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Business Code of Conduct & Ethics

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Pearl Global Industries Limited

CorPorate Office

Plot No. 51, Sector 320 Gurgaon-122001

HarYana (India)

Email : info@Pearlglobal.comWebsite:@

Registered ollice : A-3, Comnunity centre, Naraina Industrial Area, Phase-II, New Delhi-110028

s'Pearl(ilririrl PEARL GLOBAL INDUSTRIES LIMITED

Business Gode of Conduct & Ethics

pearl Global lndustnies Limited believes that any business conduct can be ethical

only when it rests on the nine core values of Honesty, lntegrity, Fairness,

Respect, Trust, Purposefulness, Responsibility, Citizenship and Caring.

The essence of these commitments is that each employee conducts the

Company's busine:;s with integri$, in compliance with applicable laws and in a

manner that excludes considerations of personal advantage.

Pearl Global Industries Limited expects its workers, staff, & all levels of

Management Executives to abide by its Code of Conduct'

o The Code of Conduct & Policies regarding management of Workers for

the Indian Subsidiaries Pearl Global lndustries Ltd., North India and South

India are enshrined in the Company's statutory Standing order. For the

benefit of our Staff & Executives dealing with the workers of these

subsidiaries, it is advised that they may ask corporate or Unit HR to

supply them a copy of the same for study & understanding'

. Code of Conduct of the Pearl Global Industries Limited for all its

subsidiaries applicable to the staff, & all levels of Management Executives

is given below. Pearl Global lndustries Limited Staff & Executives are

bound by this Code of Conduct as we do not lose sight of these values

under any circumstances, regardless of the goals we have to achieve' To

us, the means are as important as the ends.

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\\'PeatlC,l{:ilil PEARL GLOBAL INDASTRIES LIMITED

GODE OF CONDUGT AND ETHIGS FOR STAFF & EXECUTIVES:

GUIDING THE WAY WE DO THE BUSINESS ACROSS THE GLOBE

This document will help Pearl Global Industries Limited and its subsidiarycompanies to conduct ourselves with integrity, ethics, values and morality.

Every one of us has the power to influence the reputation of PGIL and itsubsidiaries Every where we do the business on Everyday basis.

PGIL has build a reputation over 26 years with its customers, buyers, suppliersand all associates across the globe. lntegrity of employees and that of theorganization is kept in the high esteem.

This document seeks to disseminate information to all employees regarding thevalues, ethics, norms and rules governing the conduct at all times and seeks tomotivate them to adhere to the same. This ensures homogeneig of beliefsthroughout the organization globally.

This document lays down principles of conduct EVERYWHERE EVERYDAYAND BY EVERYONE.

SCOPE:

This document provides general guidelines to all Pearl Global lndustries Ltd.-("The Company") a subsidiary of PGIL employees on some common ethical andlegal issues.

These may be encountered either on the job or at clients site/place, but in oneway or the other, may be related to the company's interests.

Definition

Company: For the purpose of this Code, the term 'Company' shall include thedelineated office premises of the Company, the vehicles provided by theCompany and any other property possessed by the Company for operation of itsbusiness.

Employee: For the purpose of this Code, 'Employee' shall include all personsemployed with the company.

l. The Code of Conduct

1. A recognized responsibility of all employees is to ensure that all of ourpolicies, foruvard looking initiatives and goals are fully communicated andthat all employees understand and relate to these.

a) Adherence to company policies (As a responsible employee / senior, I shalladhere to all the company's policies and rules and regulations.)

b) Sharing of information (As a responsible employee / superior, I shall hold

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SPeaalf:1.:i,;;1 PEARL GLOBAL INDASTMES LIMITED

periodical meetings to communicate all relevant information which is vital forthe employee to be able to perform their job in the best possible manner.

c) Each of business vertical may issue its own policies and procedures inaddition to those described in this document. These will be treated as partof this document and dealt with accordingly.

2. Integrity, trust, fairness and honesty, loyalty, sincerity are the basicvalues that guide our strategies, our behavior and the relationship we buildwith people both internally and externally.

a) Avoiding bribes, kickbacks, improper payments (e.9.: I will not seek orencourage bribes, kickbacks etc. in any form. For instance, I will not dealwith a supplier /vendor/service provider who offers me bribe to get acontract awarded).

b) Declining offers for gifts (e.9.: I will not accept gifts in any form on anyoccasion)

c) Intellectual Honesty (e.9. : I will explicitly acknowledge and also give duecredit to my colleague from whom I have borrowed an idea)

d) Conflict of interests (e.9.: I will not peruse any activity, business or any otheroccupation outside my employment with the company which takes up anypart of my office time or which is in direct or indirect conflict with businessinterest of the company.

e) Employee's spouse, children or parents are not allowed to conductbusiness with the company as vendors, suppliers or customers overtly orcovertly, without obtaining approval from the highest person of authorityrepresenting the company in the location where the business hasoperations. Matters regarding requests for such approval in this provisionmust be referred to the consultant of Ethical Practices from Pearl GlobalIndustries Limited and finally approved by the CMD.

f) Misuse of company resources (e.9.: I will not use any resources of thecompany like office staff, space, office time, telephones, cars, guesthouses,stationery etc. (other than those legitimately allowed by virtue of conditionsof my employment with the company) for personal benefits of myself, familymembers, relatives, friends etc.)

g) Insider trading and stock trapping on the basis of classified informationreceived during the course of your employment is not permissible.

h) lntellectual property is one of our most valuable assets and you musttherefore protect and safeguard our patents, trademarks, copyrights, tradesecrets and other proprietary information.

i) Safety and security of our people, workplaces, information and businessesis critical in this age of increasing terrorist threats. You must take allprecautions to protect above and ensure avoidance of doing business withany terrorist group or a customer who is directly or indirectly linked to aterrorist camp.

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s'Pearl fl ir ir,r I PEARL GLOBAL INDUSTRIES LIMITED

3. Every employee will exercise the highest level of professional behaviorand will conduct himself/herself in a manner that enhances the image of hisposition, department and company. Every employee will have to be teamplayer and expected to give and take support and thereby exhibit highestlevel of team spirit. while doing so, 4 cs of conduct namely courage, care,Courtesy and Consideration will be practiced.

a) conduct (e.9.: I will not reprimand my team members in pubric butappreciate for good jobs done in public)

b) Accountabilities (e.9. : I will be responsible for the consequences of mydecision and not shift blame to any of my team members.)

c) Handling sensitive information (e.9.: I will not divulge any information thatjeopardizes the company's business or has an impact on the competitiveedge in the industry / sector in which we operate.)

d) Focus on his individual and/or departmental performance and avoidunnecessary criticism of others.

e) Be positive in his/her approach and forward looking.

D Supplier relationships to be based on laMul, efficient and fair practices. Youmust expect your supplier to obey the laws that require them to treatworkers fairly, provide a safe working environment and protectenvironmental quality.

4. The company respects the individual rights and dignity of all employees.The company encourages employees to grow professionally andpersonally to their highest capabilities regardless of nationality, caste,religion, colour or sex.

a) Growth based on merit (e.g: I will always recognize merit and competenceand will give honest, unbiased' performance feedback to my juniors /colleagues in a constructive manner I will religiously follow theorganizations performance management systems & promotion policy.)

b) Equal opportunity and fair treatment (e.g: I will not indulge in sexualharassment, or be gender-biased while selecting a candidate.)

c) Competency development ( e.g. : lwill recognize training programmes as acompetency development tool and release nominated team members. I willalso invest time in my own personal development.)

d) Open communication / environment

e.g: (1) | will encourage open and honest information sharing / discussion /feedback

(2) I will discourage bad-mouthing and loose talk and will not indulge in thesame.

e) Employees as ambassadors (e.g: I will act as an ambassador of thempany even when I am not engaged in official work.)D\Nffi

Wd

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sPearll,:i )iriri PEARL GLOBAL INDUSTRIES LIMITED

0 To adopt fair employment practices in keeping with law of the land, whereverwe operate, and avoiding discrimination in all forms.

ll. Misconduct:

Without prejudice to the generality of the term 'MISCONDUCT', it shall include all

acts of omission or commission of the employees and such offensive acts will

result in disciplinary action against the concerned employee. The meaning of theterm'misconduct' shall include:

(1) Unauthorized destruction, removal or damage to the Company's property

and of its clients.

(2) Failure or refusal to carry out any lawful and reasonable instruction issuedby the authority concerned, including refusal to perform the assigned work.

(3) Assault on another employee/ clients/ member of the organization orvisitor on the Company's premises.

(4) Disclosure of Company's or client's confidential or classified information to

unauthorized persons.

(5) Breach of Company's Code of Ethics.

(6) Conviction by a Court of law for any criminal offence or an offenceinvolving moral turpitude.

(7) Willful misrepresentation of facts to obtain employment or promotion.

(8) Falsification of .personnel records, production reports, time sheets,records, logs or any other documents of the Company.

(9) Use of abusive or threatening language to the members of the Companyor its clients.

(10) Deliberate deviation from the standard procedures of the Company'soperations or formulae. This includes any deviations from accepted and

established functions & practices, without prior approval of the superior /authorized person of the company.

(11) Misuse of company computer systems, e.g. excessive access of non-work

related lnternet Sites, access of pornographic sites. Deliberate tampering

(12)

(13)

(14)

(15)

with or unauthorized use of computer hardware or software.

Sabotage and / or insubordination

Gambling, while on duty, outside or within the office premises'

Failure to report a contagious or infectious disease if suffering from one'

Possession, consumption, use or sale of liquor or narcotics within the

Company premises, or while reporting to work under the influence of either

of these.

Sleeping during the work hours without permission.

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(17) Taking pictures or bringing photographic equipment into the offices withoutpermission.

(18) Excessive absenteeism or tardiness.

(19) Unauthorized or frequent absenteeism for more than seven days at astretch / Abandonment of employment.

(20) Misuse of identity or punch card.

(21) Defrauding or attempting to defraud the Company or other employees.

(22) Possession of firearms or explosives and any other hazardous substancewithin the Company's premises.

(23) Playing practical jokes that violate safety rules cause a serious injury orinterrupt other's work or impede the efficient operation of the Company'sbusiness activities.

(24) Refusal to accept any reasonable communication from the Management.

(25) Habitually reporting late for work or leaving earlier than the stipulated time,without permission.

(26) Spreading rumours, which could bring disrepute to the Company, or to anyof the employees.

(27) Engaging in any illegal or unethical practices such as taking or givingbribes or receiving any illegal gratification whether in monetary terms orotherwise.

(28) Engaging in unauthorized private trade within office premises.

(29) Engaging in any other employment business while in the service of theCompany.

(30) Harassment on the grounds of sex, race, caste, religion, or disability offellow employees, or any other person whilst on company business.

(31) Any other act that defies the Company's rules, norms, values or principlesor any subversive attitude to the discipline of the Company.

(32) Any act, which could adversely affect the image, interest and / orreputation of the Company.

(33) Inciting other members to commit breach of the laws, rules and regulationsand the established norms of the company.

(34) Loss of Trust - Committing an act mentioned in the clauses above or apartfrom them to cause the breach of trust in you as a person/ inrepresentation of the organization.

lll. Punishment for Misconduct

oyee guilty of a Misconduct may be:

lml@

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\=Pearl i: i!-'rr i i PEARL GLOBAL INDUSTRIES LIMITED

a. Warned in writing or reprimanded.

b. Suspended without salary (but shall be paid a suspension allowance @50% of salary or as may be revised by local laws of the land during theperiod of suspension) by an order in writing by. the designated officer for aperiod not exceeding six days at a time: or

c. Demoted to a lower post or lower stage in time scales or in grades or hisincrements or promotions may be withheld for a certain time period; or

d. Discharged or dismissed.

Above punishments are to be decided by the designated disciplinaryauthority in consultation with Disciplinary Committee after adhering to thePrinciples of natural justice AND must pass the test of reasonability. Theoffender must be given opportunity of being heard and present his/hercase. Punishment to be awarded should be commensurate to the gravity ofoffence and in writing with disclosure of reasons.

lV. Enforcement Mechanism

Even though the company hopes that there will be voluntary compliance by allthe employees of the code of conduct, it feels it necessary to have a mechanismin place to deal with deviations. Such a mechanism will provide an outlet forconscientious employees to help the company enforce this code of conductadequately and take disciplinary action against those diluting the same.

The company views any violation of the code of conduct and the supportingpractices extremely seriously, and will take whatever action(s) it deemsnecessary to deal with the situation.

Disciplinary Committee shall comprise of concerned location Heads, Head HR(Local) & Head HR Group, Consultant Ethical Practices and all or any one ofCMDruCMDMCE CHAIRMAN. For all violations the Disciplinary Committee willdecide jointly after consulting each other. CMD will have the VETO Power.

All reports of violations will be treated with utmost confidentiality. Any attempt byan employee to pressurize someone to violate the code of conduct or not toreport violations will result in the most serious measures being taken against him,

including dismissal.

IT IS THE RESPONSIBILITY OF ALL EMPLOYEES, WHEN THEY BECOMEAWARE OF A VIOLATION, TO REPORT THE INCIDENT TO THEIRIMMEDIATE SENIOR / DEPARTMENT HEAD / HEAD HR.

IF THERE IS NO ANSWER OR SATISFACTORY RESOLUTION WITHIN 48HRS., THEN THE EMPLOYEE SHOULD REPORT THE INCIDENT TO THENEXT HIGHER AUTHORITY, BUSINESS HEAD, CORPORATE FUNCTIONALHEADS, OR FINALLY TO THE CONSULTANT ETHICAL PRACTICESA/ICECHAIRMANA/CMD/CMD.

VIOLATIONS ARE RELATING TO ORGANIZATIONAL ISSUES AND /

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-{:POarlaj,ri:rJi PEARL GLOBAL INDUSTRIES LIMITED

OR COMPROMISING PERSONAL INTEGRITY THE SAME MAYBEREPORTED DIRECTLY TO THE CONSULTANT ETHICAL PRACTICESCMDA/CMDMCE CHAIRMAN.

Indemnity against liabilities : PGIL and the concerned company is fullyempowered to handle violation of this Code of Conduct and Ethics suitably byway of disciplinary procedure as above or by way of civil/criminal law of the landas the situation may warrant.

A third pafi aggrieved by such violation financially or otherwise will be entitled tomake legal claim from the erring employee alone, to the exclusion of Pearl GlobalIndustries Limited or its subsidiary company. Under no circumstances the PGIL orthe company shall be liable for any liability arising out of a violation of this codeby an erring employee working at present or who has been dismissed or leftotherurise on his own.

Every employee by virtue of accepting to the clauses of this code in writing in hisappointment letter and/or duly signed declaration undertakes to indemnify thePGIL or the company or officials at the helm of the affairs at the time violation byhim against any liability or losses of all claims by an aggrieved party, arising outof such a violation by the concerned employee.

PEARL GL 0g\r N Dqs T.R f ES Lf ilt |TED

Director

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_=Peadl:j':,1:rii PEARL GLOBAL INDUSTRIES LIMITED

1,

2.

3.

IMPLEMENTATION OF CODE OF CONDUCT

It shall be the responsibility of HR and Location Head to ensure that everyemployee existing or prospective is fully aware of this policy andresponsibility of ENTIRE MANAGEMENT TEAM to facilitateimplementation across the organization GLOBALLY.

A clause in the appointment letter and/or contract of employment will beinserted as under :-

" I have read and understood the code ofconduct and all clauses ofthis code asamended from time to time, will be deemed to be part of this appointment letterand/or contract of employment governing terms and conditions of employmentwith Pearl Global Industries Limited and its subsidiary companies.

All employees will be given a hard and/or soft copy and each one of themwill sign an undertaking.

S/o

on this day of _,24 to hereby declare

that I have read and understood all clauses of the Code of Conduct.

I hereby undertake to follow these code of conduct in letter and spirit atall times.

Report any violation promptly.

Encourage all my peers/juniors and seniors to follow the code ofconduct.

Abide by the decision of Disciplinary Authority and DisciplinaryCommittee in case of violation in reported against me.

To make good any loss to PGIL and/or its subsidiary company, resultingfrom such violations of this C.O.C.

Indemnify the PGIL and its subsidiary company against any claims bythird parties arising out of such violations.

Signature:

Name

R/o

Date

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Designation :