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CODE OF CONDUCT

Code of Business Conduct and Ethics
(For Members of The Board and Senior Management Personnel)

Pursuant to the amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 DATED 29.10.2004) the requirement of CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT PERSONNEL (hereinafter called the CODE) is being issued. This Code shall be applicable to all the Directors and Senior Management Personnel (as may be decided from time to time) of Mac Charles (India) Ltd. (herein after referred to as "the Company")

All Directors and Senior Management Personnel must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and it shareholders / stakeholders.

With a view to maintain the high standards that the company requires the CODE should be observed in all the activities of the Company. The Company Secretary and Assistant Company Secretary have been appointed as Compliance Officer(s) of the Company for the purposes of monitoring and co-ordinating implementation this Code.

INTERPRETATION :

The Board will handle all questions or interpretation falling under or relating to this Code. The Board may authorize any of its committee / person for this. They will have the authority to waive compliance with this Code of business conduct for any Director, officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person / committee.

1. Honesty & Integrity
   All Directors and Senior Management Personnel shall conduct their activities, on behalf of the company and on their personal behalf, with honesty and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without their independent judgement to be subordinated. They shall act in the best interests of the Company and fulfill their fiduciary obligations.


2. Conflict of Interest
   Directors on the Board of the Company and Senior Management Personnel shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company.
   
   There are various situations in which conflict of interest may arise. However, it is not possible to cover every such situation. Also, it will not be easy to distinguish between proper and improper activities. Given below are some of the common circumstances that may lead to a conflict of interest, actual or potential -
   • Directors & Senior Management Personnel should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.
   • Directors & Senior Management Personnel and their immediate families should not invest in a customer, supplier or competitor of the Company and generally refrain from investments that compromise their responsibility to the Company.
     
     If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act.


3. Other Directorships
   The Company feels that serving on the Board of Directors of other Companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors & Senior Management Personnel must report / disclose such relationships to the Board on an annual basis and within fifteen days as and when any change occur in the same. It is felt that service on the Board of Directors of a Competitor is not in the interest of the Company.


4. Concurrent Employment
   In consideration of Executive Director & Senior Management Personnel in employment of the Company, he/she is expected to devote his/her full attention to the business interests of the Company. He/She is prohibited from engaging in any activity (unless disclosed to the Board and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the interest of the Company. Our policies prohibit any employee from accepting simultaneous employment with a Company supplier, customer or competitor, or from taking part in any activity that enhances or supports a competitor's position. Additionally, the Managing Director & Senior Management Personnel must disclose to the Company any interest that he/she may have, that may conflict with the business of the Company. Any Managing Director or Senior Management Personnel of Mac Charles (India) Ltd. shall not, without the prior approval of the Board / Managing Director of the Company, as the case may be, accept employment or a position of responsibility (such as a Consultant or a Director) with any other Company, nor provide 'freelance' services to anyone.


5. Compliance
   Directors and Senior Management Personnel are required to comply with all the applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behaviour, they must report any possible violation of law, rules, regulation or the Code of Conduct to the Compliance Officer.


6. Confidentiality of information
   Any information concerning the Company's business, its customers, suppliers, etc., which is confidential or not in the public domain and to which the Director or Senior Management Personnel has access or possesses such information, must be held in confidence, and should not be disclosed unless authorized or legally required to do so. No Director or Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized or required under law.


7. Insider Trading
   Any Director or Senior Management Personnel of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. They will comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company, from time to time.


8. Special Consideration, Gifts, Gratuities, Fees & other Payments
   It is inappropriate for a Director, or a Senior Management Personnel, or any of their immediate family member to obtain special consideration or benefits in dealings with third parties as a result of such person's status as a Director or Senior Management Personnel of the Company. Accordingly, each Director / Senior Management Personnel must ensure that dealings with third parties with whom company does business are concluded on terms that would generally be available to persons without the status of Director, or a Senior Management Personnel, or any of their immediate family members.
   
   They should refrain from any act that has the appearance of being a bribe, kickback or other illegal or improper payment, whether direct or indirect, to any person or entity for the purpose of (i) obtaining, refraining or directing business or (ii) affecting the conditions of doing business. Moreover, they must report any offer of a bribe, kickback or illegal and improper payment that they receive or learn of to the Compliance Officer.
   
   No Director / Senior Management Personnel of their immediate family member, should accept any gift, gratuity, fee or other payment of any kind if it is known or suspected that its purpose is to influence a transaction or such item is excessive or might cause embarrassment if its acceptance became known. Similarly, they should not offer any gift, gratuity, fee or other payment of any kind to a customer, potential customer, or related party of the Company for the purpose of, or appearing to have the purpose of, influencing any transaction between such entity and the Company. Any questions regarding the acceptability of an invitation of gift should be referred to the Compliance Officer.


9. Protection of Assets
   Directors and Senior Management Personnel must protect the company's assets and information and may not use these for personal use, unless approved by the Board.


10. Company Funds
    Every Director / Senior Management Personnel is personally responsible for all Company funds over which he or she exercises control. Company's funds must be used only for Company's business purposes. Directors / Senior Management Personnel, agents and contractors must not use the Company's funds for any personal purpose.


11. Periodic Review
    Once in every year or upon revision of this Code, every Director / Senior Management Personnel must acknowledge and execute an understanding of the Code and an agreement to comply. New Directors / Senior Management Personnel will sign such a deed at the time when their Directorship/Employment begins.


12. Alignment on Political Matters
    The Board members / Senior Management Personnel shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. They shall not support, directly or indirectly, any specific political party or candidate for political office, without appropriate approvals. The Company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign if it is violating any law.

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