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

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

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

The Founder Chairman Heritage Foods ( India ) Limited, India

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

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

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

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

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

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

Heritage Slogan

When you are healthy, we are healthy When you are happy, we are happy

We live for your "HEALTH & HAPPINESS"

Mission & Vision

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

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

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

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

To be a preferred employer by nurturing entrepreneurship, managing career aspirations and providing innovative avenues for enhanced employee prosperity.

Board of Directors

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

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

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

 Dr. V. Nagaraja Naidu, Director, aged 62 years, an M. Com, M. Litt and a PhD. (Financial Management), starting from Administrative Staff College of India, Hyderabad in 1972 held various positions in reputed Universities, Viz., Professor, Dean Director etc., and taught in the fields of Finance and Business Economics at Post graduate and Doctorate levels for about 25 years. He had been the Registrar (Administrative head) of the Dr B R Ambedkar Open University for about 10 years. He has been associated with the Company since inception and has been able to utilize his intimate understanding of the rural socio economic scenario to strengthen the milk procurement systems and strategies of Heritage, which contributed to the current status of Heritage as a leading player in South India.  

Dr. N. R Sivaswamy, Director, aged 73 years, a LL.B, M.A. (Economic), M.A. (Public Administration), Ph.D. in Economics (University of Wisconsin, U.S.A) and a Fellowship holder of the Ford Foundation, U.S.A, is a leading Advocate and Tax consultant and author of a book titled "Employment potential of the Indian Industrial Sector" and several other articles and Journals. He retired as the Chairman of the Central Board of Direct Taxes.

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

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

 Sri Lokesh Nara, Executive Director, aged 27 years, completed his Master’s Degree in Business Administration from Stanford University and graduated with a Bachelor of Science degree in Management Information Systems from Carnegie Mellon University. Before joining the Board of Heritage Foods, he was associated with the Company as a Vice-President of the Retail division. Before joining Heritage Foods, he worked with the World Bank as a Junior Professional Associate where he completed various projects including an e-Governance Capacity Building program for the government of Ethiopia, and e- Governance Capacity Building program for the governments of South Sudan and Kenya. He has over three and half years of experience in the areas of strategic business and information technology.

Corporate Management Team

Dr. M. SambaSiva Rao, President, is a Post Graduate and Doctorate in Zoology. He served the state and central governments for about two decades as a member of IAS. Before joining Heritage Foods ( India ) Ltd, Dr Rao was Joint Secretary in Department of Commerce under Ministry of Commerce and Industry, Govt of India.

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

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

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

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

 Anil Kumar Srivastava, Chief Operating Officer - Agri Business Division, is MBA and also PG Diploma in Foreign Trade and Fruit & Vegetables Technology. He has around 28 years of rich experience to his credit with various reputed Food Processing Industries.

Corporate Governance Corporate Governance is a system with which, an organization is structured. Corporate Governance integrates multi functions of an organization to fulfill the objectives with in the framework of all the stakeholders, society, Law of Government, and people at large. It is based on the principles of integrity, equity, transparency, accountability and commitment. Good governance practices stem from the culture and mindset of the organization. Heritage is committed good governance that creates long-term sustainable shareholder value.

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

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

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

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

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

Structure of the Board Name of the Director  Category

 Sri. D. Seetharamaiah  Non- Executive Independent Chairman

 Smt. N. Bhuvaneswari  Vice Chairman and Managing Director

 Dr. V. Nagaraja Naidu  Non-Executive Director

 Dr. N. R. Siva Swamy  Non-Executive Independent Director

 Dr. A. Appa Rao  Non-Executive Independent Director

 Sri. N. P. Ramakrishna  Non-Executive Independent Director

 Sri. N. Lokesh  Executive Director

Board & its committee Meetings and procedures

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

Scheduling and Selection of Agenda items for Board Meetings.(a) Minimum four Board meetings are held in each year, which are pre-scheduled after the

end of the each financial year. Apart from the pre schedule Board meetings, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company.

   (b) The meetings are held at the Company’s Registered office at 6-3-541/C, Panjagutta,

Hyderabad-500 082, and Andhra Pradesh, India.   (c) The information placed before the Board includes. 

Quarterly results for the Company and its operating divisions or business segments

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

Non-compliance of any regulatory, statutory nature or listing requirements and shareholders services such as non payment of dividend, delay in share transfer etc.

Quarterly summery of all long term borrowings, bank guarantees issued and investments made etc

Recommending/ Declaring dividend

General Notice of Interest of Directors

Terms of reference of the Board committees

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

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

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

ComplianceThe Company Secretary while preparing the Agenda, Notes on agenda, Minutes etc is responsible for and is required to ensure adherence to all the applicable laws regulations

including the Companies Act, 1956 read with the Rules issued there under and to the extent feasible, the Secretarial Standards recommended by the Institute of Company Secretaries of India, New Delhi.

C. Board Committees1. Audit CommitteeThe Board has constituted Audit Committee, comprising three Non- Executive Independent Directors and one Non-Executive Director. Majority of the members of the Audit Committee posses financial / accounting expertise. The constitution of audit committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement.

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

a) Terms of Reference1) To provide direction and to oversee the operations of the audit functions of the

Company.   2) To review the internal control and audit systems with special emphasis on their quality

and effectiveness.   3) To review Quarterly, Half yearly and Annual financial results before submission to the

Board.    4) To investigate into any matter in relation to the items specified in Section 292A of the

Companies Act, 1956 or referred by the Board.   5) To have full access to information contained in the records of the Company and external

advice, if necessary.   6) To review matters required being included in the Directors’ responsibility statement to

be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 19566) To review matters required being included in the Directors’ responsibility statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

Composition of the Audit Committee Name   Designation Status

 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director

 Dr. A. Appa Rao  Member  Non-Executive Independent Director

 Dr. N. R. Siva Swamy  Member  Non-Executive Independent Director

 Dr. V. Nagaraja Naidu  Member  Non-Executive Director

Sri Umakanta Barik, Company Secretary is the Secretary to the Audit Committee.

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

Composition of the Remuneration Committee  Name   Designation Status

 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director

 Dr. A. Appa Rao  Member  Non-Executive Independent Director

 Dr. N. R. Siva Swamy  Member  Non-Executive Independent Director

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

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

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

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

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

Composition Name   Designation Status

 Sri. D. Seetharamaiah  Chairman  Non-Executive Independent Director

 Sri. N. P. Ramakrishna  Member  Non-Executive Independent Director

 Dr. V. Nagaraja Naidu  Member  Non-Executive Director

 Smt. N. Bhuvaneswari  Member Vice Chairman & Managing Director

D. DisclosuresThere are no transactions of material nature undertaken by the company with its promoters, directors, their relatives or the management that may have a potential conflict with the interest of the company. Disclosure on transactions with related party as required under Accounting Standard 18 has been incorporated in the notes on Accounts forming part of the Annual Report every year.

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

Commitments

Milk Producers

Change in life styles of rural families in terms of Regular high income through co-operative effortsWomen participation in income generationSaved from price exploitation by un-organized sectorRemunerative prices for milkIncrease of milk productivity through input and extension activitiesShift from risky agriculture to dairy farmingHeritageFinancial support for purchase of cattle; insuring cattleEstablishment of Cattle Health Care CentersSupplying high quality Cattle feedOrganizing "Rythu Sadasu" and Video programmes for educating the farmers in dairy farming

Customers Timely Supply of Quality & Healthy ProductsSupply high quality milk and milk products at affordable pricesFocused on Nutritional FoodsMore than 4 lakh happy customersHigh customer satisfaction24 hours help lines ( <10 complaints a day)

EmployeesEnhancing the Technical and Managerial skills of Employees through continuous training and developmentBest appraisal systems to motivate employeesIncentive, bonus and reward systems to encourage employeesHeritage forges ahead with a motto "add value to everything you do"

ShareholdersReturns

Consistent Dividend Payment since Public Issue (January 1995)

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

SuppliersDoehlar: technical collaboration in Milk drinks, yogurts drinks and fruit flavoured drinks Alfa-Laval: supplier of high-end machinery and technical support Focusing on Tetra pack association for products package.

SocietyPotential Employment Generation

    more than 3500 employees are working with heritage    more than 9500 procurement agents got self employment in rural areas    more than 5000 sales agents associated with the company

Employment for the youth by providing financial and animal husbandry support for establishing MINI DAIRIESProducing highly health conscious products for the society

Code of Conduct CODE OF CONDUCT AND ETHICS

FOR DIRECTORS & SENIOR MANAGEMENT PREFACEThis Code of Conduct and Ethics (herein after referred to as the "Code") has been adopted by the Board of Directors of Heritage Foods (India) Limited (herein after referred to as "the Company") , to be applicable to all Directors and all members of senior management i.e., personnel who are a part of the core management team and including all functional heads of the company (herein after referred to as the 'Members') with effect from December 23, 2005.

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

The Code is not an all-inclusive comprehensive policy and cannot anticipate every situation that may arise in the course of the company's business. The Members are expected to bear in mind the essence and substance of the Code in all their dealings / transactions with the Company. DEFINITIONS

Directors: mean all members on the Board of Directors or Committees thereof.Senior Management: means all employees in the grade of Assistant General Manager and above.

 STRICT COMPLIANCEAll Members shall act within the bounds of the authority conferred upon them and undertake the duty to make and enact informed, judicious and harmonious decisions and policies in the best interests of the Company and its shareholders / stakeholders.

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

All Members should not engage in any business, relationship or activity, which may be in conflict with the interest of the Company. Conflict may arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between the proper and improper activities. Set forth below, are some of the common circumstances that may lead to conflict of interest, actual or potential. i. Members should not engage in any activity / employment that interfere with your

performance or responsibility to the Company or otherwise in conflict with or prejudicial to the interests of the Company.

ii. As a general policy, Members should avoid conducting business with a relative or with a firm / Company in which a relative / related party is associated in a significant role / position.

iii. Whenever/ wherever the related party transaction is unavoidable Members will fully disclose their interest in the transaction to the Board or to the CEO of the Company and due records for such transactions will be maintained as per the statutory requirements.

 HONESTY AND INTEGRITYAll Members shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. They will act in good faith, with responsibility, due care, competence and diligence, allowing independent judgment to their subordinates. Members shall act in the best interests of the Company and fulfil their fiduciary obligations. POLICY OF BUSINESS RELATIONSHIPThe Company will conduct business legally and ethically. The quality of company's products and the efficiency of its services at the most competitive price is the greatest tool in conducting the business of the company. Profits do not justify unfair/ unethical practices. All Members should uphold the highest standards of integrity in all the business relationships. INTELLECTUAL PROPERTY POLICYAll Members have utmost obligation to identify and protect the intellectual properties, trade secrets and confidential information owned by the Company and its clients or associates as it is critical to the success of the company. "Intellectual Property Rights" (IPR) means generally patented or potentially patentable inventions, trademarks, copyrightable subject matters and trade secrets. CORPORTE OPPORTUNITIESMembers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information / property or taking improper advantage of their position. PREVENTION OF INSIDER TRADINGInsider trading is prohibited both by the Law as well as by the company policy . Insider trading generally involves the act of subscribing to or buying or selling of the Company's securities, when in possession of any Unpublished Price Sensitive Information about the company.

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

Members shall not derive benefit or assist others to derive benefit or assist them to derive benefit on their behalf by giving investment advice from the available access to and possession of information about the Company, which is not in public domain and thus constituting insider information. Members shall comply with the prevention of insider trading guidelines as issued by Securities Exchange Board of India (SEBI). SECURITIES MARKET POLICYThe Company is committed to comply with securities laws in all the markets in which the

Company's securities are listed. The company prohibits fraudulent and unfair trade practices with regard to the securities of the Company by all Members. CONFIDENTIALITY OF INFORMATION POLICYThe Company's confidential information is a valuable asset. Members shall understand that protection of all confidential information is essential. Members should undertake and be committed to protecting business and personal information of confidential nature obtained from clients, associates and employees.

Any information concerning the Company's business, its customers, suppliers etc which is not in the public domain and to which the Members have access or possesses such information, shall be considered confidential and held in confidence, unless authorized to disclose or such disclosure is required as a matter of law. Members shall not provide any information either formally or informally, to the press or any other publicity media, unless specially authorized to do so. COMPLIANCE WITH LAWS, RULES AND REGULATIONSMembers should comply with all applicable laws, rules, and regulations, both in letter and sprit. In order to assist the Company in promoting the lawful and ethical behaviour, Members have to report any possible violation of law, rules, regulations or the code of conduct to the Company Secretary. PROTECTION AND PROPER USE OF COMPANY’S ASSETSAll Members have the responsibility to protect the assets of the company, ensure optimal utilization of assets and to report and record all transactions. Members shall protect the Company's assets from loss, damages, misuse or theft and assets may only be used for business purposes and other purposes specifically approved by management and must never be used for any personal or illegal purposes. COMPETITION POLICYThe Company shall compete only in an ethical and legitimate manner. It prohibits all actions that are anti- competitive or otherwise contrary to laws that govern competitive practices in the market place. Members shall uphold the same. SELECTING SUPPLIERSThe Company's suppliers make significant contribution to its success. The Company's policy is to purchase / avail supplies based on need, quality, service, price and other commercial terms and conditions. Suppliers should be selected based on merit, price, quality and performances. The Company's policy is to select significant suppliers through a competitive bid process wherever possible. Under no circumstance should the Company or its employee, agent or contractor attempt to coerce suppliers in any way. ENVIRONMENT, HEALTH AND SAFETY POLICYMembers shall take environmental consciousness a step further as a company and contribute to preserving nature as well as safety measures in own respective work areas. All Members are responsible for conducting safe and environmentally sound operations; this is in the interest of our own well-being and the quality of life of others. Members shall abide by this policy. ELIMINATION OF CHILD LABOUR

It is the Company's policy not to support child labour. The Company is committed to implement the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. To, promote this the Company encourages its suppliers also to work towards a no child labour policy in their industries. Members shall strictly observe that no child labour is employed in the company. ABOLITION OF FORCED LABOURThe Company strictly prohibits forced or compulsory labour. The Company is committed to ensuring that employees enter into employment and stay on in the Company of their own free will. Members shall uphold this policy. GIFTS & DONATIONSNo Member shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended or perceived to be intended to obtain business (or uncompetitive) favours or decision for the conduct of the business. Normal gifts of commemorative nature for special events may be accepted and reported to the Board. OTHER DIRECTORSHIPSThe Company feels that serving on the Board of directors of other companies may raise substantial concerns about potential conflict of interest. Therefore all Directors shall report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company. Hence all the Directors are barred in accepting such position without the concurrence of the Board. ACCOUNTABILITYThe Board of Directors (BOD) shall oversee the Company's adherence to ethical and legal standards. All employees and members of the BOD shall undertake to stop or prevent actions that could harm customers or reputation of the Company and to report such actions as soon as they occur to take corrective steps and see that such actions are not repeated. COMPLIANCE WITH CODE OF CONDUCTEach Director and senior management personnel shall adhere to this code of conduct and affirm compliance with the code on an annual basis as per the Annexure to the Code. Violation of this Code will lead to appropriate disciplinary action. WAIVER OF THE CODEAny waiver of the applicability of the Code or waiver of application of any provision of the Code to any Member shall be approved by the Board of Directors and disclosed as required by Law or SEBI / Stock Exchange regulations.