1

VEN Consulting India Pvt. Ltd.

Code of Conduct

Created By Approved By
Dat Version
e Megha Sucheta
Designation Designation
17-01-2015 1
Quality Director
Analyst Operations

The information in this document is the property of VEN Consulting India Pvt Ltd. and may not be copied or
communicated to a third party or used for any purpose other than that for which it is supplied without the written
consent of VEN Consulting India Pvt Ltd.

Un controlled copy if the document is printed or downloaded.

Property Of
VEN Consulting India Pvt. Ltd.
Bangalore

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Table of Contents

Page
Sl. Topi
Numbe
No c
r
1 PURPOSE AND SCOPE 3
2 SPIRIT OF CLIENT/COMPANY 3
3 GUIDELINES 4
3.1 NATIONAL INTEREST 4
3.2 GENERAL STANDARDS OF CONDUCT 4
3.3 CONFLICT OF INTEREST 7
3.4 FINANCIAL REPORTING & ACCOUNTING 9
REQUIREMENTS
3.5 RECORD KEEPING 10
3.6 STATUTORY AND REGULATORY COMPLIANCE 11
3.7 THIRD PARTY REPRESENTATION 13
3.8 MEDIA & ADVERTISEMENT 13
3.9 REPORTING VIOLATIONS 14
3.10 WAIVER 14
3.11 DISCIPLINARY ACTIONS 14
3.12 MODIFICATIONS 14

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1. PURPOSE AND SCOPE:

The objective of this Code of Conduct (“Code / guidelines”) is to establish and clarify the
standards for behavior in the Organization. This Code has been formulated to align
Employee and Directors’ behavior with the Company’s Vision, Mission, Values&
Objectives. This also aims at enhancing the ethical and transparent process in
managing the affairs of VEN. For the purposes of this Code

(i) ‘VENmean and include Company. and all its subsidiaries and affiliates
(ii) ’Employee/ Employees’ includes, employees on rolls, on contract, as a
consultant or on similar category with Company
(iii) Directors’ mean and include the Board of Directors of VEN
(iv) Associates mean and include Employees, Directors and Vendors/Service
providers to VEN. However, no Code can cover every situation one may encounter.
Hence in case of a doubt or a dilemma in implementing/applying this code, please
use your best judgment and common sense and/or consult your manager for
guidance. One should also check the policies, procedures or Employee hand
book/Standing Orders of the respective entity, under which he/she is employed,
Every Employee need to confirm having read and understood this Code, as part
of their induction process.
This Code, may be restrictive at a higher level than the requirements of applicable
local laws and regulations. Even in such events every Employee is expected to
adhere to the requirements of this Code. In case of conflicting legal obligations and
or uncertainties between legal/statutory obligations and this Code, it must be brought
to the notice of [email protected] for providing necessary clarity.

2. SPIRIT OF Client/Company:

The Spirit of VEN represents Core Values of Company. The four values embedded in
the Spirit of VEN are:

Client Centric service:

“Client is the king”

 I shall give the Client more than his expectance from me.
 I shall keep myself motivated and inspired about my work.
 I shall customize both my personal interaction style with the client as well as
service.
 Sensitivity to others, modification of self-presentation, Client knowledge,
service orientation, tolerance for ambiguity, intrinsic motivation-would be my
primary aims.

Transformation:

 In a progressive company change is inevitable.

 I shall adapt to the newer assignments of clients and make the most ofsuch an
opportunity.
 I shall take the initiative to overcome and execute transformation.

Answerability:

 I understand my job & accountabilities. I shall strive truthfully to exceed these

expectations every time.
 I shall promise to what I can deliver and deliver what I promise without follow-

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up.
 I shall be quality conscious; process oriented and strive for improvement
continuous

3. GUIDELINES:

3.1 National Interest

a) No VEN entity shall undertake any assignment/project/activity to the detriment

of the wider interests of the communities in which it operates.

b) A VEN entity, in the course of its business activities, shall respect the culture,
customs and traditions of each country and region in which it operates. It shall
conform to trade procedures, including licensing, documentation and other
necessary formalities, as applicable.

3.2 General Standards of Conduct:

a) Honest and Ethical Conduct

 Every Employee of VEN, including full-time directors and CXOs, shall exhibit
culturally appropriate deportment in the countries they operate in, and deal on
behalf of the company with professionalism, honesty and integrity, while
conforming to high moral and ethical standards. Such conduct shall be fair and
transparent and be perceived to be so by third parties.
 VEN considers honest conduct to be conduct –
 that is free from fraud or deception; and
 Conforming to accepted professional standards of conduct. Ethical
conduct includes, but not limited to, the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships.

 Every Employee shall be responsible for the implementation of and

compliance with the Code in his/her environment. Failure to adherence to the
Code could attract severe consequences, including termination of
employment.

b) Equal Opportunity Workplace free of Discrimination or Harassment

 VEN is committed to providing a work environment free of discrimination and

harassment. VEN is an equal opportunity employer and takes such decisions
based on merit and business requirements. Company Policy prohibits
harassment of any kind, including sexual harassment. Harassment may be,
any behavior – verbal or physical, that unreasonably interferes with work or
creates an intimidating hostile or offensive work environment.
 Company considers such harassment as unlawful. This anti-discrimination
and anti- harassment Policy of Company applies to all Employees and
prohibits harassment by any Company Employee towards other Company
Employee, outside vendors and customers/clients.
 Company believes in equal work opportunities for all Employees and
condemns favoritism or the appearance of favoritism at the workplace.
Company shall provide equal opportunities to all its Employees and all
qualified applicants for employment without regard to their race, caste,
religion, color, ancestry, marital status, gender,

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sexual orientation, age, nationality, ethnic origin or disability. If anyone

believes that he/she has been discriminated against, harassed or not given
an equal opportunities at work, submit a complaint to
[email protected] as soon as possible after such incident.

c) Dress Code:

 Since each Associate is a representative of VEN, he/she must pay

attention to personal grooming and adhere to the recommended Dress
Code.
 Employees are expected to dress neatly and in a manner consistent with the
nature of the work performed. Please follow Client/Company Dress Code
guidelines made available.

d) Use of Client/Company Brand:

 Each Associate is obliged to maintain and uphold the dignity of “Company” name
and “Company” Brand.
 The use of Company name and trademark shall be restricted to Employees
only. Other uses shall be governed by manuals, codes and agreements to
be issued by Client/Company from time to time based on business needs.
No third party or joint venture shall use “Company” brand to further its
interests without specific authorization, from DO/CEO.

e) Protecting Company Assets:

 All Employees are responsible for safeguarding the tangible and intangible
assets of Client/Company and shall protect Client/Company’s assets from
misuse, theft, fraud, damage or loss.
 Assets, herein, include, but are not limited to, physical property and intellectual
property of Client/Company or its customer(s), electronic communication
devices such as computers, software applications, internet and intranet
connections, teleconferencing/video conferencing facilities, facsimiles,
telephones, PDAs and other electronic communication devices and facilities
for e-mail, voice mail, SMS/text messages, instant messaging and all
proprietary and confidential information.
 These assets shall be employed primarily and judiciously for the purpose of
conducting the business for which they are authorized. Misappropriation or
unauthorized disclosure of Client/Company’s assets is a breach of an Employee’s
duty to Client/Company.
 Any suspected loss, misuse or theft of Client/Company’s assets must be
reported to Employee’s supervisor or to [email protected]

f) Privacy and Confidentiality:

 One of the biggest concerns in the present information technology era is

protection of confidential information that is collected and disseminated.
Client/Company understands that protection of all confidential information is
essential. Company is committed to protecting business and personal
information of a confidential nature obtained from clients, Employees and
Associates.

 “Confidential information” includes (whether or not reduced to writing):

Client/Company’s trade secrets, inventions, computer programs and related data
and

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materials, drawings, file data, documentation, diagrams, specifications, know-

how, processes, formulas, models, flow charts, software completed or in
various stages of development, source codes, object codes, research and
development procedures, test results, marketing techniques, materials and
development plans, training methods and material, price lists, pricing policies,
business plans, client lists, vendor lists, client agreements, vendor
agreements, employee list, financial information and projections and Employee
files and other information related to computer programs, hypertext, and expert
systems activities. Third Party may also furnish information to Client/Company
concerning their respective business affairs, finances, properties, and methods
of operation or other data which are not in the public domain and which are
proprietary or confidential.

 Accordingly, Confidential Information also includes any information described

above which Client/Company obtains from a third party and treats and/or has
an obligation to treat as confidential or designates as Confidential Information,
whether or not owned or developed by Client/Company. Confidential
Information also includes all trade related information, trade secrets,
strategies, administration, research in connection with Client/Company and
commercial, legal, scientific, technical data that are either provided to or made
available to the Employee by Client/Company, to facilitate his/her work, or that
the Employee is able to know or has obtained access by virtue of his
employment or position with Client/Company.
 An Employee shall never accept information offered by a third party that is
represented as confidential, or which appears from the context or
circumstances to be confidential, unless an appropriate
nondisclosure/confidentiality agreement has been signed with the party
offering the information. The Legal Department can provide nondisclosure
agreements to fit any particular situation.

 The unauthorized release of confidential information can cause

Client/Company to lose critical competitive advantage and cause
embarrassment with customers. All such confidential information must be
accessed, stored, and transmitted in a manner consistent with
Client/Company’s ISMS policies and procedures. The inappropriate release of
such confidential information may diminish Client/Company’s rights to such
information and/or provide implied rights to others without our knowledge.
Employees must ensure that they disclose confidential information only to
those persons who are authorized to receive such information and that too
only on a need- to-know basis. Employees shall ensure necessary, pre-
authorisation(s), wherever applicable and/or confidentiality agreements are in
place prior to sharing or disclosing any confidential information with a third
party.

 Employees who have access to proprietary and confidential information must

take every precaution to keep it confidential in line with the Information
Security Management System (ISMS) Information Classification & Information
Exchange Policy. Every Employee shall protect the reputation of
Client/Company, its Employees and its services /products at all times

g) Drug, Alcohol and Weapon Abuse:

 To meet its responsibilities to its Employees, customers and investors,

Client/Company shall maintain a healthy and productive work environment.
Substance abuse, or selling, distributing, possessing, using or being under
the influence of illegal drugs and alcohol while at work is absolutely
prohibited. Working under the influence of alcohol or other intoxicating
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substances is not permitted.

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 Unless otherwise the possession of licensed firearms is permitted by the

prevailing State or/& laws of the Country, the possession and/or use of
weapons/firearms or ammunition in Client/Company premises or at any other
premises, while conducting the business of Client/Company is strictly
prohibited. Possession of a weapon can be authorized only for security
personnel (in accordance with the existing laws of the country) when this
position is determined necessary to secure the safety and security of
Client/Company and its Employees. The provision of written permission by
Client/Company, however, is not meant to be an indication that
Client/Company
claims any responsibility or liability for a person’s possession and/or use of a
weapon/firearm or ammunition and does not authorize the person to possess
and/or use such weapon/firearm or ammunition on behalf of Client/Company.
In addition to obtaining written permission from Client/Company, any person in
possession of weapon/firearm or ammunition in Client/Company premises, is
solely responsible for obtaining, and must have and maintain, any and all
licenses/permissions that are required by applicable laws and regulations in
the relevant jurisdiction. The person in possession of the weapon/firearm or
ammunition maintains sole responsibility for ensuring that their possession
and/or use of such weapon/firearm or ammunition are in conformance with all
such laws and regulations.

h) Concurrent employment:

 Consistent with applicable laws, an Employee of Company shall, without the

requisite official written approval of the company by applying to
[email protected] neither accept employment nor a position of responsibility
(such as consultant or director) with any other company, nor provide freelance
services to anyone with or without remuneration as long as such restrictions
are not in conflict with the laws of any country.
 In the case of a full-time director or a CXO, such approval must be obtained
from the board of directors of Company.

3.3 Conflict Of Interest:

 All Company Employees and Directors shall act in the interest of the company
to the extent authorized and permitted by the law of the land, and ensure that
any business or personal association which he/she may have does not involve
a conflict of interest with the operations of the company and his/her role
therein.

 All Company Associates shall have a responsibility to act honestly, objectively

and effectively, conducting business solely in Company’s best interests and not
based on personal relationships or benefits. Sometimes, however, there may
be personal or financial stake in the outcome of a decision, as well as
influence over that decision. In these situations, if Employees put their own
interests ahead of the interests of Company or its client’s, a conflict of interest
exists.

 Even the appearance of a conflict of interest in such situations can

damage the reputation of both the associate and Client/Company and
could negatively affect Client/Company and/or its business.

 CompanyCommitment: Company Employees should avoid situations that are

likely to result in conflicts of interest. In the event that business transaction
causes the possibility of a conflict of interest, the Employee must disclose
such conflicts to his/her respective manager to ensure that decisions are
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made in a fair and unbiased

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manner.

 Conflicts of interest generally fall into one of three categories: actual,

potential and apparent conflicts.

 Actual Conflict of interest exists any time a Company Employee makes a

business decision based on personal relationships or benefits rather than
the best interests of Client/Company.

 Potential Conflict of interest is a situation where a change in

circumstance could result in an actual conflict of interest.
 Apparent Conflict of interest exists where it appears -- or could
reasonably be perceived by others -- that a Company Employee is
acting outside the best interest of Client/Company, whether or not this
is really the case.

 Conflict of Interest Situations could be (not necessarily limiting to):

 Significant Customers: Given the long-term nature of Company

customer relationships, conflicts of interest can arise if a Company
Employee develops intimate, non-professional personal relationships
with Employees of clients that involve socializing outside of work,
particularly if such Employee is directly involved in management of the
project.
 Close Personal Relationships: Where a Company Employee has an
immediate family member or close personal relationship with a
Client/Company Employee as a direct report or within his/her organization,
this may influence him or her to act outside the best interests of
Client/Company.
 Outside Employment: Employees may only work with organizations
whose interests do not interfere with that of Client/Company and for which
they do not receive personal remuneration. Such work must not interfere with
an Employee’s ability to perform their Company responsibilities. This will be
approved only as per clause II (h) mentioned above after considering all
the circumstances and determining that no conflict with best interest of
Client/Company exists. In the case of a full-time Director or a COO, such
approval must be obtained from the board of directors of Company.
 Employees should also check with their manager to ensure that such
work does not violate local HR policies before seeking an approval.
 Financial Investments: Neither an Employees nor any of his/her close
relative(s) should have a significant financial interest in a significant
customer, significant supplier or direct competitor of Client/Company. The
existence of any such interest must be disclosed by an Employee at the
time of joining Company and/or as soon as he/she is aware of such an
interest.

 Client/CompanyEmployee must:
 Be aware of any relationships that present a potential conflict of interest,
or that create the appearance of such a conflict and discuss them with
his/her reporting manager.
 Disclose to his/her manager any significant financial interest that he/she,
or an immediate family member, hold in any significant customer,
significant supplier or direct competitor.

 A Company Employee must not:

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 Engage in a personal relationship with a direct or indirect report

 Serve as a consultant, associate, officer, member of the Board of
Directors, advisor or in any other capacity for a significant customer,
significant supplier or direct competitor of Client/Company
 Make or influence any decision on behalf of Client/Company that could
directly or indirectly benefit a family member who has a significant financial
interest in a transaction with a competitor or a supplier.

3.4 Financial Reporting & Accounting Requirements:

 As a leading and growing company, Company follows strict accounting

principles and standards. It reports financial information accurately and
completely in accordance with the internationally accepted guidelines of
accounting principles and standards (GAAP). Also appropriate internal controls
and procedures are adopted to ensure that Client/Company accounting and
financial reporting complies with applicable law, accepted accounting GAAP
and the integrity of Company financial transactions.
 It is important that those who rely on records and reports––managers and
other decision makers, creditors, customers and auditors––have complete,
accurate and timely information. False, misleading or incomplete
information undermines the
company’s ability to make good decisions about resources, Employees and programs
and may, in some cases, result in violations of law. Anyone involved in
preparing financial or accounting records or reports, including financial
statements and schedules, must be diligent in assuring that those records
and reports are complete, accurate. Anyone representing or certifying as to
the accuracy of such records and reports should make an inquiry or review
adequately to establish a good faith belief in their accuracy.
 Even if an Employee is not directly involved in financial reporting or
accounting, but he/she is likely to be involved with financial records or reports
of some kind like ––a voucher, time sheet, invoice or expense report, product,
marketing or administrative activities, or performance evaluations, which can
affect the reported financial condition or results, such an Employee is
expected , regardless of whether he/she is required to be familiar with finance
or accounting matters, to use all reasonable efforts to ensure that every
business record or report which such an Employee deals with is accurate,
complete and reliable.

 Dealing with auditors: Auditors have a duty to review the records in a fair and
accurate manner. Everyone dealing with them is expected to cooperate with
external and internal auditors in good faith and in accordance with law. In
addition, he/she must not fraudulently induce or influence, coerce, manipulate
or mislead Company’s external or internal auditors regarding financial records,
process, controls or procedures or other matters relevant to their engagement.
No one shall engage, directly or indirectly, any outside auditors to perform any
audit, audit-related, tax or other services, including consulting, without written
approval from the Chief Financial Officer of Company. Dishonest or inaccurate
reporting can lead to civil or even criminal liability on Company and can lead to
a loss of public faith in the company; concerned Employees are required to
promptly report any case of suspected financial or operational
misrepresentation or impropriety to the Chief Financial Officer or as per the
whistle blower policy

 Keeping the audit committee informed: The audit committee plays an

important role in ensuring the integrity of Company reports. If anyone believes
that questionable

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accounting or auditing conduct or practices have occurred or are occurring,

he/she should notify the audit committee of the Board, in particular the Chief
Financial Officer who in turn must promptly bring to the attention of the audit
committee any information of which he or she may become aware
concerning, for example; The accuracy of materials disclosures made by the
company in its public fillings;

 Material weaknesses or significant deficiencies in internal control over

financial reporting;
 Any evidence of fraud that involves an Employee who has a significant
role in the company’s financial reporting; disclosures or internal controls or
procedures; or
 Any evidence of a material violation of the policies in this code regarding
financial reporting

3.5 Record Keeping:

a) Maintaining Accurate Records: Client/Company’s shareholders, business partners

and regulatory authorities rely on the accuracy and correctness of the information
contained in Client/Company’s business records. Client/Company therefore has a
responsibility to ensure that the information provided is accurate, timely, complete,
fair and understandable. This applies to all of the business records on which we
submit data, including, but not limited to, expense reports, contract documentation
and time records.

b) Records Management: All Client/Company Employees are expected to maintain

and/or destroy documents in accordance with the records retention schedules and
procedures put in place by respective Client/Company internal policies, as per the
regulations in each country of its operations.

c) Audits and Investigations: When asked, Client/Company Employees are

expected to cooperate with investigations conducted by legitimate authorities. Any
visit from a public official that relates to an investigation or inquiry must be
coordinated by the Corporate Secretary and the Legal department.

3.6 Statutory and Regulatory Compliance:

a) Health, safety & environment:

 Safety of our Employees in the workplace is paramount. Each Employee must

comply with all applicable health and safety policies. Each Employee shall
comply with all local laws to help, maintain and secure healthy work
surroundings.
 As Client/Company promotes Employee well-being as a key factor in its
success and considers more than the traditional occupational health and
safety measures, Client/Company takes appropriate measures to prevent
workplace injuries and ill health and to provide Employees with a safe and
healthy working environment by considering evolving industry practices and
societal standards of care. Company assesses and manages the health and
safety impacts and eliminate unreasonable risks of its existing, new activity or
project, design and production of products & services
 Client/Company believes that Employees in Client/Company should be
environmentally aware and are responsible for conducting safe and
environmentally sound operations. Fundamentally, this is in the interest of our
own and other’s quality of life. There is a direct impact on the environment
through our daily consumption needs of natural resources via energy, water
& other inputs in our process.
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 Client/Company recognizes its responsibility as a global citizen to assess and

minimize the impact of its business activities to reduce environmental impact
and protecting eco-systems upon which all life depends, while advancing
economic development.

 To accomplish Environment performance and Corporate Social

Responsibility, Company will:

 comply with all applicable environment and related laws, regulations,

codes of practices and other requirements
 Conduct business that achieves a balance or integration of economic,
environmental and social imperatives while at the same addressing
stakeholder expectations.
 Ensure seamless integration of marketplace, workplace, environment
and community concerns with business operations in order to support
sustainable development and enhance our performance of the triple
bottom line.

b) Competition Laws:

Company is committed to fair competition and honest, straightforward business

dealings. Client/Company abide by antitrust and competition laws. Company shall
not obtain competitor information by disreputable means.

Company will:

 exercise caution when talking with representatives of its competitors to

avoid even the appearance of anti-competitive practice; and

 seek advice from a member of legal department if Employees are uncertain as

to how to proceed.

Company will not:

 share the details of specific customer and supplier contracts or negotiations

with its competitors, other customers or suppliers,employees other than the
designated members and departments; or

 discuss prices, ongoing bids, terms and conditions of sales, market share,
costs or profit margins with its competitors

c) Intellectual Property:

 “Technology excellence” is more than just a byline. Associates of Company

shall adhere to it by constantly innovating on processes, products,
systems etc. All Associates have an utmost obligation to themselves to
identify and protect intellectual property, trade secrets and other
confidential information owned by Company and its customers as it is
highly critical to our success.
 Intellectual Property Rights (“IPR”) means generally patented or potentially
patentable inventions, trademarks, service marks, trade names, copyrightable
subject matter, and trade secrets. All Employees must be aware of and comply
with Company procedures necessary to safeguard these assets, including
complying with any agreement relating to intellectual property and
confidentiality signed upon the

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commencement of or during employment.

 All Employees are responsible for complying with the requirements of

software copyright licenses related to software packages used in fulfilling
job requirements.
 In addition to protecting Client/Company’s own intellectual property rights,
Client/Company respects the valid intellectual property rights of others.
Employees must use proprietary material of others only under valid license
and only in accordance with the terms of such a license. Unauthorized
receipt or use of the intellectual property of others may expose
Client/Company to civil law suits and damages. Employees are advised to
follow all Client/Company procedures, including those governing the
appropriate handling of unsolicited intellectual property.
 Employees shall not use materials which are under “copyright” without appropriate
permission from the “copyright” owner. Always consult the Legal Department
whenever an IPR issue is involved and Employees are not clear on the
course of action to be taken. As regards licensed software or any “freeware” or
“free-trial” third-party software to be downloaded from the internet,
Employees are strictly advised to follow the controls and procedures laid by
Client/Company.
 Employees must ensure that Third Party Intellectual Property could be used
only in accordance with the license agreement. Information/data available in
the public domain can be relied on but mere duplication of the same in any
presentation must not be done. Employees are advised to refer detailed
policies as issued by the ISMS group from time to time.

d) Immigration Laws:

As a global company, Client/Company if has to move Employees across the

world in the execution of its business, Client/Company is committed to abide by
all immigration laws
/policies of the respective countries. Employees must follow the guidelines issued by
the Global Mobility Team on this matter and take its assistance wherever needed, to
ensure full compliance with the relevant immigration laws.

e) Applicable Labour Laws:

 Elimination of Child Labour: Company’s Policy is not to support child labour.

Company is aware of social reality of the existence of child labor and
recognizes that this evil cannot be eradicated by simply setting up rules or
inspections. To promote this, Company insists its suppliers also to work
towards a no child-labour policy. Company supports the use of legitimate
workplace apprenticeship, internship and other similar programs that comply
with all laws and regulations applicable to such programs.

 Other Labour law requirements, applicable for each country of operation,

will be issued separately for reference for use by the relevant employees.

3.7 Third Party Representation:

 Parties which have business dealings with Company but are not members
of the group, such as consultants, agents, sales representatives,
distributors, channel partners, contractors and suppliers, shall not be
authorized to represent Company without the written permission of
Company.

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 Third parties and their Employees are expected to abide by this Code in their

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interaction with, and on behalf of Company. Company Employees are

encouraged to sign a Non-Disclosure Agreement with third parties to support
confidentiality of information.

3.8 Media & Advertisement:

 To facilitate the achievement of Company vision, and achieve our business

plans, it is necessary to communicate our plans and achievements in the most
effective manner through the media to our investors, customers, both, existing
and potential. This Policy is important not only from the context of evolving
and maintaining an effective relationship with the media but for legally
safeguarding the information released to the media. Securities laws require
fair public disclosure of information concerning companies. Serious penalties
and other repercussions could arise for companies and their officers violating
these requirements.

 No person other than the members of Marketing team, Investor Relations

team and other authorised persons shall attempt to speak, share or
communicate any non- public information regarding Company with the media,
analysts, investors or other individuals external to Company. If any Employee
is contacted for an interview, comments, or other information by the media,
analysts, investors or other individuals external to Client/Company, the
Employee, unless previously authorized should refer the enquiry to Investor
Relations. All statements to the media shall be true and fair. Each business
unit shall have selected persons who are authorized to speak to media on
specific topics.

 Company acknowledges that advertising is an essential instrument for

effective brand building and communicating with customers. In accordance
with Company’s corporate philosophy it is necessary to ensure that all
advertisements of Company’s services are done ethically and in a legitimate
manner. Advertising must not misrepresent, deceive or be likely to mislead
others.

 Company requires every Employee to protect all trademarks, brand names

and other proprietary material of Company and of third parties. Employees are
required to abide by the policies and guidelines issued by marketing team as
necessary. Company shall not disparage products or services of competitors
and shall avoid political or religious remarks in advertisements.

3.9 Reporting Violations:

a) Whistleblower:
If any Employee has concerns related to:
(i) grave misconduct, i.e., conduct which results in a violation of a law by Company
or an Employee of Company, violation of any of the codes mentioned herein or in a
substantial mismanagement of Client/Company resources which if proven, would
constitute a criminal offence or reasonable grounds for dismissal of the person
engaging in such conduct; or
(ii) conduct which is otherwise in violation of any law, he/she should promptly
contact appropriate authority in accordance with Company’s Whistleblower
Policy.

3.10 Waiver:

No deviation/waiver to the adherence to the codes mentioned herein and/or supporting

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policies, referenced herein, is allowed.

3.11 Disciplinary Actions:

1) The matters covered in this Code are of the utmost importance to the company, its
stakeholders and its business partners, and are essential to the company’s ability to conduct
its business in accordance with its stated values. Company expects all of its Directors,
officers, Employees and third party agents to adhere to these codes in carrying out
their duties for Company.

2) Company will take appropriate action as per disciplinary procedure/policy against

any person whose actions are found to violate these policies or any other policies of
Client/Company. Disciplinary actions may include immediate termination of
employment or business relationship at Client/Company’s sole discretion. Where
Client/Company has suffered loss, companymay pursue legal actions against the
individuals or entities responsible. Where laws have been violated, Company will
cooperate fully with the appropriate authorities.

3.12 Modifications:

Company is committed to continuous improvement i.e. continuously reviewing and

updating policies and procedures, subject to applicable law. Therefore this Code is
subject to modification from time to time and hence all are requested to refer the
latest version published on the Intranet. Suggestions may please be sent to
[email protected]

VENEXT/HR/PLC/COC/07