Code Of Conduct

Code of Conduct for Board Members and Senior Management

Introduction

This Code of Conduct (hereinafter referred to as "the Code") has been adopted by the Board of Directors of STI India Limited (hereinafter referred to as "the Company") to comply with the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

Scope & Applicability

The Code of Conduct shall apply to all the Board Members and Senior Management Employees of the Company, which includes all Functional & Department Heads (hereinafter refered as “Specified Executives”). The Company Secretary shall be the Compliance Officer for the purpose of this Code. The Code of Conduct shall become effective from 1st January, 2006 and all amendments to the code shall come into effect from the date of its modification. In compliance of the listing agreement the Code shall be posted on the website of the Company.

Code of Conduct

The Board of Directors, along with the Management, shall ensure that the Company is well managed in the interest of its all stakeholders. While the Board of Directors shall be the Company’s prime decision-making authority, the Board of directors are not expected to look after the day-to-day management of the Company. Therefore all the Specified Executives shall observe the highest standards of Corporate Governance, Ethical Conduct and Integrity and shall work to the best of their ability and judgment to protect Company’s interest.

All the Specified Executives of the Company:

1.Shall ensure the use the Company's resources, assets, information, properties and intellectual rights only for the business purposes of the Company and be alert to situations that could lead to loss or misuse of these assets.
2.Shall not seek, accept or receive, directly or indirectly, any gift, payments or favour in whatsoever form from Company's business associates, which can be perceived as being given to gain favour or dealing with the Company and shall ensure that the Company's interests are never compromised.
3.Shall maintain and help the Company in maintaining highest degree of Corporate Governance in their dealings and compliance with applicable codes, laws, rules, regulations and statues.
4.Shall promote fair dealing with customers, suppliers and employees, make available and share information to directors, colleagues in the interest of the Company and exercise due care, diligence and integrity in performing their office duties.
5.Shall Act in utmost good faith, integrity as well as professionalism with due care & diligence and maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for personal gain or advantage.
6.Shall not commit any offences involving morale turpitude or any act contrary to law or opposed to the public policy.
7.Shall not communicate with any member of press or publicity media or any other outside agency on matters concerning the Company, except through the designated spokespersons or authorised otherwise and shall take utmost care while disclosing or disseminating Company’s information.
8.Shall not, without the prior approval of the competent authority accept employment or a position of responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interest to conflict with the interest of the Company.
9.Shall in conformity with applicable legal provisions disclose personal and/ or financial interest in any business dealings concerning the Company and shall declare information about their relatives (spouse, dependent children and dependent parents) including transactions, if any, entered into with them.
10.Shall ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 as also other regulations, codes and policies as may become applicable to them from time to time.
11.Shall encourage reporting evidence of illegal and unethical behavior to the appropriate authority and stand to not allow retaliation against any employee who makes a good faith report about a possible violation of the Company’s code of conduct and ensure a fair and equitable treatment to each employee.
12.Shall be committed through all his actions to the overall economic and social development of the nation, industry, society and the general public at large.
13.shall prepare, maintain and preserve its records with highest standard and safety according to the Company’s system, policies and procedures.
14.Shall not use Company’s name, logo, and trademark for any personal benefit.

Compliance of the Code of Conduct

Each Board Members and Senior Managers shall acknowledge receipt of the Code or any modification(s) thereto, in the prescribed form annexed to this Code as Appendix - 1 and forward the same to the Compliance Officer. Board Member and Senior Managers shall confirm compliance with this Code on an annual basis as at the end of the each financial year of the Company in the prescribed format as Appendix - 2 at the earliest on the close of every financial year. Any breach of the aforesaid Code shall be brought to the notice of the Compliance Officer or appropriate authority for necessary action.