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Code of Conduct and Work Ethics

Preamble
At Veljan a cordial environment prevails in the manufacturing units and offices of the Group. The Group has been continuously training its employees in newer technologies. The Management of Group firmly believes in and has consistently practiced good Corporate Governance. The Group’s essential character is shaped by the very values of Transparency, Accuracy, Professionalism and Accountability. The Group will endeavor to improve on these aspects on an ongoing basis. In this endeavor we submit to ourselves that we at Veljan believe that good business practices and ethics go together to produce best long term results for all our stakeholders. We take our responsibility and reputation as a good corporate citizen seriously. We are proud of our values and their effect on how we do our business.

This Code of Conduct & Work Ethics Policy sets forth legal & ethical standards that apply to all employees of Veljan Group.

The purpose of this document is to articulate the high standards of honest, ethical and law abiding behavior expected of every employee and encourages the observance of these standards to protect and promote the interests of all stakeholders. This Code of Conduct sets out the fundamental standards to be followed by employees in their everyday actions on behalf of the Group. Further guidance on the Group’s standards in specific areas will be provided through related corporate policies and guidelines.

All employees are expected to follow this code fully and are encouraged to report any non-observances.

General Standards of Conduct
The Management of Veljan Group expects all its employees to conduct their business dealings honestly, openly, fairly, diligently and courteously and in a manner that enhances the image of the Group. All employees should be aware of all policies and procedures applicable to the Group and abide by them to the fullest extent. While policies and procedures could be questioned, it should happen through appropriate forums responsible for review of policies and through proper hierarchy / channel and until any such change happens, no person should violate the existing policy / procedure.

Equal Opportunities for All
Unless local laws or regulations require us to do otherwise, we will recruit people solely on merit and reward people on the basis of their performance and potential without discrimination on grounds of age, race, caste, ethnic origin, religion, political or other opinion, gender, marital status, or disability/disease unrelated to the role. No employee of the Group will discriminate between others based on any of the above grounds or on the basis of any other personal prejudices or biases.

Cooperative and Supportive Environment
The Group respects the rights and dignity of all employees and expects to understand and be committed to the aims of the Group and clearly see their roles within it. We will seek to create a challenging environment of empowerment and continuous learning, to recognize individual and team contributions, and to reward competitively, relative to performance

It is expected that all employees in the Group treat the people they interact with humility, both within and outside the Group, with respect and in a manner that their self esteem and dignity are maintained at all times.

All employees will work together in a collaborative manner as a well-knit team towards the achievement of business goals, putting the interests of the team and the Group before their own. They will work in a manner that is open, honest, straightforward and fair, respectful of the roles and views of others and actively listening and interacting with team-mates. Employees will freely share required information with each other, learn from each other, help one another to develop and grow, and contribute towards making the experience of working an enjoyable one for every employee of Veljan Group.

The Group is committed to provide a work environment free of unlawful harassment. based on age, race, religion, caste, ethnic origin, disability unrelated to the role, gender, marital status, pregnancy/ childbirth, or any other is prohibited. No employee will indulge in or condone harassment of any kind.

Conflict of Interest
Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. The purpose of this code is to provide general direction so that employees can seek further clarification on issues related to the subject of acceptable standards of operation.

In order to avoid conflict, the Group will not employ relatives of current employees if a problem could result from doing so. A relative, for this purpose, is defined as any legally recognized relationship identified by the two parties.

Transactions with outside firms must be conducted within a framework established and controlled by the executive level of Group. Business dealings with external agencies should not result in unusual gains for those firms. Unusual gain refers to bribes, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit the employer, the employee, or both.

An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative because of organisation dealings.

No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if employees have any influence on transactions involving purchases, contracts, or leases, it is imperative that they disclose to an officer of organisation as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

Employees shall perform the duties assigned to him / her by Management or immediate supervisor, from time to time. He / She also fulfill such general duties and responsibilities as may be assigned to him / her from time to time.

Employee shall devote all of his/her employment / business time, attention and energies to the business of the Group, and shall assume and perform such further reasonable responsibilities and duties as may be assigned or directed by the Management or immediate supervisor

During the term of employment with the Group, employee shall not render commercial or professional services of whatsoever nature to any person or organization, whether or not for pecuniary gain, without the prior written consent of the Company, and that he/she will not directly in any manner whatsoever engage in any business that is competitive / ancillary / incidental in any manner with or during the course of business of the Group.

Employee shall not knowingly participate in any activity that constitutes an actual or potential conflict of interest with employment with the Group where such activity is competitive / ancillary / incidental to the business of the Group.

Business Promotion :

The Group/Company will not make any contribution of Company funds, property or services to holder of any Government office.

No employee will offer any gifts, favours or entertainment to others that are not consistent with customary business practice or in violation of applicable laws or ethical standards.

Employees should get the prior approval of the Business / Functional Head to incur any expenses towards entertainment. Business / Functional Heads are responsible to monitor the incurred entertainment expense patterns of their employees to ensure that the amount is used judiciously. All expenditure which does not have the necessary documentation, bills, etc. will not be reimbursed.

Employees should not as a principle, accept gifts in kind or cash or enjoy any special privileges from any business associate. Complimentaries / sweets may be accepted only on festive occasions / new year / special anniversaries, if it serves the purpose of maintaining proper and good relationship with our regular business associates. Moreover it is preferable that sweets etc. if accepted on festive occasions are received only at the place of work and shared with colleagues.

Employees will be reimbursed outstation travel / local conveyance expenses incurred on account of official work as per policy the Group / Company. Employees should claim only expenses actually incurred and should not inflate / falsify expense claims even if these are within the prescribed limits for the individual. Under no circumstances shall personal expenses be reimbursed by the Group / Company.

Group Asset’s Protected
Every employee should ensure that assets of the Group / Company are not misused, misappropriated, loaned to others, or sold or donated or mortgaged, without appropriate authorization. Employees should not use Group/Company assets for personal use, nor may they allow any other person to use Group/Company assets.

Governance / Compliance
It is the Group’s policy to comply fully in letter and in spirit with all applicable laws, rules and regulations. In case of ambiguity of the laws or their interpretation, legal advice should be sought.

All required information shall be made accessible to the Company's auditors and other authorized persons and government agencies. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the Law. There shall be no willful omissions of any company transactions from the books and records.

Electronic Resource Usage
Veljan Group believes that the Internet's vast resources should be broadly available. Internet access is provided for business purposes such as learning about new methodologies / technologies and keeping up with the developments in a particular field. All Associates are requested to ensure that this access does not impair network security or result in inappropriate use.

Employees should ensure that they use only licensed software Uses that threaten the integrity of the system, the privacy of others, or that are otherwise illegal, are hence forbidden.

The Group/Company reserves the right to access and monitor all messages and files on its system, including information regarding employee internet use, as and when deemed necessary and appropriate. The electronic resources shall be used in an effective, ethical and lawful manner. Users who receive or notice obscene or inappropriate messages are needed to report the same immediately to their immediate superior or the Human Resources Department. The Group/Company will not be responsible for actions of employees deemed illegal with respect to the usage of electronic resources.

Electronic resources are provided to employees for the purpose of transacting the Company's operations/business effectively. The resources are therefore, expressly meant for official communication only. The e-mail hardware, software and all mails sent or received using the same are organisations's property. Veljan at its discretion may scan/read/print any inward/outward mail, and if the said mail has content that is against the Company's / Group’s interest, sending/receiving such mail could tantamount to an act of in-discipline. As e-mail is an official communication medium, the style, tone and tenor of the mails should be formal. Offensive language, use of phrases with sexual/racial/ gender-denigrating overtones and comments about someone's age, beliefs, nationality, sexual orientation or disability are strictly forbidden. Accessing other employee's e-mails and attempts to retrieve/print/transmit files/confidential information/trade secrets etc. without proper authorization are deemed to be acts of in-discipline.

Executable files should not be downloaded from the Internet without permission. Such files may contain viruses that could infect one PC or the entire network. Please check with the Systems Administrator if you need any software from the Internet who will arrange to scan for the viruses.

To reduce the risk of information loss and to ensure recovery with the minimum disruption to business activities, information backups are required. The responsibility of ensuring backup of information stored on individual personal computers rests with the creator of the information. Information that is lost or damaged can be recovered if the person responsible for creating or maintaining the information performs appropriate backup actions.

Confidential Information
Employee shall not (except in the proper course of his / her duties) during the continuance of employment with the group or at any time thereafter, divulge or disclose to any third person whomsoever or make any use whatever for own or for whatever purpose, of any Confidential Information, Technical Information, Manufacturing Processes, Engineering Data, Research and Scientific Development, Product Design & Evaluation, Special Processes and not withstanding any New Processes or Product Concepts and Approaches or Development including Application Engineering towards various Segments of the Market obtained during employment.

Employees should maintain the confidentiality of confidential information entrusted to them in carrying out their Duties and Responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company's confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the Company. These obligations apply while employed or serving as a director of the Company even after employment or the director’s term with the Company ends.

Employee shall not reveal to any person and shall use his / her best endeavors to prevent the publication of or disclosure of any of the trade secrets or confidential operations or dealings or any information concerning the organization, business, finances, transactions or affairs of the Company or any of its Affiliates, which may come to knowledge during employment with the group. Employee shall keep complete secrecy of all confidential information entrusted and shall not use any such information in any manner which may injure or cause loss either directly or indirectly to the Company or its business or in any way be likely so to do.

Insider trading is prohibited by both Law as well as by the Group policy. Insider Trading generally involves the act of subscribing or buying or selling of the Company’s Securities, when in the possession of any Unpublished Price Sensitive Information about the Company. It also involves disclosing any Unpublished Price Sensitive Information about the Company to others who could subscribe or buy or sell the Company’s Securities.

Media Policy
Employees should refrain from interaction/communication with the print and electronic media on matters which are likely to have an impact on the image of the Group as a whole without consulting the Management.

It is important to ensure that all statements made to the media are true and fair. Posting or discussing information concerning the Group’s/Company's services or business on the Internet without the prior written consent of the Management is prohibited

Procurement Practices
The Group's policy is to purchase supplies based on need, quality, service, price and terms & conditions. Suppliers should be selected based on merit, price, quality and performance. The Group's policy is to, as a rule, select significant suppliers or enter into significant supplier agreements through a competitive bid process. Under no circumstances should any Group/Company employee, agent or contractor attempt to coerce suppliers in any way.

Quality of Products and Services
Veljan shall be committed to supply goods and services of the highest quality standards backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the company’s goods and services should at least meet the required national standards and the company should endeavour to achieve international standards.

Health and Safety
Group companies are expected to take particular care to adopt measures necessary to ensure the best possible protection against health and safety risks in the workplace. They should take steps to minimize the risk of accidents at the workplace, follow-up on application of these steps, check actual results against the applicable standards. All employees must follow all safety practices and procedures and use the personal protective equipment provided.

Acts Leading to Disciplinary Action
The work rules and standards of conduct for Veljan are important, and are to be observed seriously. All Employees are urged to become familiar with these rules and standards and are expected to follow the rules and standards faithfully in doing their jobs and conducting the Company’s business.

Please note that any Employee who deviates from these rules and standards will be subject to corrective action, up to and including termination of employment.

While not intended to list all the forms of behavior that are considered unacceptable in the workplace, the following are examples of rule infractions or misconduct that may result in disciplinary action, including termination of employment.

• Theft or inappropriate removal or Negligence or improper conduct leading to damage of company property or customer/visitor-owned property;

• Falsification of timekeeping records

• Working under the influence of alcohol or illegal drugs

• Fighting or threatening violence in the workplace;

• Boisterous or disruptive activity in the workplace;

• Insubordination or other disrespectful conduct;

• Violation of safety or health rules;

• Smoking in the workplace other than in the designated place;

• Sexual or other unlawful or unwelcome harassment

• Excessive absenteeism or any absence without notice

• Unauthorized use Company’s - owned equipment

• Unauthorized disclosure of business “secrets” or confidential information;

• Unauthorized Usage/Tampering/Misuse of Technical Facilities provided

• Violation of personnel policies; and

• Unsatisfactory performance or conduct.

• An act of dishonesty that is detrimental to the pecuniary interests, reputation or goodwill of the company.

• Willfull involvement in any manner whatsoever in any business that is competitive / ancillary / incidental in any manner with or during the course of business of the Company

Exceptions
Any exceptions to the norms laid down in this Policy may be at the discretion of the Chairman/ Managing Director or any appropriate authority delegated by them.

Contact
All queries and clarifications on the policy and procedures may be referred to the HR-Office.

Amendments
The Group reserves the rights to change/ amend / add /delete/ modify this Policy in whole or in part, at any time without assigning any reason whatsoever. The Employees are advised to check for any such change/ amendment / addition /deletion/ modification regularly. The Employees hereby unconditionally agree to all such changes / amendments / additions / deletions / modifications.