CODE OF CONDUCT

USHA INTERNATIONAL LIMITED

Corporate Office Registered Office

Plot no. 15, Sector – 32 Surya Kiran Building
Institutional Area 19, Kasturba Gandhi Marg
Gurgaon - 122001
New Delhi - 110 001. Delhi. (INDIA)
Haryana. (INDIA)

CODE OF CONDUCT

1. PURPOSE
i) This Code of Conduct represents Usha International Limited (Company) core values and the
way the Company does business and deal with all its stakeholders including customers,
employees, Directors, business partners, government, community and its shareholders.
ii) This Code of Conduct contains guidelines for making decisions in all situations in consonance
with the values of the Company and its policies following a common set of principles such as
integrity, honesty, self discipline and mutual respect.
iii) This Code of Conduct should be read in conjunction with applicable regulations and existing
policies and procedures of the Company.
iv) All employees and the Directors have the responsibility to understand and follow the Code
of Conduct guidelines as described in this booklet.

2. APPLICABILITY:
This Code of Conduct shall apply to:
i) Every employee of the Company including those working in the International Offices.
ii) Directors of the Company.
iii) All Retainers and Advisors working for the Company.
iv) All casuals, temporary and contractual associates working for the Company.

Independent contractors or consultants will be made aware of this Code as it applies to our
employees in their dealings with them.

3. OUR MISSION AND VALUES

As one of India’s leading sales, marketing, distribution and manufacturing organizations and
with a mission to pursue excellence in all spheres of business activity, the Company believes in:
i) Meeting customer requirements and satisfaction by providing high quality and safe and
environment friendly products.
ii) Follow the below core values in anything and everything we do:
a. Integrity: to practice commitment towards ethical dealings in all activities related to
job performance or otherwise.

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b. Honesty: to be truthful in every assignment / transaction and honor commitments

and promises.
c. Compliance with Law: The Company believes in following the law not only in letter but
also in spirit.
iii) Be a fair and equal opportunity employer and value the employees through mutual respect
and demonstrate sensitivity and appropriate behaviour towards diverse thoughts and views.

iv) The Company behaves as a responsible corporate citizen supporting communities and
environment.

v) Providing reasonable returns to its shareholders while adding value to all its business operations.
Thus, the Company’s mission and philosophy emphasize the obligations we have to our
customers, suppliers/ dealers, society and to our employees. This Code of Conduct embodies
this spirit.

CODE OF CONDUCT

4. MEETING CUSTOMER REQUIREMENTS

4.1 (a) The Company strives to meet its customer requirements and satisfaction by providing
products which are:
. Of high quality
. Safe to use
. Environment friendly
. Comply with all the applicable quality and safety norms
(b) The Company provides complete and accurate information about its products and services
and do not believe in misrepresentation, deliberate or otherwise in any form.
(c) The Company believes in competing on the strength and quality of its products and not by
disparaging the products of its competitors.

4.2 CONFLICT OF INTEREST

i) A conflict of interest exists where the interests or benefits of any employee or external entity
conflicts with the interest or benefits of the Company.
ii) Decisions and actions taken in the course of employment with the Company should be
based keeping in mind the best interests of the Company and not based on personal
relationships or benefits.
iii) Employees are expected to avoid situations where a conflict of interest might occur or
appear to occur or where their ability to exercise independent judgment in the Company’s
best interest is compromised.
v) The Company policies prohibit any employee from accepting simultaneous employment
with any other company or business entity.
vi) The Company policies prohibit any employee from taking part in any activity that enhances
or supports a competitor’s position.

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vii) It is incumbent upon every employee to make full disclosure of interest which the
employee or their family / relatives may have in a company or firm which is a supplier, customer,
distributor or business associate, in writing to Head HR / Company Secretary.
viii) Employees are expected to avoid conducting Company’s business with a relative or with a
business in which a relative is associated in any significant role.
ix) Employees are prohibited from engaging in any external / internal activity that interferes
with their performance or responsibilities towards the Company or is otherwise in conflict with
or prejudicial to the Company.
Employees are prohibited from influencing the recruitment of their relatives in any position
with or without remuneration in the Company.
Relative here means:
a. Wife or Husband
b. Parents, grand parents, children, grand children, spouses of children and grand children,
brothers and sisters.
c. Member of HUF of which the employee is also a member.
Children and parent(s), sister and brother mentioned above include step children, step parent(s),
step sisters and step brothers.

4.3 GIVING AND RECEIVING GIFTS AND HOSPITALITY

i) As a policy, the Company does not believe in from offering and receiving gifts and
entertainment from business partners. Employees and their family members, must never in
connection with the Company’s business, offer /give, seek or accept:
a. Gifts & entertainment
b. Cash or cash equivalents
c. Loans / personal services
ii) Any gift or entertainment to anyone which is given with intent of a favour in return is
prohibited.
iii) No employee shall (directly or indirectly) accept any gift, entertainment, trip, discount,
service or other benefit from any organization or person doing business or competing with
the Company which would or reasonably appear to be capable of influencing such person to
act in a manner which is against the interest of the Company.

For detailed guidelines on giving and receiving gifts and hospitality, refer to policy on “Gifts
& Entertainment.” In case of a suspicion of bribery and corruption, as it can result in liability
for the Company and for them personally, employees are expected to immediately report the
same through the Ombudsman or any member of the Ethics Committee as provided in the
“Whistle Blower” policy.

5. CORE VALUES OF INTEGRITY, HONESTY AND COMPLIANCE WITH LAW

In all its dealings, the Company’s commitment is towards ethical dealings in all activities
related to job performance or otherwise and to be truthful in every assignment/transaction
and honoring commitments and promises.

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Further, the Company follows the law not only in letter but also in spirit.

Framework of Ethical Decision Making – The employees and business associates are expected
to follow the below principles to assist them in making correct decision:
a. Open, honest communication.
b. Don’t lie, don’t cheat.
c. Maintain highest standards of ethics, honesty and integrity.
d. Follow the law not only in letter but also in spirit.
e. Apply common sense.
f. Whenever in doubt, Ask (the only stupid question is which is not asked).

5.1 DEALING WITH SUPPLIERS / PARTNERS

i) The Company aims to conduct its purchasing operations so as to ensure continuing, reliable
sources of supply where decisions are based on sound business reasons, such as suitability,
quality, delivery and cost. The Company ensures transparency in its business processes and
compliances with the law.

ii) The Company treats all its suppliers / partners with fairness and integrity and without any
discrimination.

iii) Employees must not accept any favour (whether in cash or in kind) from any supplier or other
channel partners.

iv) Employees must ensure that various supplier / partner agreements should be documented
in detail and attested, without any ambiguity or verbal understandings with suppliers/ partners.
All agreements are to be vetted and attested by the Legal Department

v) Employees are expected not to own any interest in the business of any existing supplier or
that of a prospective supplier.

5.2 DEALING WITH DISTRIBUTORS AND DEALERS

i) The Company gives all its potential distributors and dealers a fair and uniform consideration. No
personal favors on prices, promotional allowances, marketing assistance or the like are
entertained.
ii) Employees interacting / involved with distributors and dealers should make sure that their
decisions are based on sound business reasons, such as equality, fairness and customer
orientation.
iii) The Company treats all its distributors / dealers with fairness and integrity and without any
discrimination.
iv) Various sales promotion schemes and other marketing initiatives shall be introduced by the
Company by written circulars to be issued from time-to-time.

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v) Employees must avoid any verbal commitment or written commitments or any sort of
miscommunication beyond their delegation or the policies / schemes as applicable under any
circumstances.
vi) Employees are expected not to own any interest in the business of any existing or prospective
distributor / dealer. They are also expected not to solicit any favour in cash or kind from any
distributor / dealer.

The Company complies with competition laws of all the countries where it does business. The
Company shall not engage in bid rigging, fix prices, allocate markets or abuse market power.

5.3 DEALING WITH GOVERNMENT OFFICIALS

i) Employees are expected to be direct and honest in dealings and communications with any
government department.

i) All employees responsible for dealing with Government or local bodies must deal with such
external bodies in accordance with the guidelines and ethics set for this purpose.

iii) Employees must not give or offer any kind of gift or hospitality to any government official
or a third party (who may deal with the government authorities on company’s behalf ) with
intent of a favour in return.

Employees shall not offer gifts and hospitality to the spouses, family members or guests of a
government official under any circumstances.

5.4 FINANCIAL INTEGRITY AND ETHICS

i) All employees shall act in accordance with the highest standards of financial integrity and ethics
and ensure that the Company’s environment is free from fraud or deception.
ii) There shall be no:
a. Willful omission or falsification of any Company’s transaction from the Company’s
books and records.
b. Misrepresentation of facts, claims, invalid documents, financial accounts, reports/
concealment of information.

iii) Employees are expected to strictly adhere to their financial/operational delegations and
other working principles laid from time to time.
iv) Employees are encouraged to proactively and candidly report actual or apparent unethical
acts to the concerned Company’s officers/HODs and cooperate fully in the internal checks and
investigations of frauds.

DEALING WITH AUDITORS / CONSULTANTS

i) The auditors have a duty to review the Company’s records in a fair and accurate manner.
Employees are expected to cooperate with independent and internal auditors in good faith and

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in accordance with the Company’s policies.

ii) Employees are expected not to fraudulently induce or influence, coerce, manipulate or
mislead the external or internal auditors regarding financial records, processes, controls or any
other matter related to their engagement/expertise.

DEALING WITH BANKS / FINANCIAL INSTITUTIONS

i) The Company shall also promptly provide all the information, documents and records required
by Banks/Financial Institutions from time to time.
ii) Employees or anyone dealing on behalf of the Company are expected not to fraudulently
induce or influence, coerce, manipulate or mislead the Banks/Financial Institutions regarding
financial records, processes, controls or any other matter related to their engagement/expertise.
iii) Employees or anyone dealing on behalf of the Company are expected to cooperate with
Banks/Financial Institutions in good faith and in accordance with the Company’s policies.

PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive
information and to prevent misuse of such information. The Company is committed to
transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws
and regulations.

Every Director, officer or employee of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the Company. No Director,
officer or employee may use his or her position or knowledge of the Company to gain personal
benefit or to provide benefit to any third party.

6. FAIR AND EQUAL OPPORTUNITY EMPLOYER

In the organizational context, work culture is defined by ‘the way we conduct our day to day
business.” The core values of Honesty, Integrity, Self-Discipline and Mutual Respect are the
foundations on which the work culture of the Company is built.

The Company supports the development of rules that promote, encourage or result in fair
competition and expect that all employees conduct themselves in accordance with the
Company’s commitment to be a fair and equal opportunity employer.

6.1 NON DISCRIMINATION AND DIVERSITY

i) The Company is committed to providing a work environment free of discrimination and
harassment.

ii) The Company strives to be a fair opportunity employer and makes employment decisions
based on merit and business needs and does not condone favoritism or the appearance of
favoritism at the workplace. Employees are expected to provide an equal opportunity to every
individual for development.

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iii) The Company respects differences in race, colour, religion, gender, ethnic origin or nationality
and promotes diversity. Employees must not discriminate according to race, colour, religion,
age, gender, sexual orientation, marital status, disability, ethnic origin or nationality.

iv) The working at mosphere must encourage free expression of different ideas, views
and innovative thoughts.
v) All employees must not to be under the influence of drugs / alcohol while at work.

vi) The Company expects all employees to act in accordance with the highest standards of personal
and professional integrity, honesty and ethical conduct, whenever Company’s business is being
conducted or at any place where employees are representing the Company.

6.2 NON-HARASSMENT
i) The Company does not tolerate harassment comprising of any action, conduct or behaviour
which is humiliating, intimidating or hostile.

ii) Employees are expected to treat others with respect and dignity.

iii) Employees are expected not to distribute or display potentially offensive material and make
inappropriate comments

iv) Sexual harassment or exploitation is a punishable offence and will not be tolerated. All
allegations of sexual harassment are governed by the policy “Sexual Harassment Prohibition Policy.”

6.3 HEALTH, SAFETY AND ENVIRONMENT

i) The Company is committed to providing a safe and healthy working environment in the conduct
of its business affairs.

ii) Employees are expected to report any safety concerns, accidents, injuries and unsafe conditions
promptly that might arise in their day to day work.

iii) Employees are expected not to indulge in any activity that damages the external environment
or affects the safety of employees adversely.

6.4 DATA INTEGRITY / SAFETY

i) Integrity and safety of any Company’s information in physical or electronic form is the
responsibility of every employee.

ii) Employees must not share any confidential business information to any outside person/
party without seeking approval from the concerned authority / management.

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iii) Employees must not disclose any confidential business information to other employees in
the Company except on a ‘need to know’ basis or a ‘need to use’ basis alongwith the obligation
of not disclosing it further.

iv) Any employee involved in preparing financial or accounting records or reports, including
financial statements, must be diligent in assuring that those records and reports are complete,
accurate and timely.

7. RESPONSIBLE CORPORATE CITIZEN

The Company behaves as a responsible corporate citizen supporting communities and environment.

7.1 Charitable Activities

The Company is committed to undertake charitable activities in order to support the
communities, for upliftment and empowerment of weaker sections of the society.

7.2 Protecting the Environment
The Company is committed to comply with all regulations regarding the preservation of this
environment.

8. ADD VALUE TO BUSINESS OPERATIONS AND PROVIDE REASONABLE RETURNS TO ITS

SHAREHOLDERS.
8.1 BRAND EQUITY/IPR - PROTECTION
i) The Company protects and respects its valuable Intellectual Property Rights (IPR).
ii) The Company will make every effort to obtain and maintain all necessary Intellectual
Property Rights, including patents, copyrights and trademarks, and utilize them effectively in
growing the business.
iii) Employees must ensure that Intellectual Property is managed with utmost care as it is a key
strategic tool for achieving business objectives.
iv) Employees shall support the Company to obtain legal protection for products/brands/services
through registration of copyrights, trademarks and patents in all countries where they are sold.
v) Employees are expected to report all instances of the Company’s IPR infringement to Legal
Department.
vi) Employees must not use the IPR of the Company or any other related entity without
obtaining approval from the concerned authority.
vii) Employees are expected not to use the IPR of the Company in a manner that it demeans
the IPR, brand image or the Company itself.
viii) The Company respects intellectual property rights of third-parties and shall not make any
unauthorized use of any such rights.

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8.2 DISCLOSURE OF COMPANY’s CONFIDENTIAL INFORMATION

i) The Company’s confidential information is a valuable asset. This information includes but is not
limited to :
a. New Product Development and Launch.
b. Proprietary and Technical Information - Trade Secrets
c. Suppliers, Dealers and Customers Database and their non-public information
d. Financial Information and Projections

ii) Employees must not disclose:
a. any such confidential information regarding the Company’s business or services.
b. any confidential information to anyone or use it to benefit anyone other than the
Company without the prior written consent of the CEO/Executive Chairman.
c. IPR and legal agreements/documents/terms and conditions.

iii) However, to further the Company’s business, from time to time, confidential information may
be disclosed to potential business partners based on context and appropriateness. Such
disclosures should never be done without carefully considering its potential benefits and risks,
and without clearance from authorized personnel of the Company.

iv) Employees must not sign a third party’s nondisclosure agreement or accept changes to the
Company’s standard nondisclosure agreements without review and approval by the
Company’s Legal Department.
Once a third party’s confidential information has been disclosed to the Company, we have
an obligation to abide by the terms of the relevant nondisclosure agreement and limit its use
to the specific purpose for which it was disclosed and to disseminate it to other Company’s
employees only on a ‘need to know’ or a ‘need to use’ basis.

8.3 DEALING WITH MEDIA

i) Only authorized employees may communicate with the media and/ or represent the
Company to share any sort of business information.

ii) No employee should engage in formal / informal / casual conversation with media in any
form including social media in relation to any aspect of the Company’s business or
performance.

iii) If employees are persuaded by the media to give comments / responses; they shall politely
divert all such queries to the PR Department.

8.4 DEALING WITH POLITICAL PARTIES

i) The Company does not have any political alignment / preferences towards any political party
for business purposes.

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ii) Dealings with political parties must therefore be handled with sensitivity at the senior most
level of the Company.
iii) Employees are not allowed to engage in any political activity in the office or outside.
Only in unavoidable situations, employees are expected to obtain necessary prior approval
from the concerned authority at the Head Office before having any sort of communication
with political parties/associated persons.

9. OUR PROMISES:
i) No concern will be unchecked
ii) Prompt action and closure of any concerns
iii) No retaliation or harassment or intimidation towards those who report their concerns.
iv) Complete confidentiality
v) Promise of anonymity

10. HOW TO GET HELP AND SUPPORT OR RAISE CONCERN

Usha’s Code of Conduct with respect to business can be implemented effectively only if each
one of us practices and supports it. Thus, it is the responsibility of all the employees, Directors
and anyone dealing with the Company to understand and follow the Code of Conduct as
“ignorance of this policy,” “bona-fide intentions” or “any act done in the interest of the Company”
are not a ground for not following this Code of Conduct.
If ever you have a concern or an issue highlighting possible violation of the Code of Conduct
related to business ethics, you are urged to bring it to the notice of the following and seek
advice/redressal:

For clarification:
i) Ombudsman
ii) Head HR / Legal

For reporting violation:

iii) Ombudsman
iv) Any member of the Ethics Committee
v) Chairperson of the Audit Committee (Only if the complaint is against the members of the
Committee, CEO, CFO, Company Secretary or Directors of the Company).

For detailed guidelines on how to raise concern on report violation, refer to “Whistle Blower” policy.

For and on behalf of the Board of Directors

Usha International Limited

N.K. GOILA
DIRECTOR

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ACCEPTANCE

I have gone through and fully understand the contents of the Usha International Limited “Code of
Conduct” booklet and the expectations of the Company from me in my day-to-day work.

I assure the Management of Usha International Limited that I will comply with all the suggestions and
guidelines to the best of my ability.

I would seek guidance/report in case I come across any perceived/potential violation in my area of
work and at the Company in general.

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