Extramarks

ANTI CORRUPTION & BRIBERY POLICY

Updated: April 2015

Message from the Chairman and Managing Director

At Extramarks, we are committed to conducting our business at all times at a level where
our actions cannot be
questioned, acting at all times in full compliance with all applicable
laws and regulations and our internal
compliance policies and procedures. We operate a
zero tolerance
approach to the making or receiving of bribes or corrupt payments, in
any
form, whether committed by an employee or anyone else
acting on the Company's behalf.
The board of directors has overall
responsibility for ensuring this
policy complies with our
legal and ethical obligations, and that
al those under
control comply with it.
our
Management at all levels are responsible for ensuring those
reporting to them are made
aware of and understand this
policy and are given adequate and regular training on it.
This policy sets out what is not
acceptable in general terms but if you are in doubt as to
any
whether any conduct could amount to bribery, the matter should be referred to me
directly.

It is essential that you read, understand and comply with this policy.
 Extramarks

POLICY STATEMENT AND APPLICABILITY

1.1 It is our policy to conduct all of our business in an honest and ethical manner. We take a zero
tolerance approach to bribery and corruption and are committed to acting professionally,
fairly and with integrity in all our business dealings and relationships wherever we operate
and implementing and enforcing effective systems to counter bribery.

1.2 We will uphold all laws relevant to countering bribery and corruption including but not
restricted to India's Prevention of Corruption Act, 1988 ("PCA") and any other anti
bribery/anti-corruption laws/regulations operative in the jurisdictions in which we operate;
and directly or indirectly do business.

1.3 The purpose of this policy is to:

(a) set out our responsibilities, and of those working for us, in observing and upholding our
position on bribery and corruption; and

(b) provide information and guidance to those working for us on how to recognise and deal
with bribery and corruption issues.

1.4 In this policy, third party means any individual or organisation you come into contact with
during the course of your work for us, and includes actual and potential clients, customers,
suppliers, distributors, business contacts, agents, advisers, and government and public
bodies, including their advisors, representatives and officials, politicians and political parties.

1.5 This policy applies to all individuals working at all levels and grades, including senior
managers, officers, directors, employees (whether permanent, fixed-term or temporary)
consultants, contractors, trainees, casual workers and agency staff, or any other person
associated with us, or any of our subsidiaries or their employees, wherever located
(collectively referred to as workers in this policy).

2. BRIBERY

2.1 A bribe is an inducement or reward offered, promised or provided in order to gain any

commercial, contractual, regulatory or personal advantage.

2.2 It is not acceptable for you (or someone on your behalf) to:
(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope
that a business advantage will be received or to "facilitate" or
expedite a routine procedure;
(b) accept a gift or hosplitality from a third party if you know or suspect that it is offered or
provided with an expectation that a business advantage will be provided by us in return;
 Extramarks

(c) threaten or retaliate against another worker who has refused to commit a bribery
offence or who has raised concerns under this policy; or

(d) engage in any activity that might lead to a breach of this policy.

3. GIFTS AND ENTERTAINMENT

3.1 This policy does not prohibit normal and appropriate hospitality (given and received) to or
from third parties.

3.2 We appreciate that the practice of

giving business gifts varies between countries and regions
and what may be normal and acceptable in one region may not be in another. The test to be
applied is whether in all the circumstances the gift or hospitality is reasonable and
justifiable. The intention behind the gift should always be considered.

3.3 Small token gifts (eg. sweets, chocolates etc) may be given/accepted upto a value of INR
3,000 only without preapproval if it is in accordance with regular custom or practice in
connection with a recognized holiday or festival such as Holi/Diwali etc.

3.4 Any gifts exceeding the value of INR 3000/- may be accepted or given only with the prior
approval of the Board of Directors. However, such transactions need to be properly
accounted in the books of accounts of the company and
supported by appropriated
documentation.

4 cONTRACTS WITH VENDORS AND SERVICE PROvIDERS

4.1 Before entering into any contract with any third party who will either sell us goods or render
services to us or represent us anywhere, you must conduct and document a
background
check, known as due diligence based upon the potential integrity and/or corruption risk
presented by such third party.
4.2 However, no due diligence will be required for certain third parties providing basic general
and administrative services (such as
utilities, office supplies, insurance charges etc).

5. RESPONSIBILITIES

5.1 You must ensure that you read, understand and comply with this policy.
5.2 The prevention, detection and reporting of bribery and other forms of
corruption are the
responsibility of all those working for us or under our control. All workers are required to
avoid any activity that might lead to, or
suggest, a breach of this policy.
 Extramarks

conflict
believe or suspect that a
soon as possible if you
manager as
You must notify your
5.3 occur in the future.
or may
with this policy has occurred,
could result in
action, which
breaches this policy will face disciplinary
who contractual
5.4 Any employee our right to
terminate our
misconduct. We r e s e r v e
dismissal for gross
with other workers
if they breach this policy.
relationship

REPORTING
5.
at the
about any issue or suspicion of malpractice
encouraged to raise
concerns
You are
6.1
earliest possible stage.
those who raise
concerns or report
or offer a bribe, or
Workers who refuse to accept to
6.2 repercussions. We aim
are sometimes
worried about possible
another's wrongdoing, concerns in good faith
raises genuine
anyone who
encourage openness and will support
turn out to be mistaken.
under this policy, even if they
treatment as a result of
detrimental
6.3 We are committed to ensuring no one suffers any faith their
because of reporting in good
take in bribery or corruption, or
refusing to part
offence has taken place, or
bribery or other corruption
suspicion that an actual or potential disciplinary action,
Detrimental treatment includes dismissal,
in the future.
may take place
treatment connected with raising
a concern.
threats other unfavourable
or

workers. Workers will

induction process for all new
6.4 Training on this policy forms part of the
and adhere to this policy.
receive regular, relevant training on how to implement

must be communicated to all

to bribery and corruption
6.5 Our zero-tolerance approach
outset of our business relationship
with
contractors and business partners at the
suppliers,
them and as appropriate thereafter

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odda