CORPORATE GOVERNANCE AND PROCEDURE AND EMPLOYEE

HANDBOOK

Sr. No. Particulars Page no

1. Board Diversity Policy 2
2. Corporate Policy On Capital Allocation 4
3. Corporate Social Responsibility Policy 5
4. Content Archiving Policy 10
5. Dividend Distribution Policy 11
6. Code Of Corporate Disclosure Practices 17
7. Policy On Dealing With Related Party Transactions 25
8. Information Security Policy 29
9. Anti-Bribery And Anti-Corruption Policy Of Tata Steel 31
Limited
10 Code For Prevention Of Insider Trading 59
11 Occupational Health and Safety Policies 83
12 Procurement Policy 85
13 Energy Policy 90

 BOARD DIVERSITY POLICY

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PURPOSE

This Board Diversity Policy (‘Policy’) sets out the approach to diversity on the
Board of Directors (‘Board’) of _____ Limited (‘______).

1. SCOPE

This Policy applies to the Board. It does not apply to employees generally.

2. POLICY STATEMENT

The company understands and values the importance of a diverse Board of

Directors in its success. Company thinks that a truly diverse Board will benefit the
company by leveraging differences in thought, viewpoint, expertise, skill, regional
and industry experience, cultural and geographical background, age, ethnicity,
race, and gender.

Company believes that a diverse Board will contribute to the achievement of its
strategic and commercial objectives, including to:

 drive business results;

 make corporate governance more effective;
 enhance equality and responsible decision making capability;
 ensure sustainable development; and
 Enhance the reputation of Company.

The Nomination and Remuneration Committee (the "Committee") is in charge of

examining and evaluating the Board's composition and performance, as well as
identifying adequately qualified individuals to fill Board posts.

While all Board nominations will be made on merit, the Committee will consider
the benefits of diversity (including but not limited to the traits described above)
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when identifying and suggesting candidates for Board membership, as well as
when reviewing the Board and its individual members.

Furthermore, the Committee will ensure that no one is discriminated against for
their religion, race, gender, pregnancy, childbirth, or related medical conditions,
national origin or ancestry, marital status, age, sexual orientation, or any other
personal or physical characteristic that has nothing to do with their ability to serve
on the Board.

Accordingly, the Committee shall:

 Assess the appropriate mix of diversity, skills, experience and expertise

required on the Board and assess the extent to which the required skills are
represented on the Board
 make recommendations to the Board in relation to appointments, and
maintain an appropriate mix of diversity, skills, experience and expertise on
the Board, and
 Periodically review and report to the Board requirements, if any, in relation
to diversity on the Board.

In line with the Articles of Association of the Company, the Companies Act, 2013,
the Listing Agreement, and company’s statutory, regulatory, and contractual
duties, the Board shall include an optimal combination of executive, non-
executive, and independent directors.

The efficient implementation of this Policy necessitates shareholders' ability to

assess whether the Board, as currently constituted, is sufficiently diverse. To that
end, Company will continue to provide shareholders with adequate information
regarding the size, qualifications, and characteristics of each Board member.

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RESPONSIBILITY AND REVIEW

The Committee will review this Policy periodically and recommend appropriate
revisions to the Board.

 CORPORATE POLICY ON CAPITAL ALLOCATION

I. PURPOSE

This policy governs how Company Limited (the "Company") uses and distributes
its available capital. The company is committed to implementing a progressive
and forward-looking capital allocation policy that takes into account both internal
and external elements such as the company's needs, future growth plans, liquidity
and return ratios, overall economic conditions and expectations, and so on.

The ‘Policy for Dividend Distribution’ as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 will be an integral part of the
overall capital allocation policy.

II. POLICY

The Board of Infosys approved the following Capital Allocation Policy of the
Company after taking into consideration the strategic and operational cash
requirements:

“Beginning in Fiscal Year 2020, the firm aims to return roughly 85% of free cash
flow over a 5-year period through a combination of semi-annual dividends, share
buyback, and/or special dividends, subject to relevant laws and requisite
approvals, if any.” According to the consolidated statement of cash flows prepared

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under IFRS, free cash flow is defined as net cash provided by operating activities
minus capital expenditure. Taxes on dividends and buybacks are included.

Composition of Board committees

a. Audit Committee
b. Stakeholders Relationship Committee
c. Risk Management Committee
d. Nomination and Remuneration Committee
e. Corporate Social Responsibility Committee
f. Environmental, Social and Corporate Governance Committee

 CORPORATE SOCIAL RESPONSIBILITY POLICY

1. CONTEXT

Company Limited ("the Company") was indeed a forerunner in the field of

corporate social responsibility ("CSR"). Environmental and social stewardship,
in addition to sustainable economic performance, is a critical component of
holistic corporate growth. The Foundation was created by the Company in 0000
as a non-profit nodal organization with the goal of offering a committed
approach to community development as well as fulfilling our CSR
commitments. The Companies Foundation aims to eliminate malnutrition,
improve healthcare facilities, assist primary education, rehabilitate the poor,
care for animals, and preserve Indian art and culture. To make an impact in
local communities, the Company Foundation collaborates with non-
governmental organizations (NGOs). The Company's goal has always been to
contribute to society's and the environment's long-term sustainability, as well as
to make our world more livable for future generations.

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2. OBJECTIVES

Infosys’ CSR Policy intends to:

 Strive for economic development that positively impacts society at large

with minimal resource footprint.
 Embrace responsibility for the Company’s actions and encourage a
positive impact through its activities to alleviate hunger, poverty and
malnutrition; to protect the environment; and to support communities,
stakeholders and society
3. FOCUS AREAS AND MODES OF IMPLEMENTATION

Focus areas

In accordance with the requirements under the Companies Act, 2013 and the
rules / regulations framed there under and circulars / clarifications issued there
under (collectively, “Applicable Law”), Infosys CSR activities, amongst others,
will focus on:

 HUNGER, POVERTY, MALNUTRITION AND HEALTH: Eradicating

extreme hunger, poverty and malnutrition, promoting preventive
healthcare and sanitation and making available safe drinking water.
 EDUCATION: Promotion of education, including special education and
employment-enhancing vocational skills, particularly among children,
women, the elderly, and the differently abled, as well as livelihood
enhancement projects; monetary contributions to academic institutions
for the establishment of endowment funds, chairs, laboratories, and other
facilities with the goal of assisting students in their studies, including
skilling and retraining.

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  RURAL DEVELOPMENT PROJECTS: Strengthening rural areas by
improving accessibility, housing, drinking water, sanitation, power and
livelihoods, thereby creating sustainable villages.
 GENDER EQUALITY AND EMPOWERMENT OF WOMEN: Gender
equality and women's empowerment; the establishment of homes,
hostels, and day care centres for women and orphans; the establishment
of old age homes and other similar facilities for senior citizens; and the
adoption of measures to reduce inequalities faced by socially and
economically disadvantaged groups.
 ENVIRONMENTAL SUSTAINABILITY: Ensure environmental
sustainability, ecological balance, flora and fauna protection, animal
welfare, agro-forestry, natural resource conservation, and soil, air, and
water quality.
 NATIONAL HERITAGE, ART AND CULTURE: Protecting national
history, art, and culture, including the restoration of historic buildings,
locations, and works of art; establishing public libraries; and revitalizing,
promoting, and developing traditional arts and handicrafts.
4. UNDERTAKING CSR ACTIVITIES

The Company will carry out its CSR activities (projects, programmes, and other
permissible activities) that have been approved by the CSR Committee directly
or through the Company Foundation and/or any other eligible entity /
organization that the CSR Committee has approved. The surplus generated by
CSR operations will not be included in the Company's business profit. In
compliance with this policy, any surplus will be used to fund CSR efforts. The
CSR Committee and the Board of Directors of the Company (“the Board”) will

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supervise the identification and implementation of multi-year CSR initiatives /
programmes (“Ongoing Projects”), as required by Applicable Law.

5. CSR ANNUAL ACTION PLAN AND LOCATION OF CSR EFFORTS

The CSR Committee will choose the locations for CSR activities and will
prepare and submit a CSR annual action plan to the Board for approval, which
will include all things required by Applicable Law as well as any other matters
that the CSR Committee deems appropriate from time to time. The Board may
change the annual action plan based on the CSR Committee's recommendations
at any time throughout the financial year if there is good rationale.

6. IMPACT ASSESSMENT

The Company, the beneficiary, or the implementing agency shall conduct

impact assessments as required by and in the manner prescribed by Applicable
Law, and the impact assessment report(s) shall be presented to the CSR
Committee and the Board, as well as disclosed as legally required.

7. COMPOSITION OF CSR COMMITTEE AND DISCLOSURES

The CSR Committee shall be comprised in accordance with the requirements of

Applicable Law. This CSR Policy, details of the composition of the CSR
Committee and projects approved by the Board shall be hosted on the
Company's website at www.com.

8. GOVERNANCE

The Company can engage in CSR activities directly or through other entities
that are permitted to do so under Applicable Law. As a result, the Infosys
Foundation or another organization will work closely with and support the

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Board of Directors and the CSR Committee in carrying out the Company's CSR
efforts. The CSR Committee will be assisted by a foundation or other institution
in identifying areas of CSR activity and implementing projects in accordance
with established rules. The Foundation or another organization shall also help
the Board and the CSR Committee in periodically reporting on the progress of
deployed initiatives and making relevant disclosures (internal and external).

9. FUNDING, SELECTION AND MONITORING PROCESS

Throughout the calendar year, the foundation or another body will receive
requests for project funding. Its panel of experts will assess proposals received
under the focus areas of the Foundations or any other institution, and projects
will be prioritized based on their potential impact. The CSR Committee will
then receive the Foundation's or other entity's suggestions. The CSR Committee
will consider the proposals and, at its discretion, approve them for
implementation. Company representatives, the Company Foundation, or
another entity will work with stakeholders to track the progress of each project
and report their findings to the CSR Committee on a regular basis, allowing the
Company's Board and Management to meet their reporting, monitoring, and
other legal obligations. In any year in which the Company spends more than its
CSR requirement, the excess spending will be set off against the Company's
CSR obligations for up to three financial years in accordance with Applicable
Law, and the Board will have the authority to issue a resolution in this regard.

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  CONTENT ARCHIVING POLICY
(Under regulation 30(8) of SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015)
1. Background

The Company’s website www.motors.com contains information on its business

and operations for information and awareness of stakeholders. The website is
regularly updated and certain information and documents are archived periodically
so as to be available on the website, whilst simultaneously keeping it crisp and
relevant.

Pursuant to Regulation 30 (8) of Securities and Exchange Board of India (“SEBI”)

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the content Archival policy has been framed to provide guidelines
for archival of records and documents as statutorily required.

2. Objective of the Policy

The Company is required by Regulation 30 of the Listing Regulations to make

certain events or information available to the Stock Exchanges on its website.
These disclosures will also be made available on the Company's website for a set
amount of time, as required by law. This Policy will be posted on the Company's
website, www.motors.com, to notify stakeholders and make it easier for them to
recover prior statutory information for the period specified in the Policy.

3. Archival of Information

Financial Data, Press Releases, and Announcements on specific facts and events
declared by the Company under the aforementioned regulation 30(8) of the Listing
Regulation are among the items that must be archived. The Investor's page, as well

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as the links below, provide access to financial documents/information that are
regulatory in nature, such as annual reports and financial results, as well as
information/data that is relevant to the media, researchers, or investors who are
looking for information on the Company's growth and significant past events.

The information required by the abovementioned requirements shall be hosted on

the Company's website for a minimum of five (5) years and thereafter archived for
at least another five (5) years in the manner deemed appropriate by the Company.

4. General

In case of any subsequent changes in the provisions of the Listing Regulations or

any other Regulations which make any of the clauses/provisions in this Policy
inconsistent with the Listing Regulations, the provisions of such Regulations shall
prevail over this Policy

5. Amendments

The Company may review and revise the Policy from time to time.

 DIVIDEND DISTRIBUTION POLICY

[Pursuant to Regulation 43A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

1. Scope and Objective

This Policy aims to establish a broad framework for the Company's dividend
distribution while also balancing the requirement for the Company to maintain
resources for its growth and sustainability. The Company also strives to ensure
fairness and consistency when evaluating dividend distribution to shareholders
through this policy.

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 In the purpose of giving transparency to shareholders, the Policy lays out the
circumstances and several elements that the Board must examine when deciding
whether to distribute or retain profits.

The Policy is not a substitute for the Board's decision to recommend a dividend,
which is determined every year after taking into account all of the relevant
circumstances stated herein, as well as additional factors deemed relevant by the
Board.

Following discussions with the Group's partners, the Policy is being suggested
for adoption by the Boards of Directors of all of the Group's companies, i.e. all
of its subsidiaries and, to the degree practicable, joint ventures.

2. Statutory Requirements

The declaration and distribution of dividend shall, at all times, be in accordance

with the provisions of the Companies Act, 2013, read with applicable rules
framed thereunder, as may be in force for the time being (“Act”) in particular
Sections 2(35), 24, 51, 134(3)(k), 123, 124, 125, 126 and 127 of the Act and the
Companies (Declaration and Payment of Dividend) Rules, 2014, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), such other applicable provisions of law and the Articles of
Association of the Company as amended.

3. Parameters to be considered while recommending/declaring dividend

The Board while declaring or recommending dividend to the shareholders, will

consider following financial/ internal and external factors:

Financial/Internal Factors:

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  Profits earned and available for distribution during the financial year
 Accumulated reserves, including retained earnings
 Mandatory transfer of Profits earned to specific reserves, such as
Debenture Redemption Reserve, etc.
 Past dividend trends – rate of dividend, EPS and payout ratio, etc.
 Earning Stability
 Future Capital Expenditure requirement of the Company
 Growth plans, both organic and inorganic
 Capital restructuring, debt reduction, capitalization of shares
 Crystallization of contingent liabilities of the Company
 Profit earned under the Consolidated Financial Statement
 Cash Flows
 Current and projected Cash Balance and Company’s working capital
requirements.
 Covenants in loan agreements, Debt servicing obligations and Debt
maturity profile.

External Factors:

 Economic environment, both domestic and global.

 Unfavorable market conditions
 Changes in Government policies and regulatory provisions
 Cost of raising funds from alternate sources
 Inflation rates
 Sense of shareholders’ expectations
 Cost of external financing

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 4. Circumstances under which shareholders of the Company may or may not
expect dividend

The amount of profit to be dispersed among shareholders and the amount of profit
to be maintained in the business is determined by the dividend distribution
decision. As a result, the Company's shareholders can only receive a dividend if the
Company has excess money after paying all costs, depreciation, and other
expenses, as well as meeting the statutory criteria under the Applicable Laws.

The shareholders of the Company may not expect dividend in the following
circumstances, subject to the discretion of the Board of Directors:

• The Company has inadequacy of profits or incurs losses for the Financial Year;

• The Company undertakes /proposes to undertake a significant expansion project

requiring higher allocation of capital;

• The Company undertakes /proposes to undertake any acquisitions or joint

arrangements requiring significant allocation of capital.

• The Company has significantly higher working capital requirement affecting free
cash flow.

• The Company proposes to utilize surplus cash for buy- back of securities;

• The Company is prohibited to recommend/declare dividend by any regulatory

body.

The Board may also not recommend a dividend on considering any compelling
factors/parameters mentioned in point 3 above.

5. Policy as to how the retained earnings will be utilized

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The Board may retain its earnings in order to make better use of the available funds
and increase the value of the stakeholders in the long run. The decision of
utilization of the retained earnings of the Company shall be based on the following
factors:

• Long term strategic plans

• Augmentation/ Increase in production capacity

• Market expansion plan

• Product expansion plan

• Modernization plan

• Diversification of business

• Replacement of capital assets

• Balancing the Capital Structure by de-leveraging the Company

• Payment of Dividend or issue of Bonus Shares

• Other such criteria as the Board may deem fit from time to time

6. Quantum and manner of dividend payout

Subject to the foregoing circumstances and scenarios, the Company will strive to
maintain a total dividend pay-out ratio in the range of 25% to 40% of the
Company's annual standalone profits after tax (PAT). The Company's capacity to
declare and pay dividends is based only on the standalone Financial Statements
under the Act's applicable requirements. Should the legislation be changed in the
future to allow the Company to pay dividends based on its Consolidated Profits,
the Board would consider such a payout ratio. Until then, following conversations
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 with its partners, the Company will strive to have a dividend distribution policy
with a similar payout ratio across its subsidiaries and, to the degree practicable, in
its joint ventures.

The Company may declare annual dividends, which are normally payable for a
financial year at the time the Board considers and recommends the Annual
Financial Statements, a process known as final dividend. The Board of Directors
shall have the authority to propose a final dividend to the shareholders for
approval at the Company's Annual General Meeting.

The Board of Directors may also declare interim dividend during the financial
year, between two Annual General Meetings as and when they consider it fit.

7. Specific clause with regard to dividend on shares with differential voting rights

The payment of dividend shall be based on the respective rights attached to each
class of shares as per their terms of issue.

Ordinary shares and ‘An' Ordinary shares are the two types of shares in the
company (shares with differential rights as to voting and dividend). Holders of ‘A'
Ordinary shares are entitled to receive a dividend for each financial year that is five
percentage points higher than the aggregate rate of dividend declared on Ordinary
shares for that financial year, according to the Company's Articles of Association
and terms of issue of ‘A' Ordinary shares.

8. Disclosures

The Policy shall be disclosed in the Annual report and on the website of the
Company i.e. at www.com.

9. Policy review and amendments

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The Policy will be reviewed periodically by the Board. This revised policy has
been adopted by the Board of Directors of the Company at its meeting held on
May 20, 2019, being the effective date of this Policy.

10.Disclaimer

a) The Policy does not constitute a commitment regarding the future dividends
of the Company, but only represents a general guidance regarding dividend
policy. The statement of the Policy does not in any way restrict the right of the
Board to use its discretion in the recommendation of the Dividend to be
distributed in the year and the Board reserves the right to depart from the policy
as and when circumstances so warrant.

b) Given the aforementioned uncertainties, prospective or present investors are

cautioned not to place undue reliance on any of the forward- looking statements
in the Policy.

 CODE OF CORPORATE DISCLOSURE PRACTICES

1. Background

The Securities and Exchange Board of India (“SEBI”) formulated the SEBI
(Prohibition of Insider Trading) Regulations 2015 on 15th January 2015 and
these regulations came into force on the 120th day from the publication in the
official gazette i.e. on May 15, 2015. As per these Regulations, a company
listed on any Indian Stock Exchange shall initiate and implement a code of
practices and procedures for fair disclosure of unpublished price sensitive
information (“the Code”) for prevention of insider trading.

Further, owing to the amendments brought in by the SEBI (Prohibition of

Insider Trading) (Amendment) Regulations, 2018, the Board of Directors has

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approved the revised code “Code of Practices and Procedures for fair disclosure
of Unpublished Price Sensitive Information” which amends the earlier “Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive
Information”. The revised code hereinafter is referred as the “Fair Disclosure
Code”.

2. Definitions

2.1 “Act” means the Securities Exchange Board of India Act, 1992 (15 of
1992).

2.2 “Board” means the Board of Directors of the Company.

2.3 “Chief Investor Relations Officer” or “CIO” means the Head of Investor
Relations function.

2.4 “Company” means Limited.

2.5 “Company Secretary” means the company secretary of the Company

appointed in terms of the resolution passed by the Board of the Company in
compliance of the provisions of the Companies Act, 1956 / Companies Act,
2013.

2.6 “Compliance Officer” means Company Secretary of Limited or any other

senior officer, designated so from time to time, appointed in compliance with
the provisions of SEBI Insider Trading Regulations.

2.7 “SEBI” means the Securities and Exchange Board of India.

2.8 “SEBI Insider Trading Regulations” shall mean the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 and any
amendments thereto from time to time.

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2.9 “Unpublished Price sensitive information” means any information relating
to the Company or its securities, directly or indirectly that is not generally
available, but which upon becoming generally available, is likely to affect the
price of the securities of the Company and shall, ordinarily including but not
restricted to, information relating to the following:

i. Periodical audited or un-audited financial results of the Company;

ii. Intended declaration of dividends (both interim and final) by the
Company;
iii. Change in capital structure including buy-back of securities;
iv. Any amalgamation, mergers, de-mergers, acquisitions/takeovers,
delisting proceedings, disposal and material expansion of business and
such other transactions involving the Company;
v. Change in Key Managerial Personnel;
vi. Any other matter as may be prescribed under the Regulations and / or
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to
time and/or Corporate Laws to be price sensitive, from time to time.

Words and expressions used and not defined in this Code but defined in the
Securities and Exchange Board of India Act, 1992, the Securities Contracts
(Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013
and rules and regulations made there under shall have the meanings respectively
assigned to them in those legislations.

3. Procedure for dissemination of Unpublished Price Sensitive Information

3.1 All unpublished price sensitive information shall be handled on a need to-
know basis.

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3.2 The Company will make prompt public disclosure of unpublished price
sensitive information that would impact price discovery no sooner than credible
and concrete information comes into being in order to make such information
generally available.

3.3 The Company will make uniform and universal dissemination of

unpublished price sensitive information to avoid selective disclosure. In order to
ensure universal dissemination, all unpublished price sensitive information will
first be communicated to the Stock Exchanges where the securities of the
Company are listed before this information is released to the investors, research
analysts, media or any section of the public.

3.4 The text of all communications covering unpublished price sensitive

information to the Stock Exchanges shall be approved by the Chief Executive
Officer or Chief Financial Officer before release.

4. Sharing of UPSI for legitimate purpose

4.1 The UPSI can be shared only on a need-to-know basis and as per policy for
determination of legitimate purpose as mentioned in Annexure 1, performance
of duties or discharge of legal obligations which shall include the following:

i. Sharing of UPSI in the ordinary course of business by any Insider,

Designated Person, or by any Authorized person with existing or
proposed partners, collaborators, lenders, customers, suppliers, merchant
bankers, legal advisors, auditors, insolvency professionals or other
advisors or consultants
ii. Sharing of UPSI for any other genuine or reasonable purpose as may be
determined by the Company

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 iii. Sharing of UPSI for any other purpose as may be prescribed under the
Securities Regulations or Company Law or any other law for the time
being in force, in this behalf, as may be amended from time to time

Provided that such sharing should not be carried out to evade or circumvent the
prohibitions of SEBI Insider Trading Regulations.

5. ISSUE OF NOTICE TO THE RECIPIENT OF UPSI:

5.1 Any person in receipt of unpublished price sensitive information pursuant
to a “legitimate purpose” shall be considered as an “insider” and due
notice shall be given to such person making him aware of the duties and
responsibilities attached to the receipt of such unpublished price sensitive
information
6. Chief Investors Relation Officer (“CIO”) and other Spokespersons

6.1 The CIO will deal with the dissemination and disclosure of Unpublished Price
Sensitive Information. In addition to CIO, the following persons (“Authorized
Spokespersons”) are also authorized to communicate with the Investors/media in
co-ordination with the CIO:

i. Chairman & Chief Strategy Officer

ii. Chief Executive Officer (“CEO”)
iii. Chief Financial Officer (“CFO”) iv) Head – External Communications

For any specific event or occasion one or more Company officials (including
Vertical Heads, Delivery Heads and Business Heads) may be invited to interact
with investors, research analysts and representatives of the media.

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6.2 The Company Secretary in coordination with the CIO shall disseminate /
disclose the information to the stock exchanges where the Securities of the
Company are listed

7. Guidelines while dealing with Analysts (financial as well as industry), Investors,

Customers and Media

7.1 All Company spokespersons shall ensure that information shared with Analysts
(financial as well as industry), Investors, Customers and Media is not unpublished
price sensitive information. Only information in the public domain (i.e.
information which is already provided by the Company through published
financial statements, press releases or is available on the Company’s web site) shall
be provided. Discussion on any topic or issue or any data, which cannot be made
public, shall be avoided.

7.2 Unanticipated questions rose by analysts, Investors and Media may be taken on
record and a response given later. If the answer includes price sensitive
information, a public announcement should be made before responding.

7.3 In case some unpublished price sensitive information gets disclosed selectively,
inadvertently or otherwise, the same shall be brought to the notice of the CIO to
enable him to make such information public at the earliest.

7.4 No Company Official will interact with analysts, financial market participants,
Investors or any media representatives unless CIO (or his authorized
representative) or any other Authorized Spokesperson of the Company is also
present during such interaction.

7.5 Inquiries received from analysts, financial market participants, Investors or any
media representatives in any department (other than the Investor Relations

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 Department and the offices of any of the Authorized Spokespersons) must be
forwarded to the CIO. Under no circumstances should any attempt be made to
handle these inquiries without prior authorization from the CIO or an Authorized
Spokesperson.

8. Silent Period

8.1 During the period when the Trading Window is closed before the
announcement of quarterly or annual financial results, any officer of the Company
shall not discuss or comment on any aspect of financial performance of the
Company to any member of the media in order to avoid any inadvertent disclosure
of unpublished price sensitive information on selective basis.

The Trading Window shall generally be closed from 25th of the last month of the
quarter for which results are required to be announced by the Company and shall
reopen 48 (Forty-Eight) hours after the announcement of financial results by the
Company.

9. Procedure for Conference calls and analyst meets

9.1 Whenever, the company calls for a conference call, the CIO shall ensure
adequate publicity of the event. A press release would be sent prior to the
conference call to the stock exchanges and hosted on the Company’s website
covering the relevant details of the call (including Duration of the call, Number of
ports, Access numbers, Reply number, Registration procedure, Contact person (for
pass code), Web casting details).
9.2 Transcripts, Earnings presentation, Investors’ presentation and the web cast with
analysts and investors shall be made available on the Company’s official website.

10. Responding to market rumors

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10.1 The CEO and/or the CFO shall be responsible for deciding whether a public
announcement is necessary for verifying or denying rumors and then making the
disclosure. He shall give appropriate and fair response to the queries on news
reports and requests for verification of market rumors by regulatory authorities.

10.2 As a policy, the company will consistently ignore speculative reports that
appear in the press or in the electronic media. In order to protect the standing of the
company, the response of the CIO, in each instance of a market rumor will be to
neither affirm nor deny the rumor till such time an official position on the subject
is developed in consultation with the CEO and / or the CFO. However, if a rumor
or a press report is likely to impact the business of the Company in a significant
manner a suitable communication responding to market rumors shall be finalized
in consultation with the CEO and / or the CFO before dissemination to the Stock
Exchanges and external agencies.

11. Miscellaneous

11.1 The Company reserves all right to modify and/or amend this Code at any
time.

11.2 The Company may form a Group comprising of senior executives to ensure
compliances of policy for ‘Determination of legitimate purpose’ including
determination of UPSI, legitimate purpose for sharing of UPSI, regular review of
the policy and list of UPSI/legitimate purpose.

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  POLICY ON DEALING WITH RELATED PARTY
TRANSACTIONS
I. INTRODUCTION

Company Limited (“Company”) recognizes that Related Party Transactions (as

defined below) can create potential or actual conflicts of interest, and in order to
avoid this and ensure that such transactions are in the best interests of the
Company and its shareholders, the Company has adopted the following policy.
The Audit Committee recommended and the Company's Board of Directors (as
defined below) adopted this policy regarding the review and approval of
Related Party Transactions (“Policy”) to set forth the procedures under which
certain transactions with Related Parties (as defined below) will be approved.

II. DEFINITIONS

For the purposes of this Policy, the following definitions apply:

a) “Act” means the Companies Act, 2013, for the time being in force and as
amended from time to time.

b) “Arm’s length transaction” means a transaction between two related parties

that is conducted as if they were unrelated, so that there is no conflict of
interest.

c) “Audit Committee” means the Audit Committee constituted by the Board of

Directors of the Company in accordance with applicable law.

d) “Board/Board of Directors” means the board of directors of HCL.

e) “Key Managerial Personnel” mean key managerial personnel as defined

under Section 2(51) of the Companies Act, 2013. f) “Material Related Party

25
Transaction(s)” means transaction(s) defined as Material Related Party
Transaction(s) under SEBI (Listing Obligations and Disclosure Requirements),
Regulation, 2015 (“SEBI Listing Regulations”).

g) “Ordinary Course of Business” - The transactions shall be in the ordinary

course of business if - (a) If the transaction is covered in the main objects or
objects in furtherance of the main objects or (b) If the transaction is usual as per
industry practice or (c) If the transaction is happening frequently over a period
of time and is for the business purpose of the Company.

h) “Policy” means this Related Party Transaction Policy.

i) “Related Party” means a related party as defined under the Companies Act,
2013, rules made thereunder and under applicable accounting standards and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(including any amendments thereof).

j) “Related Party Transaction” means a transaction envisaged as a related party

transaction defined under the Companies Act, 2013 or under SEBI (Listing
Obligations and Disclosure Requirements), Regulation, 2015 (including any
amendments thereof).

k) “Relative”, means with reference to any person, anyone who is related to

another, if—

1. they are members of a Hindu Undivided Family;

2. they are husband and wife; or
3. A person shall be deemed to be the relative of another, if he or she is
related to another in the following manner, namely: -
i. Father including step-father;

26
 ii. Mother including step-mother;
iii. Son including step-son;
iv. Son’s wife;
v. Daughter;
vi. Daughter’s husband;
vii. Brother including step-brother;
viii. Sister including step-sister.

l) “Rules” means Rules made by the Central Government pursuant to the

provisions of the Companies Act, 2013, for the time in force and as amended
from time to time.

III. PROCESS AND PROCEDURE FOR DEALING WITH RELATED

PARTY TRANSACTIONS

A. Approval of Audit Committee

• Prior approval of the Audit Committee shall be taken for entering into
transactions with any Related Party or subsequent modification of the said
transactions.
• The Audit Committee may grant omnibus approval for certain Related
Party Transactions.
• While granting the omnibus approval, the Committee may prescribe the
maximum mark-up to be given to the related parties in transactions
involving purchase of goods and services and the minimum mark up to be
charged from the related parties involving the sale of goods and services.
The Committee may specify the maximum amount for each transaction and
for a 12-month period. Where it is not possible to define the nature of the
transaction, the Committee may grant approval to the management to enter

27
 into transactions with related parties up to a certain defined monetary limit
together with the validity period for such approval.
• The Audit Committee shall review with the management, the annual
financial statements and auditors‟ report thereon before submission to the
Board for approval, with particular reference to disclosure of any Related
Party Transactions or subsequent modification of the same.

B. Approval of the Board of Directors

For entering into Related Party Transactions or revisions thereto that are not in
the ordinary course of business or on an arm's length basis, prior permission of
the Board of Directors is required. If a director is interested in a contract or
arrangement with a Related Party, he or she may not participate in the meeting
during discussions about the contract or arrangement.

C. Approval of Shareholders

For entering into Material Related Party Transactions and all Related Party
Transactions requiring shareholder approval in accordance with Section 188 of
the Act and the rules made thereunder, prior approval of the shareholders is
required, and no related party shall vote to approve such resolutions, regardless
of whether the entity is a party to the particular transaction or not.

For material related party transactions entered into between the Company and its
wholly owned subsidiary whose accounts are consolidated with such holding
company and placed before the shareholders at the general meeting for approval,
the shareholders' approval is not required if the Act and the Rules allow it.

III. DISCLOSURES

28
 The Company must disclose the specifics of any contracts or arrangements
entered into with Related Parties in the form and manner required by the Act
and its rules, as well as the SEBI Listing Regulations.

This Policy will be posted on the Company's website, and a link to it will be
included in its annual report. All operational personnel and other involved
persons of the Company will be informed of the Policy.

IV. LIMITATION AND AMENDMENT

Any subsequent amendment / modification in the SEBI Listing Regulations,

Act and/or applicable laws in this regard shall automatically apply to this
Policy.

 INFORMATION SECURITY POLICY

1. We at ______ recognize that information is one of our most valuable assets
belonging to our business and operations and which helps us in maintaining
and augmenting our competitive advantage.
2. The achievement of our business goals depends on our ability to safeguard
the information we create or possess by ensuring its confidentiality, integrity
and availability at all times.
3. Information assets shall be classified based upon their business value and risk
exposure and according adequate controls shall be applied aligned to business
requirements. The necessary measures such as policies, procedures and
appropriate solutions shall be provided through Information Security
Management System Framework [ISMS] to facilitate in the process.

29
4. All Business Heads/Departments Heads are directly responsible for ensuring
compliance with our information security policy in their respective business
domains.
5. Our employees shall understand the value of information and exercise their
individual and collective responsibility to protect it.
6. Any access to information and information systems shall be governed by the
Information Security Policy of ___________Ltd. These would also include
but not limited to; to visitors, guests, business associates, consultants, vendor,
suppliers and contractual employees, who visits the premises of ________ltd,
and those who have access to; or use information and information system of
the Ltd.
7. Respect for individual is central to the ethos of our organization and hence
the Information Security Framework shall ensure adequate mechanisms are
promulgated to address Protection of Privacy of employees within
_______ltd.
8. We shall continuously strive to improve and strengthen our information
security initiative and make it as part of our identity and business action.
9. We. Hereby, as committed and responsible employees of Ltd. Pledge to
adhere and abide by the laid down Information Security Policies and
Procedures in spirit and intent, and discharge our roles and responsibilities as
per the expectations set forth by Ltd.

30
  ANTI-BRIBERY AND ANTI-CORRUPTION POLICY OF TATA
STEEL LIMITED
I. General guidelines

Our Company is subject to the Anti-Bribery and Anti-Corruption (ABAC) Policy.

The boards of our Indian subsidiaries would be advised to adopt this Anti-Bribery
and Anti-Corruption (ABAC) Policy. This Anti-Bribery and Anti-Corruption
(ABAC) Policy will be promoted by the Company to its Indian affiliates and joint
ventures. Because different nations may have differing anti-bribery and anti-
corruption legislation, the Company's overseas subsidiaries, affiliates, and joint
ventures may implement policies that are applicable to the jurisdictions in which
they operate, as advised and approved by their respective boards.

1. We uphold all laws relevant to countering bribery and corruption applicable

to us in the conduct of our business across all the jurisdictions in which we
operate including, wherever applicable, the U.S Foreign Corrupt Practices
Act (“FCPA”), the UK Bribery Act (“UKBA”), the Indian Prevention of
Corruption (Amendment) Act, 2018 (“PCA”). Different statutes adopt
different yardsticks to determine whether or not a particular act or omission
is an offence thereunder; thus an act may be an offence under one statute,
but not under another. The FCPA makes it a federal crime for companies or
individuals to bribe government officials in non-U.S. countries in order to
obtain or retain business, or to secure improper business advantages. The
FCPA also requires public companies or issuers (U.S. and non-U.S
companies that trade securities on a U.S. stock exchange), to keep accurate
books and records, and to have an adequate system of internal financial and
accounting controls. The UKBA prohibits bribery in both, the public and

31
 private sectors. Under the PCA, bribery of government officials and agents,
whether directly or indirectly, is strictly prohibited.
2. It would also be pertinent to note the impending amendments introduced
upon enactment of the Prevention of Corruption (Amendment) Act 2018 in
India which are intended to strengthen the legislative framework of the PCA
and include:
 ‘supply’ side of bribery (i.e. bribe giving) covered by making it a
substantive offence under the PCA;
 The law covers both direct bribery by a corporation/partnership as well as
bribery through a third party; and
 A company could be held liable under the PCA as an offender if any
person ‘associated’ with the company gives a bribe. However, a company
would be able to defend itself by proving that it had in place adequate
procedures (such as a robust ABAC program) designed to prevent persons
associated with it from undertaking such conduct;
 Every director, manager, secretary or other officer with whose ‘consent or
connivance’ the offence was committed, to be made liable under the PCA.
3. In addition to the PCA, the following laws in India also presently apply to
offences relating to or resulting in corruption and bribery and resolutions
available in case of occurrence of corruption or bribery:
i. Indian Penal Code, 1860 (“IPC”);
ii. Prevention of Money Laundering, 2002;
iii. Central Vigilance Commission Act, 2003;
iv. Lok Ayukta Acts of various states.

II. POLICY STATEMENT AND PURPOSE

32
 1) The purpose of this Anti-Bribery and Anti-Corruption Policy (“ABAC
Policy”) is to ensure that the Company and any Tata Steel Group Company
(ies), in any part of the world (‘TS’) conduct(s) its operations and business
activities in consonance with applicable laws, highest ethical standards and
ensure(s) the prevention, detection of fraud, bribery and corruption.
2) The guidelines in this ABAC Policy supplement the Tata Code of Conduct
2015 (“TCoC 2015”) and should be read in conjunction with:
a. TCoC 2015;
b. the Whistle blower Policy
c. Anti- Money Laundering Policy;
d. Gift and Hospitality Policy;
e. Any guidance published pursuant to this policy; and
f. Any other relevant policies as may be implemented from time to time.

III. SCOPE AND APPLICABILITY

1. This ABAC Policy is applicable to all individuals working at all levels and
grades, including directors senior executives, senior managers, officers,
employees (whether permanent, fixed term or temporary), consultants,
contractors, trainees, interns, seconded staff, casual workers and agency staff,
agents, business partner, service provider, professional associate, and such
other relevant persons, third parties or company associated with Ltd, including
those acting on behalf of Ltd, joint venture in which Ltd is a shareholder,
foreign subsidiaries and associates and as maybe designated by the
Compliance Officer / Chief Ethics Counselor from time to time (all of the
aforesaid being collectively referred to as “Personnel”).

33
 2. This ABAC Policy requires Personnel to recognize questionable transactions,
behavior or conduct, and to take steps to record, comply and follow procedures
set in place to deal with such behavior or conduct.

3. This policy establishes minimum standards to assist Personnel in

establishing adequate procedures to ensure the prevention, deterrence, and
detection of bribery and other corrupt business practises in the conduct of
operations and business activities, directly or indirectly through a third party,
to or from any individual, associates, private or public sector officials,
government officials, and others.

4. Improper payments, gifts, or inducements of any kind could be used to get or

keep business, or to achieve improper business advantages, licenses, or
permits.

5. Bribery and corruption can take a variety of forms, including cash or gifts to an
individual, family members, or colleagues, exaggerated commissions, forged
consultancy agreements, unlawful rebates, non-monetary favors, and bogus
political or charitable donations. These actions can be carried out personally
or through a third party for the advantage of the individual or a member of
their family.

6. It is illegal and immoral to offer or receive a bribe, or to participate in any

action related to bribery, facilitation payments, or corruption, whether
intentionally or unintentionally.

7. Each company, including a joint venture in which company is a party, must

comply with all applicable laws, domestic and foreign, as applicable, in the
conduct of its business.

34
8. Most nations have anti-bribery and anti-corruption laws that may apply to the
conduct of our business across jurisdictions or with parties, agencies, or
regulators from or in these or other jurisdictions.

9. Different jurisdictions adopt different yardsticks to determine whether or not a

particular act or omission is an offence and prescribe different standards for
adequate internal financial and accounting controls, records and reporting.

10. When applicable local laws are stricter than this policy, such laws must be
complied with. In case of any doubts, Company must contact the Compliance
Officer / Chief Ethics Counselor.

11. Company Personnel have a responsibility to comply with this ABAC Policy,
and ensure that our Company’s procedures and measures to combat ABAC
risks and threats are upheld and strengthened. If in doubt whether an act
would breach this ABAC Policy, the company must take a step back and ask
oneself the following on a contemplated action:

• What is the intent - is it to build a relationship or is it something else?

• How would it look if these details were on the social media/public domain?

• What if the situation were reversed - would there be a double standard?

12. Whenever faced with a doubt on the applicability of this ABAC Policy, or if an
act could be perceived to be a breach of this ABAC Policy, consult the
Compliance Officer / Chief Ethics Counselor.

13. While an exhaustive list cannot be provided, set out below are indicative
questionable transactions or situations that Tata Steel Personnel should be

35
 careful about - which, when appearing together or individually, should raise a
‘red flag’:

i. A contract requires the use of a third-party consultant dealing on behalf of

TSL with Government agencies;
ii. The business lacks qualifications or resources i.e. the potential business
partner does not appear capable of performing the services being offered.
Sham service contracts, under which corrupt payments are disguised using a
consulting agreement or other arrangement are typical modalities for
indulging in bribery or corrupt activities;
iii. Any potential partner who provides guarantees of success or claims to have
the ability to obtain licenses or other government approval without providing
a description of a legitimate manner by which those goals will be
accomplished;
iv. Transactions involving unusual payment patterns or financial arrangements.
Accordingly, a request to pay unusually high commissions is a warning sign
of possible corruption. A request to deposit commissions in multiple bank
accounts, perhaps in offshore banks, also justifies additional scrutiny;
v. Transactions for which invoices are processed but deliverables are not as
per contract or service level agreements. vi. Transactions without approval
of appropriate authority.
vi. A potential counterparty who refuses to accept an ABAC or anti-money
laundering clause in the proposed contract;
vii. Based on pre-acquisition / counterparty due diligence, it becomes apparent
that the potential counterparty has a reputation for offering bribes or
violating other laws or indulging in unusual structured transactions;

36
viii. Inflated payouts to, or questionable role in the project of potential
counterparty or its affiliate;
ix. A proposed counterparty resists or fails to provide details of parentage or has
undisclosed principals, associates or subcontractors with whom it splits fees;
x. A proposed counterparty refuses access to its books and records where
requested under the proposed contract.

14. Because no code of conduct or policy can cover every possible situation,
our Company relies on the Tata Steel Personnel to use good judgment and to
speak up when they have either questions or concerns.

IV. COMPLIANCE OFFICER / CHIEF ETHICS COUNSELLOR

The Company shall, from time to time, appoint a Compliance Officer / Chief
Ethics Counselor with sufficient seniority, competence, and independence to
ensure compliance with the provisions of this ABAC Policy (“Compliance
Officer / Chief Ethics Counselor”), who shall be notified to all Tata Steel
employees. All reports, complaints, reservations, or concerns about this ABAC
Policy should be directed to the Compliance Officer / Chief Ethics Counselor by
Tata Steel employees. The Compliance Officer / Chief Ethics Counselor will
investigate any issue or complaint expressed by any Tata Steel employee in
regard to any suspected breach of this ABAC Policy.

All bribery or corruption-related questions, concerns, or complaints received by

the Compliance Officer / Chief Ethics Counselor should be referred to the Ethics
Committee. The Ethics Committee is responsible for taking any action needed
by this ABAC Policy. Quarterly compliance reports must be sent to the
Designated Director by the Compliance Officer / Chief Ethics Counselor. ABAC

37
Policy violations that are severe will be reported to the Company's Board of
Directors (the "Board").

V. DEFINITIONS

1. Bribery

Bribery includes the offer, promise, giving, demand or acceptance of an

undue advantage as an inducement for an action which is illegal, unethical or
a breach of trust. Bribes often involve payments (or promises of payments)
but may also include anything of value - providing lavish/inappropriate gifts,
hospitality and entertainment, inside information, or sexual or other favors;
offering employment to a relative; underwriting travel expenses; abuse of
function; or other significant favors. Bribery includes advantages provided
directly, as well as indirectly through an intermediary.

2. In the Indian context, the ingredients of an act of bribery under the PCA
are:

a. Any person who gives or promises to give an undue advantage to

another person or persons with intention to induce a public servant to
perform improperly a public duty
b. Any person who gives or promises to give an undue advantage to
another person or persons to reward such public servant for the
improper performance of public duty.

Violators of the PCA shall be subject to fines and/or imprisonment. Liability

could also be attributed to a company, if an employee/agent acted within the
scope of employment, to obtain benefit for such a company.

38
Improper Performance could lead to accusations of criminal breach of trust,
which is an offence under the Indian Penal Code (IPC). The IPC also penalizes
abetment as an offence. Under the IPC any person who intentionally aids, by any
act or illegal omission, the doing of a thing, or engages with a person/persons in a
conspiracy for the doing of a thing, is guilty of the offence of abetment.
Additionally, a person could also be prosecuted for offenses of cheating and/or
criminal breach of trust under the IPC.

3. Corruption
Corruption includes wrongdoing on the part of an authority, or those in
power, through means that are illegitimate, immoral, or incompatible with
ethical standards.
4. Designated Director

“Designated Director” means a person designated by the board of directors

to ensure overall compliance with the ABAC Policy

5. Public Official (Government Official or Public Servant) / Foreign Public

Official

In the Indian context, a public official would include (but not be limited to)
the following:

a. any person holding a legislative, executive or administrative office of

the government (domestic or foreign), or acting in the official capacity
for or on behalf of a legislative, executive, or administrative office of
the government (domestic or foreign), whether appointed or elected,
whether permanent or temporary, whether paid or unpaid, irrespective
of that person’s seniority;

39
 b. any person in the service or pay of the government or of a corporation
established by or under a central, provincial or state statute, or an
authority or a body owned or controlled or aided by the government or
a government company or is remunerated by the government by fees
or commission for the performance of any public duty;
c. any judge, including any person empowered by law to discharge,
whether by himself/ herself or as a member of any body of persons,
any adjudicatory functions;
d. any person authorized by a court of justice to perform any duty, in
connection with the administration of justice, including a liquidator,
receiver or commissioner appointed by such court;
e. any person who performs a public duty, including for a public agency
or public enterprise, or provides a public service, as defined in the
domestic law of the country and as applied in the pertinent area of
law; and
f. Any other person defined as a “public official” under the domestic
law. “State” means all levels and subdivisions of governments (i.e.,
local, regional, or national and administrative, legislative, or
executive).

Foreign public official

Under non-Indian ABAC laws, what constitutes a “foreign official” or “foreign

public official” is interpreted broadly and includes officials from all branches
of government, as well as public international organizations, regardless of
whether the official is a paid or unpaid employee. The term also includes
political parties, party officials, and candidates for public office. Further it
includes employees or agents of state-owned or state-controlled enterprises and

40
 means any person acting in an official capacity on behalf of any government
department, agency, instrumentality, or corporation, family members of the
official, as well as a political party official or any candidate for political office.

6. Third party/Business Associates

The term “third party/Business Associates” includes any individual or

organization, who/which comes into contact with the Company or transacts
with the Company, and also includes actual and potential clients, vendors,
consultants, retainers, agents, advisors, distributors, business associates,
partners (including academic institutions), contractors, suppliers or service
providers who work for and on behalf of the company.

7. Improper performance

Breach of an expectation that a person will act in good faith, impartially or in

accordance with a position of trust amounts to improper performance. This
would also include obtaining, agreeing to receive, accepting, or attempting to
obtain, an undue advantage for acts to be performed properly

VI. AREAS OF CONCERN- WHERE CORRUPTION RISK IS HIGHEST

1. Corruption can occur in a variety of settings. It's frequently done for the
purpose of gaining financial or other personal gain. Bribes, for example, are
designed to influence conduct and can take the shape of money, a privilege,
a valuable object, an advantage, or just a promise to influence someone in a
position of authority or public trust. In most cases, there are two people
engaged, and both would benefit. Offering or receiving cash in the form of a
kickback, loan, fee, or reward, or giving of aid, donations, or voting in order
to exert undue influence are all examples of bribes.

41
 2. The areas of business where corruption, including bribery, can most often
occur include:

a. Gifts, Entertainment and Hospitality;

b. Facilitation Payments;
c. Procurement Process;
d. Political, Community or Charitable Contributions;
e. Improper Performance of Duties;
f. Favors Regarding Recruitment Opportunities.

VII. GIFTS, ENTERTAINMENT AND HOSPITALITY

1. What is a “Gift”?

A gift is defined as something of worth, including any unrequited monetary

or nonmonetary gain. It encompasses both tangible and intangible
commodities such as discounts, services, loans, favors, unique privileges,
advantages, perks, and rights that are not available to the general public.
Meals, entertainment, and hospitality are all examples of “gifts,” and no
corporation should ever request a present from a person or company that
does, or tries to do, business with the Company. Meals, entertainment, and
hospitality may also qualify as a gift if the value and frequency are within
acceptable boundaries.

2. Policy on Gift and Hospitality

2.1 Gifts, entertainment, and hospitality may be acceptable if they are

reasonable, proportionate, made in good faith and in compliance with the
Company’s policies, Company must familiarize themselves with our

42
Company’s Gifts & Hospitality Policy. Any doubts in this regard should be
clarified with the Compliance Officer / Chief Ethics Counselor.

2.2 Offering gifts in order to win or keep business is unethical and, in many
cases, illegal. In case of dilemma seek clarification from Compliance
officer / Chief Ethics Counselor. If your compliance Officer / Chief Ethics
Counselor is conflicted, seek guidance from the Designated Director.

2.3 Note that this ABAC Policy is applicable whether a Company is

personally offered a gift, or if a gift is offered for the benefit of a specific
group or department at the Company (including as a prize to be distributed at
a party or event). All gifts received should be promptly reported to the
Compliance Officer / Chief Ethics Counselor if they are not in the ordinary
course of business, in compliance with all policies issued by the Company
and as per applicable law. Gifts of cash or cash equivalents must never be
accepted.

2.4 Company may give a modest gift to a government or other public official
only when it is appropriate, allowed by local law, and in accordance with our
Company’s Gifts and Hospitality Policy.

2.5 Company Personnel are prohibited from offering gifts or granting favors
outside the ordinary course of business to current or prospective customers,
their employees or agents or any person (including but not limited to
Government Officials) with whom the company or its business associates
have a contractual relationship, or intend to negotiate an agreement which is
not in compliance with the Company’s Gift and Hospitality Policy. No
Company should accept or solicit any personal benefit from anyone in the

43
course of business in a manner that might compromise, or appear to
compromise their objective assessment.

2.6 The Company recognizes that in certain countries the giving and receipt
of gifts and/or hospitality is an important part of doing business, however,
irrespective of local customs, excessive or inappropriate levels of hospitality
or value of gifts could be bribes if given or received in order to improperly
influence behaviors.

2.7 It is responsibility of the Company to determine whether the level of gift

or hospitality is appropriate. As a general guide, the giving or receiving of
gifts or hospitality may be acceptable if it meets the following requirements:

i. It is not received or offered in cash or cash equivalent.

ii. The purpose and supporting details can be documented in a clear and
identifiable manner so that any third party can easily understand it.
iii. It is consistent with TSL ABAC policy.
iv. It does not violate Prevention of Corruption Act, 1988 and Prevention
of Corruption (Amendment) Act, 2018.
v. It is of nominal value (as defined in the Gift & Hospitality policy) and
is not designed to influence the judgment or encumber the
independence of the person receiving it.
vi. It is authorized and approved by an appropriate authority within TSL.

In addition to the above, each Company is required to be in compliance with

the specific guidelines set out in the Company’s Gifts and Hospitality
Policy, including in relation to maximum values permitted.

VIII. COMPELLED TO GIVE UNDUE ADVANTAGE

44
 1. While the Company remains committed to its policy prohibiting bribe or
kickback, it recognizes that there may be the following exceptional
circumstances in which an official immediately: threatens or
compromises the personal safety and security of an individual concerned
(or another) in order to procure such undue advantage.
2. Any payment made under such circumstances where the person is
compelled to give undue advantage must be reported immediately to the
Compliance Officer / Chief Ethics Counselor and the Legal Head with 24
hours of such payment.
3. The Chief Ethics Counselor & Legal Head shall report the matter to law
enforcement authority or investigating agency within a period of seven
days from the date of such payment.
4. Reporting existing cases it shall be the responsibility of every Company
to report any existing facilitation agreement or clauses related to payment
of facilitation fees or other such arrangements in any existing agreement
to the Compliance Officer / Chief Ethics Counselor and the Legal Head.

IX. PROCUREMENT PROCESS

Personnel must follow our company's processes and adhere to the supplier
selection system's internal controls. These procedures are detailed in our
Procurement Manual, which is available through the central procurement team,
and all relevant personnel must become familiar with it. The Procurement
Manual outlines the rules and procedures for vendor selection, including
needed due diligence, delegation of authority, and the penalty request system.
The receipt of a gift, hospitality, or payment should never be used to choose a
supplier. It is critical that we have paperwork supporting our internal controls
when supplier selection is a formal, structured invitation for the supply of

45
 items or services. Personnel must be familiar with our company's procurement
procedures and must adhere to them at all times.

X. INTERACTION WITH CUSTOMERS

1. Sale side Bribery

Bribery may also occur on the sales side, For example an employee might
accept a bribe to prefer one customer or distributor over another, again with
potentially damaging consequences for relationships with other customers,
as well as the legal consequences to our Company.

2. Policy towards customers and distributors

a. The Company sells its products either directly to customers or through

distributors. Where a Personnel is responsible for relationships with
customers or distributors, she/he may entertain customers or distributors for
bona-fide purposes only in accordance with our Company’s Gifts &
Hospitality Policy.
b. In the normal course of business, discounts and rebates are offered to
customers in both the private and public sectors. While this is common
industry practice, the wide variety of arrangements and the relative
complexity of some of them creates a degree of risk that such arrangements
could be used to disguise improper inducements to individual customer
representatives (for example, selective dissemination of the fact that free
products are being provided), and consequently great care needs to be
exercised in the deployment of such arrangements.
c. Personnel must ensure that they use only approved Standard
Distributorship contracts (available with the Compliance Officer / Chief
Ethics Counselor) for relationships with Distributors. All such contracts
46
 should have provisions on anti-bribery and corruption that the proposed
distributor must sign off to. Relevant Personnel should also ensure that
every distributor has formally signed off on and agrees to adhere to the
latest version of the Code of Conduct.
d. Personnel shall also conduct due diligences based on checklist available
with the Compliance Officer / Chief Ethics Counselor, during distributor
acquisitions as well as continuous diligence of existing distributors at
regular intervals, at least once in two years.

XI. USE OF THIRD PARTY AGENTS, CONSULTANTS AND OTHER

INTERMEDIARIES

1. Even if our Company did not sanction the payments, our Company may be held
liable for bribes paid on its behalf by third parties, with severe and often
irreversible repercussions. As a result, it's vital that we choose our agents and
other third parties carefully. These are people or corporations who act on our
behalf.

2. All business relationships with suppliers, agents, contractors, service providers,

intermediaries, consultants, and advisers must be conducted with the utmost
honesty and in accordance with all applicable rules and regulations. All of our
third parties are expected to share our values and ethical standards.

3. The following should be kept in mind prior to engaging any third party:

a) Standard formats for third party contracts including those with

consultants, advisors, contractors, service providers, intermediaries,
suppliers shall be provided by the Compliance Officer / Chief Ethics
Counselor.

47
 b) Personnel must use only the formats provided by Compliance Officer /
Chief Ethics Counselor to enter into any agreements with agents. Any
deviation to the format shall be made only after written approval from the
Compliance Officer / Chief Ethics Counselor.

c) The engagement process including the final approval of selection of any

third party should be fully documented and up to date records maintained.

d) Conduct due diligence as per third party diligence questionnaire available

with the Compliance Officer / Chief Ethics Counselor, and document and
retain records of such diligence conducted for a period of at least 7 years;

e) Formal commitment (in writing) is sought from the third party to ensure
compliance to the latest version of the Company Code of Conduct, the
ABAC Policy, and any other policies formulated by the Company on bribery
and corruption;

f) Appropriate anti-bribery and anti-corruption provisions are incorporated

in the contracts in consultation with our Compliance Officer / Chief Ethics
Counselor

XII. POLICY ON GOVERNMENT INTERACTION

1. “We cooperate with the government and regulators in a constructive

manner in order to promote good governance,” says Section I, Clause 2
of the TCoC 2015. We conduct our dealings with them in accordance
with our Code of Conduct. Doing business with the government is highly
regulated, and the laws are often more stringent than in the commercial
world. If you work with government officials or for a government-owned
(or partially-owned) corporation, you have a specific responsibility to

48
 understand and follow applicable laws and regulations, to maintain the
greatest level of integrity, and to prevent even the appearance of
impropriety. Our Company may deal with the government, government
officials, and government agencies in a variety of ways, including
requesting statutory or regulatory clearances, serving as a supplier, or
serving as a customer. When representing our company in front of the
government, government officials, and government agencies, personnel
should always be truthful, accurate, cooperative, and pleasant.
2. Particular care must be taken with regard to business hospitality and
travel provided to government officials. The Company may pay or
reimburse government officials for reasonable travel and lodging-related
expenses or costs directly related to:
a) The entering into or execution of a MoU, Contract or Agreement
between the Company and the Government which the government
official represents.
b) In each case, the purpose of the trip must be defined and approved in
advance and reimbursement is subject to “bona fide” supporting
documentation and correspondence records, all of which shall be
documented.
c) The promotion or demonstration of its products and services (provided
the same is not exclusively for Government Officials)
Cash payments or per diems should be avoided and reimbursements for
travel and lodging related expenses should be paid to the government
entity or agency rather than to the government official directly.
3. Our Business and its employees will not provide or give any company
cash or property as a donation to any government agency or its agent,
directly or through intermediaries, unless required by applicable law and
49
 our Company's Corporate Social Responsibility (“CSR”) Policy.
However, in the Indian context, gifts of our Company's funds or property
to the Prime Minister's Relief Fund, as well as donations to disaster relief,
may be permissible under our CSR Policy. The Company shall comply
with government procurement regulations and shall be transparent in all
its dealings with government agencies.
4. Any gifts, hospitality or entertainment with respect to government
officials must be in compliance with the Company’s Gift and Hospitality
Policy.

XIII. POLICY FOR POLITICAL COMMUNITY AND CHARITABLE

CONTRIBUTIONS
1. “We shall act in conformity with the constitution and governance
systems of the countries in which we operate,” says Section I, Clause 1 of
TCoC 2015. We have no intention of influencing the outcome of public
elections or undermining or changing any government structure. We are
not affiliated with any political party or candidate for public office. We
do not offer or contribute any firm finances, property, or other resources
as donations to any specific political party, candidate, or campaign, and
we do not engage in any action that could be regarded as mutual
dependency / favor with any political entity or person. Any financial
contributions considered by our Board of Directors to strengthen
democratic forces through a clean electoral process will be made only
through the Progressive Electoral Trust in India, or through a similar
transparent, duly-authorized, non-discriminatory, and non-discretionary
vehicle outside India.”

50
2. Personnel are not permitted to make political contributions from our
Company's finances, possessions, or other resources unless the Board has
approved such contributions in accordance with the TCoC and applicable
legislation. Our Company may make philanthropic contributions in
response to humanitarian needs and other circumstances, such as
emergency situations and disaster relief. Our Company's Corporate
Social Responsibility Policy requires that such contributions be made in
accordance with it. However, it is critical that we pay careful attention
when making donations to ensure that they are done without demand or
expectation, as this would be a violation of anti-corruption laws, the
TCoC, and this ABAC Policy if our donations were considered
inducements. As a result, the Company must make donations to
community initiatives or charities in good faith and in accordance with
our TCoC, our ABAC Policy, and all other relevant policies and
procedures.
3. Before making such a contribution, the Personnel should ensure that:
a) Such charitable contributions are not dependent on, nor made to win, a
business deal.
b) The contribution is always made to the charity and not to any
particular individual, except where donations or grants are provided
directly to affected victims of natural disasters, pursuant to our
Company’s CSR policy.
c) Contributions should be given to entities where the end use of the
contribution is known and/or controlled.
d) Contributions should only be made to charitable organizations which
are registered under the laws of the country.

51
 e) As far as possible, background checks on the charitable organizations
should be carried out in all cases specially to ensure that the charity does
not act as a conduit to fund illegal activities in violation of anti-money
laundering laws, antiterrorism laws and other applicable laws.
f) Only such charitable contributions shall be made that are legal and
ethical under local laws and practices
4. Sponsorships are inextricably linked to the numerous forms of
community and commercial initiatives that our company engages in.
These could include everything from educational grants to supporting
local sports teams. Any sponsorship must be for real commercial or
charity goals with no expectation of a return on investment. Any such
sponsorship must be open, approved, and documented appropriately.
5. Our company's board of directors has approved a well-thought-out
delegation of authority for making charitable contributions, sponsorships,
and political contributions. Relevant Personnel must get familiar with
such delegations and always act within their parameters.

XIV. POLICY FOR MERGERS AND ACQUISITIONS

1. Prior to a merger or acquisition, a corporation that does not conduct

proper due diligence on the target company's anti-bribery and anti-
corruption policies may suffer legal and business consequences. Any
business in which our Company invests shall be subjected to proper and
reasonable due diligence on its reputation and integrity.
2. Our Company, when it is acquiring a potential target, will train new
employees, re-evaluate third parties under company standards and where
appropriate, conduct audits on new business units.
XV. CONFLICTS OF INTEREST

52
 Section D, Clauses 24 through 28 of TCoC 2015 provide detailed
guidance on assessment of potential situations of conflict of interest. Any
conflict of interest, even if it is perceived or potential, reported to the
Compliance Officer, must be in turn reported to the Designated Director
and the Managing Director. Further process to be followed in such cases
shall be as per prescribed guidelines.

XVI. BOOKS, RECORDS, AND INTERNAL CONTROL REQUIREMENTS

1. Accurate and thorough recordkeeping is critical to our Company's
profitability as well as our ability to comply with legal and regulatory
requirements. To meet regulatory requirements, each Personnel must be
accurate, complete, and honest in what he or she reports and records, as
well as in all internal and external documents of our Company, such as
accounting records, time cards, expense reports, invoices, payroll
records, safety records, business records, performance evaluations, and so
on.
2. Expenses should never be disguised or misclassified on intentionally.
Many significant cases of bribery and corruption around the world have
been shown to include faulty record-keeping. International anti-
corruption regulations normally require complete and precise accounting
records for all transactions, including cash and bank accounts, in order to
prevent this. Everyone on staff is responsible for keeping proper books
and financial records.
3. Internal control and monitoring of our transactions must be maintained
by all company units and entities. Our regulations identify some
monitoring controls, particularly when it comes to the approval of travel
and entertainment expenses. Personnel are responsible for being educated
53
 about control processes and ensuring compliance. Are needed to ensure
that all expense claims for hospitality, gifts, or charity donations are
made in compliance with applicable regulations and that the purpose for
the spending is explicitly recorded.
4. Personnel are required to maintain all financial records and have
appropriate internal controls in place which will evidence the business
reason for making payments to or receiving payments from third parties.
5. Accounts, invoices, memoranda, and other papers and records
pertaining to relations with third parties, such as customers, suppliers,
and business contacts, should be generated and maintained with
correctness and thoroughness. Our records management and retention
policies ensure that we keep the records we need to meet our legal, tax,
and regulatory obligations while safely discarding records that are no
longer needed or have outlived their statutory retention periods.
Personnel should never dispose of material that could be relevant to
pending or threatened litigation, or that is subject to a legal ban or
stipulation, unless the relevant department has given them written
permission to do so.
6. Employees should promptly report their managers and call the
Compliance Officer / Chief Ethics Counselor if they detect or suspect
financial impropriety.
XVII. COMMUNICATION AND COMPLIANCE TRAINING
1. We pledge to guarantee that our company has suitable measures in
place to combat ABAC risks and threats. To achieve this goal, all
business units will get frequent training on our ABAC Policy, personnel
responsibilities, company procedures, and measures.

54
 2. The Compliance Officer / Chief Ethics Counselor will administer the
training, which will take place either online, in person, or a combination
of both. The training will have to be finished within a certain amount of
time. Personnel are expected to keep themselves up to date by
undergoing repeat training at regular intervals or whenever a training
programme is modified, and they must not treat these training
programmes as a "one-time" event.
3. As part of their onboarding process, new employees must get training
and attest that they understand the policy. Additional training will be
provided for select personnel, including those who work with the
government, finance and accounting, senior management, and those who
have relevant experience. Personnel should be asked to check compliance
with ABAC policy on a regular basis.
4. The extent and nature of the training for each of the employee groups
will be defined by the Compliance Officer / Chief Ethics Counselor in
consultation with the human resources group.
5. Our Company may also extend training programs to third parties and
temporary workers, if it is envisaged that the work profile allocated to
them carries a significant risk as per this ABAC Policy.

XVIII. HOW TO RAISE CONCERNS

Every employee is encouraged to report any allegation of bribery, malpractice, or

corrupt practice, as well as any violation of this ABAC Policy or any ABAC law,
as soon as feasible. If he or she is unsure if a particular conduct is bribery or
corruption, or if he or she has any other questions, he or she should contact the

55
leader of his department, and in cases of a conflict of interest, the Company's
Compliance Officer / Chief Ethics Counselor.

Workers can also contact the Compliance Officer / Chief Ethics Counselor via the
TCoC's 'Raising Issues' method or the 'Whistleblower Policy,' which is designed to
encourage and enable employees and other stakeholders to express significant
concerns internally. No employee who reports a violation of the ABAC Policy in
good faith will face harassment, retribution, or adverse employment consequences.
To the degree practicable and authorized by law, the identity of the whistleblower
will be kept anonymous.

XIX. RESPONSIBILITY AND PENALTIES

1. Corruption and bribery are topics that our company takes extremely
seriously. Any breach of this ABAC Policy will be taken seriously, and
disciplinary action, including termination, will be taken in accordance
with relevant law and the employee's terms of employment.
2. Bribery is a criminal offense. Whether the defaulting Tata Steel
Personnel pays a bribe or permits, assists, or conspires with someone else
to violate this ABAC Policy or an anti-corruption/anti-bribery law, the
defaulting Tata Steel Personnel will be held liable. Individual penalties
for breaking the law include incarceration, probation, and hefty monetary
fines that will not be paid by the Company. The penalties under the PCA,
for example, can range from 6 months to 5 years in prison, plus a fine. In
other situations, repeat offenders might face a sentence of up to seven
years in jail. The greatest fine that can be imposed is unlimited.
3. In case of violations of this ABAC policy, the Compliance Officer /
Chief Ethics Counselor shall take appropriate steps such as:

56
a) Assigning an Investigation Team: The Compliance Officer / Chief
Ethics Counselor along with other experts with the right
knowledge and objectivity may be appointed to investigate a
complaint.
b) Conducting an Investigation: Every investigation relating to a
suspected violation of this ABAC Policy shall be investigated by
the Compliance Officer / Chief Ethics Counselor together with
other members assigned under sub-clause (a) above. The objective
of such an investigation would be to determine the facts, through
interviews with concerned participants and/or review of
documents. Such investigation team will make a written demand
for information, records etc. that is reasonably related to the
alleged offence, including, without limitation: (a) copies or access
to all records relating to the alleged offence (such as telephone
records, Internet service records and/or other records stored on
computer hard drives or other information storage equipment);
and/or (b) a written statement made by the Designated Person, if
any, setting out in detail all of the facts and circumstances of which
such a Personnel is aware with respect to the alleged offence. Each
Personnel shall co-operate with the investigation team and
promptly respond to all requests for information. It is clarified that
the report prepared by the investigations team, shall be kept
confidential and shall be shared only with such persons who have a
“need to know” under applicable law or Company Policies, e.g. a
copy of the report may be shared with the Designated Director.

57
 c) Corrective Action: If necessary, corrective actions shall be
prescribed or suggested to appropriate managers, officers and
employees for implementation.
d) Penalties: The Compliance Officer / Chief Ethics Counselor shall,
after considering inputs, if any, and the Designated Director have
the discretion to recommend appropriate disciplinary action,
including suspension and termination of service of such a
defaulting Personnel. The Compliance Officer / Chief Ethics
Counselor shall also recommend if the violation is potentially
criminal in nature and should be notified to the authorities. In the
event of criminal or regulatory proceedings, the Personnel shall co-
operate with relevant authorities. Depending on the nature and
scale of default by the defaulting Personnel, the Compliance
Officer / Chief Ethics Counselor may also recommend to the Board
to commence civil and/or criminal proceedings against such a
Personnel in order to enforce remedies available to our Company
under applicable laws.

3. All internal investigations shall follow principles of natural justice and

shall ensure that the relevant Personnel are provided with an opportunity
to make his/her case before the investigation team.

XX. PERIODIC REVIEW AND EVALUATION

1. Our Company’s Internal Audit function will monitor the effectiveness
and review the implementation of this ABAC Policy, considering its
suitability, adequacy and effectiveness.

58
 2. Our Company reserves the right to vary and/or amend the terms of this
ABAC Policy from time to time

 CODE FOR PREVENTION OF INSIDER TRADING

Applicable to: All Designated Persons and their Immediate Relatives

Purpose: To encompass the constraints, formats, and standards of conduct that
Designated Persons (as defined below) must follow, and to serve as a guiding
charter for all those involved in its operation. The contents of this Code must be
fully understood by all Designated Persons and their Immediate Relatives (as
hereinafter defined).

1. General Principles
1.1. Limited (“Company”) endeavors to preserve the confidentiality of
Unpublished Price Sensitive Information (as hereinafter defined) and to prevent
misuse of such information. The Company is committed to high standards of
corporate governance, transparency and fairness in dealing with its shareholders
and in ensuring adherence to all applicable laws and regulations of India.

1.2. The underlying principles on the basis of which this Code is based are the
following:

1.2.1. To maintain the standards of business and conduct it in line with the stated
values of company.

1.2.2. Ensure that Designated Persons may perform their duties according to the
highest ethical standards of honesty, integrity, accountability, confidentiality and
independence.
59
1.2.3. Ensure confidentiality of Unpublished Price Sensitive Information in relation
with company, its business and affairs and make no use of it other than for
furtherance of company’s interest.

1.2.4. Ensure compliance of all applicable laws and regulations including

company’s internal Code of Conduct and Policies.

1.2.5. Ensure and enable company to achieve the highest standards of corporate
governance.

1.3. The Securities & Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as may be amended from time to time (hereinafter referred to as
the "Regulations") make it mandatory for every listed public company to lay down
a “Code of Conduct for prevention of Insider Trading in company Securities” to be
observed by its Designated Persons.

1.4. This document outlines the constraints, formats, and standards of conduct to
be observed by Designated Persons and their Immediate Relatives, and is meant to
serve as a guiding charter for all persons concerned with its functioning. The
contents of this Code must be fully understood by all Designated Persons and their
Immediate Relatives. This Code supplements, not replaces, the Regulations, and it
is critical that Designated Persons are aware of and follow the terms of the
Regulations as well.
1.5. The processes and recommendations outlined below are intended to address
the most prevalent practical consequences of the aforementioned concepts,
although they cannot address every possible scenario. If a Designated Person or

60
their Immediate Relatives are unsure how to handle a specific circumstance under
this Code, they may contact with the Compliance Officer (as hereinafter defined).

1.6. This Code shall apply to all Designated Persons and their Immediate Relatives.

2. Definitions and Interpretation

2.1. For the purpose of the Code:

2.1.1. “Act” means the Securities and Exchange Board of India Act, 1992, as may
be amended from time to time.
2.1.2. “Board” means the Board of Directors of Company.
2.1.3. “Code” means this Code of Conduct for Prevention of Insider Trading in the
Securities of Company Limited, as amended by the Board from time to time.
2.1.4. “Company” means Company Limited.
2.1.5. “Compliance Officer” is as defined under the Regulations.
2.1.6. “Designated Person” will include the following:

1) The Promoter of the Company;

2) All persons forming a part of the promoter group of the Company;
3) Members of the Board of Directors of the Company including, executive or
non-executive or independent or nominee directors;
4) Chief Executive Officer;
5) Chief Financial Officer;
6) Chief People Officer;
7) Chief Marketing Officer;
8) Chief Operating Officer;
9) Chief Delivery Officer;
10) Vertical heads;

61
 11) Financial Controller;
12) Chief Risk Officer;
13) Head – Investor Relations;
14) MIS and Planning team;
15) General Counsel;
16) Company Secretary and Secretarial Team;
17) Two levels below CEO;
18) any other support staff or member of Information Security team based
on their access to Unpublished Price Sensitive Information’
19) Any other employee of company or its material subsidiary, designated
by the Compliance Officer, either for a specific period of time or for an
indefinite period of time, based on such person’s role, function, designation
and seniority in company and the extent to which such person may have
access to Unpublished Price Sensitive Information.
Explanation: It is clarified that the term “Material Subsidiary” shall have
the same meaning as provided in the Company’s ‘Policy for Determining
Material Subsidiary’ formed in compliance with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time.

2.1.7. "Director" means a member of the Board of the Company.

2.1.8. "Generally Available Information” means information that is accessible to
the public on a non-discriminatory basis.
2.1.9. "Immediate Relatives" with respect to any person, means the spouse of a
person, and includes, parents, siblings, and children of such person or of the spouse
(whether minors or adults) who are either financially dependent on such person or
consult with such person while taking decisions relating to trading in securities.

62
2.1.10. “Regulations” mean the Securities & Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as may be amended.
2.1.11. “SEBI” means Securities and Exchange Board of India.
2.1.12. “Securities” means the securities of company which includes:
i. shares, scrips, bonds, debentures, debenture stock or other marketable
securities of a like nature;
ii. puts, calls or any other option on the Company’s securities even though they
are not issued by the Company;
iii. futures, derivatives and hybrids; and
iv. Such other instruments as may be declared to be such by the Compliance
Officer from time to time.
2.1.13. “Stock Exchange” means the stock exchanges where any Securities of
company are listed.
2.1.14. “Trading” or “Trade” means and includes subscribing, buying, selling,
dealing or agreeing to subscribe, buy, sell or deal in Securities, including without
limitation (a) selling of vested and exercised ESOPs, by any person either as
principal or agent or (b) creating or revoking a pledge or any security interest over
the Securities.
2.1.15. “Trading Day” means a day on which the Stock Exchange is open for
Trading
2.1.16. “Trading Plan” has the meaning ascribed to in Clause 6.
2.1.17. “Trading Window” has the meaning ascribed to it in Clause 7.1.
2.1.18. “Unpublished Price Sensitive Information” means any information
which is not Generally Available Information and relates directly or indirectly to
company or its Securities and which upon becoming Generally Available
Information, is likely to materially affect the price of Securities of company.

63
Explanation: The following shall be always deemed to be Unpublished Price
Sensitive Information till it becomes Generally Available Information:

i. periodical financial results of company;

ii. declaration of dividends (both interim and final);
iii. issue of securities or buy-back of securities;
iv. change in capital structure;
v. any major expansion plans or execution of new projects, new client / new
project wins;
vi. disposal of the whole or substantial part of the undertaking;
vii. any significant changes in policies, plans or operations of company;
viii. Declaration of bonus.
ix. Mergers, de-mergers, acquisitions, delisting, disposals and expansion of
business and such other transactions.
x. changes in key managerial personnel;

2.2. All terms used in the Code, but not defined above shall have the meanings
ascribed to them in the Act or the Regulations, as the case may be.

2.3. Interpretation

In this Code, unless the context otherwise requires:

2.3.1. Headings and underlining are for convenience only and shall not affect the
interpretation or construction of this Code or any provisions contained herein.

2.3.2. Words importing the singular shall include the plural and vice versa; and
words importing either gender shall include the other.
64
4. Role of Compliance Officer

4.1. The Compliance Officer's tasks and responsibilities include enforcing the
Code. To enforce the Code, the Compliance Officer is authorized to obtain the
information necessary by the Code from Designated Persons and their Immediate
Relatives, as well as to provide the approvals required by the Code.

4.2. The Compliance Officer shall maintain records of all declarations and
disclosures received by him under the Code for a minimum period of 5 (five)
years.

4.3. The Compliance Officer shall be responsible for making the relevant
disclosures to the stock exchange on which the securities of company are listed, as
required under the Regulations.

4.4. The Compliance Officer is responsible for establishing policies and

procedures, monitoring adherence to the rules for the preservation of Unpublished
Price Sensitive Information, pre-clearing of trades as required by the Code
(directly or through respective department heads as determined by the Company),
monitoring trades for which pre-clearance is sought under the Code, and the
implementation of those policies and procedures.

4.5. The Compliance Officer shall maintain a record of all the Designated Persons
and also changes to the list from time to time.

4.6. The Compliance Officer shall be responsible for the approval of Trading Plans
(as defined in Clause 6 below). The Compliance Officer shall also be responsible
for notifying the Trading Plans to the stock exchanges on which Securities are
listed
65
4.7. The Compliance Officer shall maintain a record of trading window from time
to time.

4.8. The Compliance Officer shall assist all the Designated Persons and their
Immediate Relatives in addressing any clarifications regarding the Regulations and
the Code

5. Responsibilities of Designated Persons and their Immediate Relatives

5.1. Preservation of Unpublished Price Sensitive Information

5.1.1. All Designated Persons and their Immediate Relatives shall maintain strict
confidentiality with respect to all Unpublished Price Sensitive Information. To this
end, no Designated Person shall:

I. pass on Unpublished Price Sensitive Information to any person; or

II. disclose Unpublished Price Sensitive Information to their Immediate
Relatives and any other person; or
III. discuss Unpublished Price Sensitive Information in public places where
others might overhear; or
IV. disclose Unpublished Price Sensitive Information to any other Designated
Person or any other person who does not need to know the information to do
his or her job; or
V. Give others the perception that he/she is trading on the basis of Unpublished
Price Sensitive Information.
5.2. Need to Know
5.2.1. Unpublished Price Sensitive Information should be handled on a “need to
know” basis, which means that it should only be disclosed to those within and

66
outside the Company who need to know such Unpublished Price Sensitive
Information to perform their duties and whose possession of such Unpublished
Price Sensitive Information will not create a conflict of interest or make them
appear to be incompetent. Unpublished Price Sensitive Information shall not be
given to anyone unless it is for legitimate purposes, the execution of duties, or the
fulfillment of legal responsibilities, or in any other way that is in violation of
Regulation 3 of the Regulations. It is clarified that the term ‘legitimate purpose’,
shall have the same meaning as provided under the Company’s policy on ‘Code of
Fair Practices & Disclosure’.

5.2.2. The Designated Person(s) must give due notice to the person(s) with whom
the Unpublished Price Sensitive Information is shared and maintain the
confidentiality of such Unpublished Price Sensitive Information in accordance with
the Regulations and the Code while communicating or allowing access to the
Unpublished Price Sensitive Information.

5.3. Chinese Walls

5.3.1. Furthermore, when dealing with or handling Unpublished Price Sensitive

Information within Company, the Company shall establish policies, procedures,
and physical arrangements (collectively, "Chinese Walls") to manage confidential
information and prevent the inadvertent spread and misuse of Unpublished Price
Sensitive Information, or the appearance thereof.
5.3.2. Chinese Walls shall be used to separate areas that have access to
Unpublished Price Sensitive Information (“Insider Areas”) from those who do not
have such access (“Public Areas”) within the Company.

5.3.3. Where Chinese Walls arrangements are in place Designated Persons working
within an Insider Area are prohibited from communicating any Confidential or
67
Unpublished Price Sensitive Information to Designated Persons or any other
person in Public Areas without the prior approval of the Compliance Officer.

5.3.4. Within a Chinese wall, Designated Persons are responsible for ensuring that
the Chinese wall is not breached intentionally or accidently. Breach of the Chinese
wall, whether known or suspected, must be reported immediately to the
Compliance Officer.

5.3.5. Only with the prior approval of the Compliance Officer can a Designated
Person pass the Chinese wall into the Insider Areas, and they will be subject to all
restrictions that apply to such areas. Such ‘crossing the wall' or ‘bringing within
the wall' shall be subject to a process, which should include justifications for why
such a person is being granted access to such information, as well as limitations (if
any) on the information on a need-to-know basis within the wall. While ‘crossing
the wall' or ‘bringing inside the wall,' the Designated Persons shall inform the
individual of the duties and responsibilities that come with receiving Unpublished
Price Sensitive Information, as well as the risk of misuse or unauthorized use.

5.3.6. The establishment of Chinese Walls does not suggest or imply that
Unpublished Price Sensitive Information can circulate freely within Insider Areas.
The provision of Clause 5.2 shall be applicable within Insider Areas as well.

5.4. Limited access to Unpublished Price Sensitive Information

Unpublished Price Sensitive Information files must be kept private. Login and
password security for computer files must be adequate. Without limiting the
foregoing, Designated Persons must adhere to any standards for electronic record
and system maintenance that the Compliance Officer may issue from time to time
after consulting with the person in charge of the IT and IS teams.
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5.5. Restrictions on Designated Persons and their Immediate Relatives

5.5.1. No Designated Person, their Immediate Relatives shall –

i. Communicate, provide, or allow access to any Unpublished Price Sensitive

Information;
ii. Procure from or cause the communication by any other person of
Unpublished Price Sensitive Information;
iii. Either on his own behalf, or on behalf of any other person, Trade when in
possession of any Unpublished Price Sensitive Information unless made in
accordance with the Trading Plan. Such prohibition shall include Trades
undertaken through portfolio management schemes, whether discretionary or
non-discretionary;
iv. Advise any person to Trade in the Securities while being in possession,
control or knowledge of Unpublished Price Sensitive Information. For
avoidance of any doubt it is clarified that “advice” shall mean to include
recommendations, communications or counseling.
Explanation 1: It is clarified that when any of the abovementioned persons trades
in securities of company while in possession of unpublished price sensitive
information, his/her trades would be presumed to have been motivated by the
knowledge and awareness of such information in his / her possession.
Explanation 2: It is further clarified that such communication, procurement or
allowing access can be made in furtherance of legitimate purposes, performance of
duties or discharge of legal obligations, as referred under Clause 5.2 of this Code.

Trading and advising any person to trade by an Immediate Relative of a

Designated Person shall be deemed to have been done by the concerned
Designated Person for the purposes of the Code, and such Designated Person shall

69
be liable to comply with all of the Code's provisions that may apply to such trading
and advice. The Designated Person is responsible for ensuring that the Immediate
Relative follows all of the Code's rules. Nothing in this document prevents an
Immediate Relative from trading in the company's securities in the ordinary course
of business without having access to unpublished price sensitive information.

5.5.2. Each Designated Person and their Immediate Relatives must guarantee that
their respective wealth managers, portfolio managers, or similar people do not
trade in the company's securities on behalf of any Designated Person unless that
Designated Person is authorized to do so under this Code.

5.6. Declaration required from all Designated Persons

5.6.1. All Designated Persons of the Company shall by the 14th of June, 2015
declare to the Compliance Officer, his/her shareholding in company and the
shareholding of his/her Immediate Relatives in company as on May 15, 2015 in the
format prescribed in FORM A.
5.6.2. Any other person, upon being designated by the Compliance Officer as a
Designated Person or joining the company as a Designated Person shall within 7
(seven) calendar days declare to the Compliance Officer, his/her shareholding in
company and the shareholding of his/her Immediate Relatives in company in the
format prescribed in FORM B.
5.7. Restrictions on opposite transactions and short selling
5.7.1. Contra Trade
i. All Designated Persons who buy or sell any number of the Company's
Securities must not engage in an opposite transaction, i.e. sell or buy any
number of Securities within 6 (six) months of the previous transaction
("Contra Trade"). At no point shall any Designated Person hold positions in

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 derivative transactions involving the Company's securities. If a Designated
Person intends to enter into a Contra Trade, such Contra Trade may be made
only with prior approval of the Compliance Officer. The Compliance Officer
while approving such exception to Clause 5.7.1 (i), shall record in writing
the reasons for which such exception was granted and why such exception
would not be in violation of the Code or the Regulations.
ii. If a Contra Trade is carried out without the prior consent of the Compliance
Officer, the gains from the trade must be disgorged and remitted to SEBI for
credit to the Investor Protection and Education Fund established under the
Act.
iii. It is clarified that the aforesaid limits on Contra Trading do not apply to
trades performed in connection with the exercise of employee stock options,
as well as participation in buy-back offers, open offers, rights issues, further
public offers, bonus issues, and exit offers.
5.7.2. Short Selling
No Designated Person may sell a Security directly or indirectly if the person I do
not own the Security sold; or (ii) owns the Security but fails to deliver the Security
against the sale within the appropriate settlement cycle (“short sale”).
6. Trading Plan
6.1. Clause 6.2 (“Trading Plan”) grants all Designated Persons and their Immediate
Relatives the right to develop a trading plan. The Trading Plan must be presented
to the Compliance Officer and made public, and such Designated Person(s) or
Immediate Relative(s) may only trade in line with their Trading Plan.
6.2. The Trading Plan shall;

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6.2.1. Not entail commencement of trading on behalf of the Designated Person or
their Immediate Relatives earlier than 6 (six) months from the public disclosure of
the Trading Plan;

6.2.2. not entail trading in Securities between the twentieth Trading Day prior to
the end day of any financial period for which the Company is required to announce
results and the commencement of the third Trading Day after such financial results
are disclosed;

6.2.3. Entail trading for a period of not less than 12 (twelve) months;

6.2.4. Not entail overlap of any period for which another trading plan is already in
existence;

6.2.5. Set out either the value of trades to be effected or the number of securities to
be traded along with the nature of the trade and the intervals (which shall not
exceed more than 1 (one) week) at, or dates on which such trades shall be effected;
and

6.2.6. Not entail trading in securities for market abuse.

6.3. The Compliance Officer shall analyze the Trading Plan to determine if it has
the potential to violate the Regulations, and shall have the authority to obtain any
express undertaking necessary to enable such evaluation, as well as to approve and
monitor the plan's implementation.

6.4. The Trading Plan, once authorized, is irreversible, and the Designated Person
or his Immediate Relative, who established the Trading Plan, is obligated to follow
it and is not permitted to stray from it or execute any deal beyond the boundaries of
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the Trading Plan. Provided, however, that if any Unpublished Price Sensitive
Information in the possession of the Designated Person or his Immediate Relative
at the time of formulation of the Trading Plan has not become Generally Available
Information by the time of implementation, the Compliance Officer shall confirm
that the trading plan will not be implemented.
7. Trading Window
7.1. The Company shall specify a trading period for trading in the Securities
(“Trading Window”).

7.2. All Designated Persons or their Immediate Relatives shall only trade in the
Securities when the Trading Window is open, and no Designated Persons or their
Immediate Relatives shall trade in the Securities when the Trading Window is
closed or during any other period as the Compliance Officer may specify from time
to time.

7.3. Unless otherwise specified by the Compliance Officer, the Trading Window
shall be closed for all Designated Persons and their Immediate Relatives during the
following periods:

7.3.1. closed at least 7 (seven) calendar days prior to the 1 st of April, the 1st of July,
the 1st of October and the 1st of January of every year, and until 2 (two) calendar
days after the declaration of the respective Financial results (quarterly, half-yearly
and annual); and
7.3.2. inter alia are closed 2 (two) calendar days prior to and 2 (two) calendar days
after:

i. any intended announcements regarding amalgamation, mergers, takeovers

and buy- back, disposal of whole or substantially whole of the undertaking,
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 issue of Securities by way of public/ rights/bonus etc., any major expansion
plans or execution of new projects,
ii. Any changes in policies, plans or operations of the Company that could have
a material impact on its financial performance.

7.4. When the Compliance Officer or the Board determines that a Designated
Person or class of Designated Persons can reasonably be expected to have
possession of Unpublished Price Sensitive Information, the Trading Window will
be closed and will remain closed until the Unpublished Price Sensitive Information
is published. After the Unpublished Price Sensitive Information is made public, the
Trading Window will open 48 (forty-eight) hours later.

7.5. In addition to the above, the Compliance Officer may after consultation with
any two Directors, declare the Trading Window closed, on an “as-needed” basis
for any reason and for such other persons, as the Compliance Officer may deem fit.

7.6. Regardless of whether the Trading Window is open, Designated Persons or

their Immediate Relatives are only permitted to trade if they meet the qualifications
set forth in Clause 8 below and are not in possession of any Unpublished Price
Sensitive Information at the time of the transaction.

7.7 The restriction on trading window shall not be applicable in the following
circumstances:

a. the transaction is an off-market inter-se transfer between insiders who were

in possession of the same unpublished price sensitive information without
being in breach of the Regulations and both parties had made a conscious
and informed trade decision

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 b. the transaction was carried out through the block deal window mechanism
between persons who were in possession of the unpublished price sensitive
information without being in breach of the Regulations 3 of the Regulations
and both parties had made a conscious and informed trade decision;
Provided the transaction mentioned in sub-clauses (a) and (b) above, should
not pertain to such unpublished price sensitive information which was
obtained in a manner provided under Regulation 3(3) of the Regulations.
c. The transaction in question was carried out pursuant to a statutory or
regulatory obligation to carry out a bona fide transaction.
d. The transaction in question was undertaken pursuant to the exercise of stock
options in respect of which the exercise price was pre-determined in
compliance with applicable regulations.
e. the trades were pursuant to a trading plan set up in accordance with Clause 6
above
f. Pledge of shares for a bonafide purpose such as rising of funds, subject to
pre-clearance by the Compliance Officer under clause 8 and compliance
with the respective regulations.
g. Transactions undertaken in accordance to respective regulations made by
SEBI, such as acquisition by conversion of warrants or debentures,
subscribing to rights issue, further public issue, preferential allotment or
tendering of shares in a buy-back offer, open offer, delisting offer
h. Such other transactions, which shall be specified by SEBI from time to time
8. Pre-clearance of transactions in Securities
8.1. Applicability

8.1.1. All Designated Persons who (or their Immediate Relatives) intend to trade in
the Securities for a consideration price exceeding Rs. 10,00,000 (Rupees Ten

75
Lakhs) in a calendar quarter (either in one transaction or in a series of transactions)
should obtain prior approval for the transactions as described hereunder. Even
while the trading window is open, this is a must.

8.1.2. Any Designated Person or his or her Immediate Relatives who engage in any
transaction or series of transactions in order to get around this paragraph are in
violation of the Code.

Explanation: It is clarified that pre-clearance is not required for (1) trades

executed in accordance with a Trading Plan which is approved under Clause 6 of
this Code; (2) exercise of employee stock options

8.2. Procedure for the purpose of obtaining a prior approval to a transaction

The Designated Person should make an application (for his/her trading or the
trading of his/her immediate relative), in the prescribed form to the Compliance
Officer (ANNEXURE 1). Such application should be complete and correct in all
respects and should be accompanied by such undertakings, declarations, indemnity
bonds and other documents/papers as may be prescribed by the Compliance
Officer from time to time, in the prescribed form (ANNEXURE 1A).
8.3. Approval

8.3.1. The Compliance Officer will review the above-mentioned application and
will accept it unless he or she believes that granting such approval would violate
the provisions of the Code, the Regulations, the Act, or any other legislation in
effect at the time.

8.3.2. The Compliance Officer shall have the authority to obtain declarations that
the Designated Person or his Immediate Relative asking for pre-clearance does not

76
have any Unpublished Price Sensitive Information. The Compliance Officer also
has the authority to evaluate and decide whether such disclosures are factually
correct.

8.3.3. Every approval letter shall be in such format as may be prescribed by the
Company from time to time (ANNEXURE 2).

8.3.4. Within 2 (two) Trading Days after receiving the application, the Compliance
Officer will notify the Designated Person or his Immediate Relative of his
decision. If the Compliance Officer does not answer within 2 (two) Trading Days,
the application will be considered rejected.

8.3.5. Every approval shall be dated and shall be valid for a period of 7 (seven)
calendar days or such lesser period as prescribed in the approval.

8.3.6. All transactions involving the Compliance Officer shall be approved by the
CEO.

8.3.7. If any such person obtains or comes into possession of Unpublished Price
Sensitive Information before executing the Trade while the pre-clearance requested
in accordance with this clause 8.3 is still in effect, that person must refrain from
executing the Trade.

8.4. Completion of approved transaction

8.4.1. All Designated Persons and his Immediate Relative shall ensure that they
complete execution of every approved transaction in the Securities as provided in
Clause 8.1 within the expiry of the approval period and send within 2 (two)
Trading Days of execution of the transaction, the details of such transaction, to the

77
Compliance Officer in such format as may be prescribed by the Company from
time to time (ANNEXURE 3, FORM C and ANNEXURE 4)

8.4.2. If a transaction is not executed within the approval period, the Designated
Person or his Immediate Relative must apply to the Compliance Officer for pre-
clearance of the transaction, if they intend to transact again.

8.4.3. Disclosure to company and stock exchanges

i. Transactions by Designated Persons and their Immediate Relatives in
accordance with Clause 8.1.1, are required to be disclosed by such persons
to the Company within 2 (two) Trading Days of the transaction. The
obligation to disclose trading by the Immediate Relatives of Designated
Persons or by any other person, for whom such Designated Person takes
trading decisions, is upon the said Designated Person.
ii. Off-market trades as mentioned in Clause 7.7(a) shall be reported to the
Company within 2 (two) working days
iii. Additionally, transactions by Designated Persons or their Immediate
Relatives in accordance with Clause 8.1.1 in which the consideration price
for Securities exceeds Rs. 10,00,000/- (Rupees Ten Lakhs) are required to be
disclosed by the Company to the stock exchanges within 2 (two) Trading
Days of receipt of disclosure from Designated Persons or their Immediate
Relatives.
8.5. Advice regarding Pre-Clearance
If in doubt, Designated Persons and their Immediate Relatives must check with the
Compliance Officer or one of the Compliance Officer's designated contact persons,
if any, from time to time to see whether the provisions of this Clause 8 apply to
any particular proposed Securities transaction.

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8.6. Reporting and Disclosure

8.6.1. On a quarterly basis, the Compliance Officer shall present to the Board and
the Chairman of the Audit Committee all details of the Designated Persons' or their
Immediate Relatives' trading in the Company's Securities under Clause 8.4, as well
as the accompanying documents that such persons had executed under the pre-
approval procedure as outlined above.

8.6.2. The Company shall have the right to disclose the information given by
Designated Persons or their Immediate Relatives to the Compliance Officer in line
with the Code to all stock exchanges where its Securities are listed.

9. Penalty for Contravention

9.1. Every Designated Person is individually responsible for complying with the
applicable provisions of the Code (including to the extent the provisions hereof are
applicable to the Immediate Relatives of the Designated Persons).

9.2. Anyone who breaches this Code is in violation of the Company's Code of
Conduct and Integrity Policy, and the penalty will be determined at the discretion
of the Compliance Officer after consultation with the Audit Committee, if
necessary, and whether the infraction was purposeful or inadvertent.

9.3. For a transaction involving the Chairman of the Company, the Chairman of the
Audit Committee shall decide the penalty and whether the violation was intentional
or unintentional.

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9.4. In addition to the above-mentioned penalties, the Designated Person who has
broken any of the requirements of this Code or the Regulations may face
consequences such as wage freeze, suspension, recovery, and clawback.

9.5. Any amount of Penalty collected under this clause, shall be remitted to the
SEBI for the credit to the Investor Protection and Education Fund (IPEF)
administered by the SEBI under the Act.

9.6. When a breach of this Code or Regulations occurs, the Company must quickly
notify the stock exchange(s) where the affected securities are traded, in the form
and manner specified by the SEBI from time to time. In addition to the Company's
actions, any Designated Person or his or her Immediate Relatives who violate the
provisions of this Code must provide any information requested by SEBI or other
regulatory authorities and must comply with any order issued by SEBI or other
regulatory authorities under any other applicable laws, rules, or regulations.

10. Interpretation or clarification

Any issue or doubt in the interpretation of the Code shall be addressed to any two
Directors, whose decision shall be final and binding. The Chairman of the Audit
Committee will decide if the subject includes any conduct or matter concerning the
Chairman.
11. Enquiries

For any questions regarding whether they possess or have access to Unpublished
Price Sensitive Information, Designated Persons or their Immediate Relatives may
contact the Compliance Officer.

12. Disclaimer
80
The Code is the Company's internal policy prohibiting Designated Persons and
their Immediate Relatives from communicating or trading if the Company
considers them to be in possession of Unpublished Price Sensitive Information for
the purposes of the Regulations. Each Designated Person, on behalf of its
Immediate Relatives, is responsible for ensuring compliance with the provisions of
the Regulations and any connected laws. The Company shall not be responsible or
liable for any violation or contravention by any Designated Person or their
Immediate Relatives, of the Regulations or other related laws.

13. Provision of Unpublished Price Sensitive Information

Nothing herein contained shall be considered as obligating the Company in any

way to furnish to any Designated Persons or their Immediate Relatives with any
Unpublished Price Sensitive Information.

14. Disclosure by Designated Persons

14.1. Initial disclosure

Designated Persons are required to disclose the following information on a one-

time basis:

i. The names of the educational institution from which such Designated Person
has graduated;
ii. Name of the past employers of such Designated Person.
14.2. Continual disclosure

(i) All Designated Persons shall disclose the name, Permanent Account Number
and mobile number used by the following persons:

a. their Immediate relatives;

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 b. Persons with whom such Designated Person(s) share a material financial
relationship, where ‘material financial relationship’ refers to a relationship in
which one person is a recipient of any kind of payment such as by way of a
loan or gift from a designated person during the immediately preceding
twelve months, equivalent to at least 25% of the annual income of such
designated person but shall exclude relationships in which the payment is
based on arm’s length transactions.
Explanation: It is clarified that the abovementioned information must be shared
on an annual basis and also as and when the said information changes.

(ii) All Designated Persons and their Immediate Relatives shall disclose the
number of securities acquired or disposed of within 2 (two) Trading Days of such
transaction if the value of the Securities traded, whether in one transaction or a
series of transactions over any calendar quarter, aggregates to a traded value in
excess of Rs. 10,00,000/- (Rupees Ten Lakhs).

14.3. Extension of Disclosure

The disclosures requirements under this Clause 14.2(ii) would be required to be

made irrespective of the transaction being pre-approved pursuant to Clause 8.

14.4. Disclosure by Company to Stock Exchanges

The Company, within 2 (two) Trading Days of receipt of information received in

terms of Clause 14.2(ii) above shall disclose to all stock exchanges on which
Securities are traded.

15. Action in case of default

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Any contravention of this Code and the Regulations shall be dealt with in
accordance with the Act.

16. Others

16.1. Any two Directors and the Compliance Officer are authorized to make minor
modifications to this Code which would remove ambiguities, enhance clarity on
the provisions of the Code etc. Any major modification to the Code will require
authorization by the Board.

16.2. Any suspected violation of leak of unpublished price sensitive information or

violation of the code can be reported under whistle blower mechanism

16.3. Retaliation for reporting suspected violations is strictly prohibited under this
Code. Employee who reports any alleged violations of insider trading laws in
accordance with the Informant mechanism introduced vide SEBI (Prohibition of
Insider Trading) (Third Amendment) Regulations, 2019, will be protected against
any discharge, termination, demotion, suspension, threats, harassment, directly or
indirectly or discrimination.

 Occupational Health and Safety Policies

We believe that our biggest strength is our employees, as an "Employee First"

company. We think that the health, safety, and well-being of our employees and
other stakeholders are key components of a successful and long-term business as a
provider of IT services, business solutions, and outsourcing. Company is

83
committed to achieve Occupational Health & Safety excellence within areas of our
operations by;

 Ensuring the Health and Safety of its Employees, Contractors, Visitors and
other stakeholders affected by its operations.
 Meeting all Occupational Health & Safety Legal and other requirements
applicable to the organization.
 Taking suitable measures to prevent Occupational injuries and illness, and to
provide a safe and healthy working environment to its Employees and other
affected by its operations.
 Ensuring robust Management of our OH&S activities like any other critical
business activity; by incorporating appropriate Safety and Health
considerations into our business decisions.
 Consulting with Employees in a meaningful and effective manner on OH&S
issues to enable each concerned Employee to contribute to decisions that
may affect their Health, Safety and Wellbeing at work.
 Providing a framework for setting and reviewing OH&S Objectives &
Targets
 Adopting OH&S practices at par with global standards using latest
technologies to ensure continual improvement of OH&S performance
 Establishing a guideline for dealing with all types of potential Emergency
situations within its area of operations to ensure that all concerned personnel
are familiar with roles and responsibilities in the event of an emergency
 Ensuring that QH&S Policy is communicated to all the concerned persons
working for or on behalf of the organization to make them aware of the
OH&S responsibilities and also by making our OH&S Policy available to all
Stakeholders including public on demand.

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  Maintaining appropriate controls, including periodic review of OH&S
Policy, to ensure its applicability and relevance to the changing scenarios
and Stakeholders expectations.

 PROCUREMENT POLICY
1) Objective

Two of the Company's basic values are trust and transparency. This Procurement
Policy is built on these key values, as well as our responsibilities to our customers,
suppliers, workers, and communities. This policy will ensure that all of the
Company's purchases of goods and services are subject to the proper controls,
processes, and fiduciary rigour.

2) Scope

This policy applies to all purchasing of goods and services in support of company’s
internal business operations or in support of providing goods and services to
company’s customers

3) Applicability

This policy applies to all Partners/Suppliers and stakeholders of Company. And all
its worldwide subsidiaries (“company”). By default, all acquired entities will be
governed by this policy unless company declares otherwise.

85
 4) Policy Guidelines

Our Code of Business Ethics and Conduct policy (COBEC) as well as our Anti-
Bribery and Anti-Corruption policy must be read and followed by all suppliers
(ABAC). These policies establish the minimal standards and practices that
company suppliers must follow. Please see our policy document at the following
URL for additional information:

5) Prohibition on Corrupt Behavior

Suppliers must act with integrity and honesty. Bribery, corruption, providing
kickbacks, acting unethically, or donating anything of value to gain an unfair
advantage is all prohibited in dealings with the organization or an individual.
Suppliers must not engage in any unethical commercial activity or make any
unethical business arrangements with company employees.

6) Supplier Onboarding

All partner/supplier onboarding require prior Due Diligence and approvals as per
company’s Standard Operating Procedures and approval process

7) Due Diligence

Prior to onboarding, companies will assess each supplier's suitability. This may
include examining their financial strength, ownership, customer base, scope of
business, geographic coverage, corporate social responsibility, sustainability,
employee health and safety record, reputation, reference checks, and other business
requirements, depending on the specific goods / services. Under our Supplier
Performance programme, suppliers will be evaluated on a regular basis.

8) Conflicts of Interest

86
No sourcing award will be granted to an entity for which a member of the
“selection team” or their family members have a vest interested. If there is any
ambiguity, the concern should be raised to the procurementconcerns@.com mail
box.

9) Customers as Suppliers

Company may award business to suppliers who are current or prospective

customers

10) Supplier Diversity

Company supports the development of small, local, and diverse enterprises and
will give special consideration to them, in line with both our vision as a socially
responsible corporation and our position in the global marketplace. The term
"diversity" is generally defined differently depending on the country; nonetheless,
it usually refers to local minorities, women, veterans, sexual orientation, disability,
economically disadvantaged people, and other under-represented groups.

11) Blacklisted Suppliers

Existing suppliers may be accused of problematic behaviors, practices, or ethics on

occasion. The company's Chief Procurement Officer may decide to "blacklist" a
supplier temporarily or permanently after consulting with Internal Audit. A
supplier on the blacklist will be barred from receiving new business from the
company, and all existing business will be cancelled as soon as practicable.

12) Sourcing

All sourcing awards require approval from Procurement and Functional team as
defined in our SOPs and approval process.

87
 13) Competition

Competition that is transparent and auditable is critical for evaluating and ensuring
that the organization gets the most value from its purchasing activities while
adhering to this and other standards. This does not always imply that the lowest
price is picked, but rather that the bid that best balances cost, value, risk, quality,
speed, availability, and other qualitative variables.

14) Supplier Negotiations

All commercial conversations between a corporation and a supplier must be

undertaken by the Global Procurement Services (GPS) group in order to safeguard
the sanctity of the negotiation process. As stipulated in the SOPs, sourcing artifacts
must be retained and stored for post-award review.

15) Compliance with Laws

Suppliers must operate in strict accordance with all applicable laws and regulations
in the country and region in which they are engaged. Supplier will follow all
applicable laws, statutes, and regulations relating to the supply of the Services,
including all laws relating to health and safety, data privacy, personal data, trans-
border data flow, and data protection.

16) Commitment to Health and Safety

All employees and contractors must work in a clean, safe, and healthy environment
provided by suppliers. Suppliers must follow all applicable, legally mandated
occupational health and safety regulations in the countries where they operate or
engage, and the company encourages them to use industry best practices.

17) Compliance with all Applicable Environmental Laws

88
All local environmental rules that apply to their operations must be followed by
suppliers. Suppliers are encouraged to focus on ongoing improvement of
environmental performance by the company.

18) Approvals

Suppliers are required to obey the Company's "No PO, No Work" policy. Without
a formal Purchase Order or written contract irrevocably committing the company
to the transaction in question, no services or goods should be given. Approval will
be necessary prior to the start of any service, delivery of any items, or the company
incurring any financial obligation, as per our approval process.

19) Contracts / Signature

Purchase Orders must be accompanied by a formal agreement (a "Contract") for

certain transactions. Contracting Standards are templates, rules, and checklists that
can be created for certain purchasing scenarios, nations, and/or categories.
According to our approval matrix, all contracts must be approved by General
Counsel and Procurement.

20)Performance Management / Auditing

Suppliers will be evaluated on a regular basis based on a variety of characteristics

including criticality, amount of business, maturity, customer requirements, and/or
historical performance. They will be judged on a variety of factors, including
account management, service delivery, quality, pricing, invoicing processes,
contracting practices, innovation, and/or other significant factors. Suppliers may
also be audited to ensure that they are complying with their contractual
commitments. To ensure compliance with the Policy requirements, the Company
may perform on-site inspections at supplier locations, either publicized or

89
unannounced. Suppliers must keep all essential documents on site to establish
compliance with the Procurement Policy and collaborate with company employees
or third-party monitoring firms during inspections.

Who Should I Contact for any Concern?

Company is committed to help Suppliers and Partners comply with policies and
processes. In case your organization has any question or concerns regarding policy
or guidelines, you may post your concerns at procurementconcerns@.com. This
will be reviewed and addressed appropriately.

 ENERGY POLICY

We believe that as a responsible corporation, we have a responsibility to the future

– and that we have an important role to play in addressing global energy concerns,
climate change, and environmental sustainability.

Company commits itself to be responsible for energy management in its area of

operations and perform energy efficiency throughout all its premises by:

Meeting all applicable Laws of the land and other requirements related to its
energy use, consumption and efficiency

 Providing the framework for setting and reviewing energy objectives and
targets
 Consuming energy in an efficient, economical and environment friendly
manner
 Applying the latest technology as well as energy efficient practices in all
aspects of organization’s operations for ensuring continual improvement in
energy performance

90
 Supporting the purchase of energy efficient products and services, design
for energy performance improvement
 Making sure that necessary resources, data and information are made
available to all the concerned stakeholders to achieve the Energy Objectives
and Targets
 Regularly reviewing and updating our energy policy, plan and strategies to
cope up with the changes and upgradations in technologies maintaining
appropriate controls, including periodic review of energy Policy, to ensure
its applicability and relevance to the changing scenarios and stake holders’
expectations.

91