G. Use of Communication Devices

Company communication and document management devices, such as telephones,

facsimiles (fax), word processing and/or Internet and e-mail devices (collectively,

“Devices”) are to be used for business purposes.

All communications on the Devices, like all other forms of communications, are to be

free from inappropriate messages such as messages that are discriminatory, harassing

(including any messages that violate the Company‟s Policies against harassment stated

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in Chapter “1. Employment”), defamatory, sexually explicit, racist, casteist, communally

offensive, pornographic or obscene. All use of the Devices must comply with applicable

laws, including copyright, trademark and any applicable software licenses.

All communications on Devices are considered to be the property of the Company and

authorized Employees may access and disclose to the authorized recipients the contents

of your communication made through Devices.

The Company may preserve the contents of all such communications made through

these Devices for several days from the date such communication is made. Periodically,

the Company may delete all of such contents and permanently purge them from record.

If the Company becomes involved in an investigation, litigation or other proceeding,

which may necessitate the subpoena (summons), review or production of Company

records, the Company may suspend the regular deletion of all or part of such contents of

communications made through Devices for an indefinite period without prior notice.

H. Solicitation

In the interest of maintaining a proper business environment and preventing interference

with work and inconvenience to others, Employees may not and may not cause, permit,

suffer to be done to distribute literature or printed materials of any kind, sell merchandise,

solicit financial contributions, or solicit for any other cause on Company premises or

during working time. Employees who are not on working time (for example, those on

lunch break) may not solicit Employees who are on working time for any cause or

distribute literature of any kind to them. Furthermore, Employees may not distribute

literature or printed material of any kind in working areas at any time.

Employees who violate this policy of this Section H are subject to disciplinary action

3. CONFLICT OF INTEREST

A. General

Employees are supposed to devote their best efforts to the interest of the Company and

the conduct of its affairs. Employees are to contact their supervisor or Compliance

Officer/HR Department If Employees have any questions regarding a possible conflict of

interest that might interfere with their job responsibilities with the Company..

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You shall recognize that conflicts of interest generally arise in four situations.

1) When an Employee or a member of the Employee‟s family has significant direct or

indirect financial interest in, or obligation to an actual or potential competitor,

supplier or customer of the Company, or any entity in which the Company has an

ownership interest;

2) When an Employee conducts business on behalf of the Company with a supplier

or customer of which the Employees relative is a principal, an officer or a

representative;

3) When gifts from a current or potential supplier or customer are accepted by an

Employee, a member of the Employee‟s family, or any person, charity or other

entity designated by the Employee, in violation of Gifting & entertainment policy of

the company, and

4) When an Employee misappropriates information obtained in the course of his or

her employment.

The Company defines a supplier as including a provider of not only goods, but also

services. A supplier could be a consultant, a transportation company, financial institution,

equipment-leasing firm, realtor, or technology licensor.

Customers include those who buy our products or services or licensees of our

technology and /or intellectual property rights. Customers also include those who can

exercise major influence on our customers.

B. Examples of Conflicts of Interest

1) An Employee who owns directly or beneficially, a significant financial interest in an

actual or potential supplier or customer or in a company in which the Company has an

ownership interest, may not, without full disclosure and specific written clearance by

Joint Managing Director and the Managing Director, be assigned to a position in which

the Employee can influence decisions with respect to business with that supplier, or

customer or company.

Employees who especially need to be aware of conflicts of interest include those who

draw specifications for supplier‟s products or services, recommend, evaluate, test or

approve such things; or participate in the selection of, or arrangement with, suppliers.

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2) Accepting frequent or lavish entertainment from an existing or potential supplier or

customer is prohibited. Permitting a supplier‟s representative to pay for a meal is not

offensive so long as business was discussed in a proper manner, and there is no intent

to influence the Employee‟s loyalty to the Company.

You shall make every effort to refuse to accept, or to return, any gift from supplier or

customer However, if you determine that the donor would be insulted or embarrassed if

the gift is refused or returned, a conflict can nevertheless be avoided by promptly by

surrendering the gift, you must record the details in the Gift/Entertainment Declaration

Form. The duly completed form shall be submitted to the HR Department and delivering

the gift or a cheque payable to the Company forthe fair value of the gift determined by

Joint Managing Director/Managing Director, which the Company will donate to charity.

3) An Employee may not use information obtained as a result of his or her

employment for personal profit or as the basis for a “tip” to others unless the Company

has made that information generally available to the public.

This applies whether or not direct injury to the Company appears to be involved.

The requirement embraces any situation in which undisclosed information may be used

as the basis for inequitable bargaining with an outsider.

For example, the purchase of real estate near property that an Employee knows is being

considered for purchase or development by the Company would be a conflict.

4. PROTECTION OF INFORMATION

A. Confidential and Proprietary Information

During the course of your employment, you will be working with customer and supplier

lists and data, present and potential business systems, strategies and processes, future

plans, R&D data, personnel information, plans and strategies, data relating to pricing,

costs and margins, medical information, manufacturing, marketing and distribution data,

security codes, passwords, financial or technical or service information, intellectual

property and all other information that the Company considers confidential and

proprietary to the Company (“Confidential Information”). Unauthorized utilization,

release, discussion or disclosure in any manner of the Confidential Information is

prohibited, and also the Confidential Information is limited to those persons who have a

need to know. Maintaining confidentiality is extremely important to the Company‟s

competitive position and ultimately, to the Company‟s ability to achieve financial success

and provide employment stability. Employees must protect the Confidential Information

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by safeguarding it when in use, filing it properly when not in use, and discussing it after

prior authorization from their superiors only with those who have a legitimate business

need to know. Employees are also responsible for the internal security of the

Confidential Information.

Further, the Company does not expect you to disclose any confidential or proprietary

information you acquired through your former employment; and you are to consult with

the Compliance Officer/HR Department if your supervisor or any other member of the

Company attempts to force you to disclose any of such information that you believe

belongs to your former company.

B. Privacy of Individuals

How information about individuals is collected, maintained and disclosed affects virtually

every individual with whom the Company deals, including Employees.

The Company respects the confidentiality of such information as part of Confidential

Information, including computerized information, relating to individuals. To this end the

Company will guard against unauthorized or improper disclosure of such Confidential

Information.

It is the Company‟s policy to comply with all laws, rules and regulations that protect the

privacy of individuals by regulating the collection, maintenance and disclosure of

personal information. Employees also are supposed to comply with these laws, rules

and regulations.

C. Preserving Proprietary and Confidential Information

To ensure the confidentiality of Confidential Information as stated in this Chapter 4

Sections A and B, each Employee is obliged to protect the Confidential Information

acquired during the course of employment and not to disclose the same to unauthorized

personnel within the Company or persons not employed by the Company. To do so, it is

important that every Employee make a conscientious effort to protect

Confidential Information. The unintentional disclosure of Confidential Information can be

just as harmful as intentional disclosure. Also, all Employees are obligated to exercise

diligence in ensuring that temporary personnel retained by the Company are advised of

their obligation to maintain the confidentiality of any Confidential Information learned

about or from the Company, its Employees or its customers.

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In addition, all Employees who have managerial responsibility shall take reasonable

steps to ensure that Employees are familiar and in compliance with these Policies. Upon

and after leaving employment with the Company, no former Employee shall use or

disclose Confidential Information. The following list of DO'S and DON'TS is intended to

provide guidance to enable each Employee to comply with the Policies stated in this

Chapter.

1) DO handle all documents containing Confidential Information carefully and DO

NOT leave in open areas or in plain sight such as on desks, on telecopiers or

photocopiers.

2) DO escort visitors directly to their destination and DO NOT permit access to

Employee‟s offices or conference rooms where documents are displayed or

otherwise available.

3) DO NOT discuss matters that may include Confidential Information in hallways,

elevators, or away from the Company‟s premises, particularly in circumstances

where they could be overheard (ex. limousines, trains and airplanes).

4) DO take extreme care whenever sensitive materials, which may include

Confidential Information, are transmitted to persons outside of the Company and

DO accompany such materials with appropriate labels and covering memorandum

when delivering such materials.

5) DO take particular care of documents created by the Company for its customers or

Employees, which are stored on computer disks or hard-drives. DO keep all

computer disks in a secure location to reduce the risk of improper copying. DO

NOT leave sensitive data that may include Confidential Information on a hard-drive

unless access to it can be blocked.

6) DO be sensitive to possible access by unauthorized persons to information

conveyed by e-mail, voice message services or via cellular phones.

19

7) DO NOT handle any documents representing Confidential Information or

documents that could be construed to be Confidential Information, unless the

same are addressed to you or in the alternative, unless you have sought requisite

authorization permitting you to handle such Confidential Information.

Employees who violate these Policies will be subject to disciplinary action up to and

including immediate termination of employment and Employees as well as former

Employees also may be subject to severe penalties for such violation.

5. INTELLECTUAL PROPERTY RIGHTS

Patents, copyrights, trademarks/trade names, designs and other valid intellectual

property rights are protected under applicable laws giving its owner the right to enjoin

infringement and recover damages. You shall not use valid intellectual property of any

other party including that of the Company without authorization by its owner, the

Company or those with the authority to do so. Obtaining confidential and proprietary

information of a third party in an improper way or in breach of a confidentiality obligation

with a third party may violate unfair competition laws and regulations and expose the

Employee and the Company to an injunction and damages. If you have any questions

concerning the Policies stated in this Chapter, laws and regulations concerning

intellectual property rights, you shall review and clarify them with Compliance Officer

(Company Secretary).

Employees who violate the Policies stated in this Chapter are subject to disciplinary

action up to and including immediate termination of employment.

Any work created, invention conceived or reduced to practice or other such intellectual

property developed by an Employee in the course of the Employee‟s performance of his

or her job responsibilities, during the Employee‟s work hours, on the Company‟s

premises, with any of the Company‟s resources or that is in any way related to the

business of the Company shall be regarded as 'works for hire', and all rights, title and

interest therein shall, without any further act or deed, vest solely with the Company to

the exclusion of the Employee. The Employee shall have no right, title, interest or other

claim whatsoever over any intellectual property rights that may be created by him/her

while in the employment of the Company. Further, the work created, invention conceived

or reduced to practice or other such intellectual property developed by an

Employee shall be promptly disclosed to Joint Managing Director/Managing Director

and/or Compliance Officer (Company Secretary) work and the entirety of the intellectual

property in such work/s shall be regarded as assigned to the Company in perpetuity. All

20

relevant Employees shall, if so required by the Company, execute such written

instruments and do other such acts as may be necessary in the opinion of the Company

or its counsel to secure the Company‟s rights in such intellectual property. The

Company may, at its sole discretion, waive the Policies stated in this Paragraph upon the

written request by the Employee

6. ENVIRONMENT, HEALTH AND SAFETY

A. Environment, Health and Safety Policy

The Company is committed environmental, health and safety protection for its

Employees, customers, neighbors and others who may be affected by its products or

activities. This policy also applies to our factories, research laboratories and every other

facility within the control of the Company. Our commitment not only complies with legal

requirements, it is intended to surpass them.

The laws mentioned in this Chapter are only for examples and do not constitute an

exclusive list of applicable environmental, health and safety laws. Employees are

required to review and clarify their understanding of all applicable laws and regulations

with Ethics Compliance Officer to ensure their understanding and compliance.

B. Environmental laws

National and local environmental laws regulate the emission of pollutants into the

atmosphere, the discharge of pollutants into surface and underground waters and the

handling, storage and disposal of hazardous materials and wastes.

Important central laws in this area include:

(a) the Environment (Protection) Act, 1986 (the "EPA") and the Rules made there

under, the primary Indian legislation relating to the protection and improvement of

the environment and the prevention of hazards to human beings, other living

creatures, plants and property;

(b) the Hazardous Wastes (Management and Handling) Rules, 1989 (the

"Hazardous Wastes Rules"), made under the EPA. The Hazardous Wastes Rules

establishes a system for the collection, reception, treatment, transport, storage and

disposal of hazardous wastes from their creation to their disposal, otherwise

referred to as "from the cradle to the grave";

(c) The Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989, made

under the EPA. The principal objective of the regulation is the prevention of major

accidents arising from industrial activity, the limitation of the effects of such

21

accidents both on humans and the environment and the harmonization of the

various control measures and the agencies to prevent and limit major accidents;

(d) The Chemical Accidents (Emergency Planning, Preparedness and Response)

Rules, 1996, made under the EPA. The rules stipulate chemicals that are

hazardous and define the situations that could constitute hazards. The rules also

make it mandatory for the Central Government to constitute crises groups and set

up a crisis alert system;

(e) The Water (Prevention and Control of Pollution) Act, 1974 and Rules framed

there under, which provides for the prevention and control of water pollution; and

(f) The Air (Prevention and Control of Pollution) Act, 1981 and Rules framed there

under, an Act providing for the prevention, control and abatement of air pollution.

The Company‟s policy is to ensure that the Company and Employees follow these laws

and regulations and comply with all aspects involved.

C. Safety and Health Laws

Other laws also safeguard health, safety and the environment. The Factories Act, 1948,

read with the relevant state Factories Rules, was enacted with the object of ensuring

adequate safety measures and to promote the health and welfare of those employed in

factories in India. Inter alia, the statute provides the following:

a) guidelines on cleanliness, disposal of wastes & effluents, dust & fumes, artificial

humidification, etc.;

b) provides for the safety of workmen while at work, requiring by fencing of machinery,

precaution against dangerous fumes and gases, fires, safety of building and

machinery, etc.;

c) compulsory disclosure of information by the occupier, emergency standards,

permissible limits of exposure of chemical and toxic substances; etc.;

d) specifies welfare measures for workmen, such as facilities for washing, storing and

drying clothing‟s, provision of first aid appliances, canteens and rest rooms.

e) provisions for dangerous operations, prohibit of employment on account of serious

hazard, Notification of certain accidents & dangerous occurrences, etc.

The Insecticides Act, 1968 (the "IA") read with The Insecticides Rules, 1971 (the "IR",

as amended from time to time) seeks to regulate the import, manufacture, sale, transport,

distribution and use of insecticides with the aim of preventing human beings and animals

being put at risk. The IA and the IR contain various provisions pertaining to registration

and licensing of persons engaged in manufacturing, selling, storing and distributing

22

insecticides and prohibits the import, sale, distribution, transport and manufacture of

certain types of insecticides. The IA and IR also provide for use of protective equipment

and clothing by workers in the course of manufacture, transport, distribution etc. of

insecticides and the provision of safety training and first aid facilities. The method of

packing and labeling of insecticides is also covered under the IA and the IR.

D. Penalties

The laws and regulations in this area are complex, and violation can result in severe

criminal and civil penalties for the Company and also for individuals. Criminal penalties

including imprisonment can be imposed for knowingly, or in some cases even negligently,

violating standards or making false statements.

If you learn from any source that material manufactured, processed or distributed by the

Company presents potential risk of injury to health or the environment or if you are faced

with an environmental, health or safety issue, you shall contact Ethics Compliance

Officer.

E. Guiding Principles

In fulfilling the Policies and complying with the laws mentioned in this Chapter, the

Company will be committed to continuous improvement of its facilities toward the

ultimate goal of zero accidents, illnesses, waste and environmental incidents. The

Company will develop and implement environment, health and safety plans for facilities

under its control using good management practices consistent with the following

principles.

1) Provide all Employees with a safe and healthful workplace.

2) Operate facilities so as to prevent harm to public health and the environment, to

conserve energy, water and raw materials, and to make a positive contribution to

the surrounding community.

3) Assure that products can be produced, distributed, used and disposed of safely

and advise customers on their safe use and handling.

23

4) Engage all key interested parties in a dialog with respect to facility activities and

appropriately respond to any concerns.

5) Promptly alert potentially affected persons to the known or reasonably foreseeable

hazards of raw materials, products, by-products and activities, and inform them

about proper protective measures.

6) Work with others to resolve problems created by handling or disposal of hazardous

substances.

7) Contribute to the public's understanding and management of any significant risks

arising from products or activities originating in Company facilities.

8) Train, equip and support all Employees in the management and implementation of

environmental, health and safety activities.

9) Contribute to development of responsible and cost-effective governmental

standards, laws and regulations concerning the environment, health and safety

and cooperate in such matters with all levels of government.

F. Implementing the Policies

In order to effectively initiate, improve and sustain growing environment, health and

safety performance expectations, a management system that defines requirements and

strives for 100% conformance to those requirements will be implemented at each

Company facility. This management system includes the elements of:

1) Management commitment/leadership

The Company's concern and responsibility for environment, health and safety begin with

the Board of Directors. Each and every level of management must be actively involved

and committed to the letter and spirit of this policy.

2) Planning

The Company is responsible for planning and implementing its activities in a manner

consistent with the Policies and its guiding principles.

3) Objectives

Specific objectives and targets will be established and measured for key environment,

health and safety areas, including pollution prevention, regulatory compliance, safety

24

and health performance, and other activities addressed in Section “D. Guiding

Principles” of this Chapter.

4) Monitor and assess

The Company is responsible for monitoring and assessing its operations to ensure that

Policies, objectives and targets are met. The Company's Board of Directors will utilize

formal audits to periodically assess and verify compliance with requirements.

5) External affairs and accountability

The Company accepts its responsibility to cooperate with all levels of government. In this

regard, the Company will make special efforts to be aware of legislative proposals and to

make the Company's position on relevant environmental, health and safety matters

known to legislators and other public officials. Further, as a responsible corporate citizen,

the Company will contribute to the development of effective regulations in the

environmental, health and safety areas.

6) Compliance

Each Employee is obligated to comply with the Policies stated in this Chapter.

Employees who violate these Policies will be subject to disciplinary action up to and

including immediate termination of employment.

7. IMPROPER PAYMENTS

The Company specifically prohibits offering, giving, soliciting, or receiving any form of

bribe or kickback. These are criminal acts and can result in criminal prosecution of both

the individual involved and the Company. Personal funds or resources may not be used

to do that which is otherwise prohibited.

As per the Prevention of Corruption Act, 1988, any person abetting a public servant

taking gratification other than legal remuneration in respect of an official act, or abetting

any person being, or expecting to be a public servant, in accepting or agreeing to accept

or attempting to obtain any gratification whatever, other than legal remuneration, or

abetting any person in taking gratification, in order, by corrupt or illegal means, to

influence public servant, or abetting any person in taking gratification, for exercise of

personal influence with public servant, or abetting any public servant obtaining valuable

thing, without consideration from person concerned in proceeding or business

transacted by such public servant, is punishable with imprisonment of a term between

six months to five years and is also be liable to be fined. Persons found guilty are also

liable to be punished under the Indian Penal Code, 1860.

25

As a general rule all gifts to central, state, public sector or municipal employees or other

public officials are forbidden. In those infrequent instances when it may be customary

and lawful to give such a gift, its appropriateness must be discussed with your supervisor

or Ethics Compliance Officer. Any gift provided under these circumstances must be of

nominal value and must be given in an open and aboveboard manner. Employees who

violate this policy are subject to disciplinary action up to and including immediate

termination of employment.

8. POLITICAL CONTRIBUTIONS

Company Policies prohibit the use of Company funds, assets, services or use of facilities,

on behalf of any political party, candidate, or committee, except to the extent, permitted

under the Companies Act, 2013

The Company is prohibited from compensating or reimbursing any Employees or

individuals associated with the Company, in any form, for a political contribution that

these persons intend to make or have made.

The Company‟s policy is not intended to discourage or prohibit any Employee or

individual associated with the Company from voluntarily making personal political

contributions; from participating in the political process on their own time and their own

expense; from expressing their own personal views on legislative or political matters; or

from otherwise engaging in political activities.

9. CORRUPT PRACTICES

The Company complies with all laws and regulations concerning bribery to

individual and entities.

Under the Prevention of Corruption Act 1988, it is illegal for an individual to give,

or to receive any benefit in cash or in kind as an inducement to or reward for any person

doing or refraining from doing anything (or for showing favour or disfavour to any person).

The Company prohibits providing bribes to both government officials and non-

government persons.

The provisions of the Prevention of Corruption Act have effect, in relation to citizens of

India, outside as well as within India. Where an offence under the Prevention of

Corruption Act is committed by a Indian citizen in any place outside India, he may be

dealt with in respect of that offence as if it had been committed within India.

26

Any payment to a foreign official for the purpose of influencing that individual to assist in

obtaining or retaining Company business for any person, including any business

organization, is prohibited. The Company strictly prohibits any Employee from making

any payment on Company‟s behalf, which would violate those laws and regulations.

Employees who violate this policy are subject to disciplinary action up to and including

immediate termination of employment. This section of the Code is supplemented by the

Company‟s Compliance Manual for Bribery Prevention.

10. LEGAL CONTROLS ON INTERNATIONAL COMMERCE

A. General

It is the Company‟s policy to strictly comply with the Foreign Trade (Development and

Regulation) Act 1992, Weapons for Mass Destruction and Their Delivery Systems

(Prohibition of Unlawful Activities) Act No.21 of 2005, etc. and the various rules

regulations there under, which controls the transfer and brokering of identified strategic

goods or strategic good technology capable of being used, inter alia, for the production,

development and acquisition of weapons capable of causing mass destruction and

missiles capable of delivering such weapons.

Non-compliance with the above mentioned regulations is an offence punishable by fine

or imprisonment or both. The fine could extend up to three times the value of the goods

and technology in respect of which the offence is committed.

B. Chemical Weapons Control

The manufacture, use and sale of chemicals and technical data that have chemical-

weapons applications are regulated by the Chemical Weapons Convention Act 2000.

It is the Company's policy not to sell, domestically or in export, any chemicals or other

merchandise or data in a manner that supports any possible chemical-weapons use.

C. Imports and Exports

The import and export of goods into and out of India is regulated by the Foreign Trade

(Development and Regulation) Act 1992. Under the Act, the Minister for Finance or the

Minister for Trade and Industry (depending on the type of goods involved) may make

regulations for the registration, regulation and control of all or any class of goods

imported into, exported from, transshipped in or in transit through Singapore. This

includes the taking into or out of Singapore of any ship, aircraft or vehicle which may be

prohibited or regulated by any such regulations as an importation or exportation of goods,

27

notwithstanding that the ship, aircraft or vehicle is conveying goods or passengers, and

whether or not it is moving under its own power.

The Company is committed to ensuring that it is fully compliant with the Foreign

Exchange Management Act, 1999 and the rules/regulations issued thereunder.

Company policy mandates that proper professional advice is sought and that the

Company is in continuing compliance with all foreign legislations governing trade,

exports and imports to the extent that the same are applicable to the Company‟s

Activities. Employees who violate this policy may be subject to disciplinary action up to

and including immediate termination of employment.

D. Countervailing and Anti-Dumping Duties

The import of goods into India is regulated by the Customs Tariff Act 1975 and the

Anti-Dumping [Customs Tariff (Identification, Assessment and Collection of Anti-

Dumping Duty in Dumped Articles and for Determination of Injury)] Rules 1995.

Any goods imported into India may be subject to the imposition by the Minister for

Finance of countervailing duties where it is determined that a countervail-able subsidy is

being provided with respect to the subject goods and injury is found to exist. Similarly,

any goods imported into India may be subject to the imposition by the Minister for

Finance of anti-dumping duties where the export price of the subject goods is less than

the normal value, and injury is found to exist.

11. COMPETITION LAW AND CONSUMER PROTECTION

A. General

This Chapter requires a standard of conduct that is consistent with the Company's policy

to uphold and comply with the antitrust laws. Strict adherence to these standards will

help Employees and the Company to avoid criminal and civil penalties. Such adherence

also will insure that the Company will continue to act as a vigorous but fair competitor

within the marketplace. Employees who violate this policy may be subject to disciplinary

action up to and including immediate termination of employment.

B. Antitrust laws

The Antitrust laws have evolved over a period of many years in response to a need to

promote vigorous competition at all levels of commerce, while protecting the interests of

the Indian consumer. The principal antitrust law that affects your business discussions

and dealings is the Competition Act, 2002. The Act focuses and governs three areas of

competition, viz., agreements amongst enterprises, abuse of dominance and

combinations among enterprises.

28

Activities that are illegal under the Competition Act include price fixing, market-sharing

conduct that includes agreements or arrangements to "stabilize" prices with distributors

or competitors and any other agreements that may have an "appreciable adverse effect"

on competition in the country. Less well known but equally illegal, are arrangements,

understandings, discussions or "gentlemen's agreements" with competitors about

allocation of production, customers or territories. Discussions or "understandings" with

our distributors regarding bidding arrangements, agreements to boycott certain

customers or suppliers, also are strictly prohibited as a matter of Company policy.

Regardless of how innocent discussions of these topics may seem, they may be illegal.

The Competition Act also makes it illegal under some circumstances, to require a

customer to buy one product as a condition of purchasing another product. Such

arrangements are called "tying" agreements and may be illegal. The Competition Act

further prohibits you, under some circumstances, from insisting that customers purchase

all of their requirements of a certain kind of product from the company designated by the

Company, or that they deal exclusively with the company designated by the Company

and not purchase services or products from its competitors. The Consumer Protection

Act, 1986 ("CPA") was introduced to provide for better protection of the interests of

consumers and for that purpose to make provision for the establishment of consumer

councils and other authorities for the settlement of consumer's disputes and for matters

connected therewith. Basic rights of consumers as provided by the CPA include the

following:

a) protection against marketing of goods and services which are hazardous to life and

property;

b) right to be informed about the quality, quantity, purity, standard and price of

goods/services, to protect the consumer against unfair trade practices;

c) right to be assured access to variety of goods and services at competitive prices;

and

d) right to seek redressal against unfair trade practices.

C. Penalties

Every Employee must acknowledge that compliance with the antitrust laws must be

practiced in the strictest manner. Governmental sanctions for violations of the antitrust

laws can be severe.

D. Guidelines

It is obvious that ignoring the antitrust laws can have serious consequences. The following

list of DO'S and DON'TS is intended to provide guidance to enable each Employee to

comply with the antitrust laws. Not every possible circumstance that may be encountered is

discussed in this list. Therefore, if you have any question, review and clarify them with

29

Ethics Compliance Officer:

1) Relations with Competitors

a. DON‟T discuss or share our price information with a competitor or discuss or

share any business information which might affect prices such as marketing

programs, costs, discounts, terms of sale or profit margins.

b. DON'T discuss with competitors "uniform" terms of sale, delivery, warranties or

contract provisions.

c. DON‟T discuss with competitors to divide or allocate customers or territories.

d. DON'T act jointly with one or more competitors to put another competitor or a

distributor at a disadvantage.

e. DON'T have any discussions with competitors about bidding or not bidding on

any business.

f. DON'T discuss our future pricing, marketing or sales plans with competitors

without the approval of Ethics Compliance Officer

g. DON‟T share information about our customers with our competitors.

h. DON'T make any statements regarding prices or matters affecting prices at

trade association meetings and do not participate in discussions where other

trade association members do.

30

(ANNEX A）

CERTIFICATE OF UNDERSTANDING AND COMPLIANCE

I certify that:

1. At least once this past year I have read the booklet entitled “Code of Ethics” that

contain Policies; as defined therein, which provides me with clear guidelines for my

conduct as a member of the Company and incorporates a code of ethics for all

employees, officers, directors and other representatives of the Company. I fully

understand my responsibility to strictly comply with the Policies. Further, I understand

that it is my responsibility and a condition of my employment with the Company to

understand and strictly comply with every applicable law and regulation, according to

my position in the Company, and I recognize that during my course of employment

my failure to comply with the Policies or failure to comply with such laws and

regulations will be cause for severe disciplinary action up to and including immediate

termination of employment.

2. I have no interest that might be deemed or otherwise characterized as to be a

conflict of interest under the Policies.

3. To my knowledge I have not violated any national, local or foreign law in connection

with the Company‟s business.

4. I am not aware of any Company activities that violate the Policies or any national,

local or foreign law. If I become aware of any such activities, I shall immediately so

notify my supervisor or „Ethics Compliance Officer.

5. I understand that I must report possible or suspected violations of the Code of Ethics

or of any of the Policies, as defined therein, by using any of the reporting methods

described in the Code.

6. I understand that none of the benefits, policies, programs, procedures or statements

in the Code of Ethics and none of the Policies are intended to confer any rights or

privileges upon me or entitle me to be or remain an Employee of the Company.

I am aware that the Code of Ethics is a contract and the Code and the Policies are

subject to change at any time, without notice, at the sole discretion of the Company.

Certified:

Place & Date Name

Signature

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[PROPOSED FORMAT]

Form A:

INCIDENT REPORTING FORM

Submitted to: To HR Department/To Compliance Officer

1. Incident to be reported

(1) Date:

(2) Offence committed by:

(3) Details of offence:

[Please specify as much as possible the time, venue, details of the incident and

the details of the individuals involved.]

2. Name of Reporter Company/Section:

[NOTE: If the report is made anonymously, the investigation may not be possible

and the result of the investigation may not be fed back.]

______________________________

Signature:

Date:

Phone Number:

Address or Email Address:

* (please delete one)