Lloyd Electric & Engineering Ltd.

1. INTRODUCTION
1.1 Company has always endeavored to accept and follow the internationally recognized code of conduct within the organization. It has always been the aim of the Company to exceed and excel through fair and transparent practices, many of which have been in place even before they were mandated by the law and the regulatory bodies such as SEBI.

1.2 Accordingly, it is recommended to adopt a ‘Code of Conduct’ based on the principles of internationally recognized best management practices

1.3 The ‘Code of Conduct’ of the Company is based on the following fundamental principles:

a. Place strong foundations for management.
b. Structure the Board to add value.
c. Follow ethical and responsible decision-making policies.
d. Make timely and balanced disclosures.
e. Respect the rights of the shareholders.
f. Enhance the performance at all levels of operations of the organisation.
g. Legal and Statutory compliances in letter and spirit.

1.4 The Company proposes a ‘Code of Conduct’ on the basis of the aforesaid principles

2. INTERPRETATION

2.1 ‘Board’ shall mean the Board of Directors of the Company.

2.2 ‘Chief Executive Officer’ shall mean an individual appointed by Managing Director of the Company and has the day to day management of the whole, or substantially the whole, of the affairs of the company.

2.3 ‘Chief Financial Officer’ shall mean any person responsible for managing all funds, reviewing the financial statements, establishing and maintaining internal controls.

2.4 ‘Chief Compliance Officer’ shall mean any person responsible for all statutory and legal compliances of the Company besides providing services to the shareholders and who shall be the Company Secretary of the Company and a member of the Institute of Company Secretaries of India.

2.5 ‘the Company’ shall mean LLOYD ELECTRIC & ENGINEERING LIMITED.

2.6 ‘Executive Director’ shall mean and include Company’s Managing Director, Functional Directors, and such other Directors are in full time employment of the Company.

2.7 ‘Independent Director’ shall mean non-executive director of the company
who:

a. apart from receiving director’s remuneration, does not have any material pecuniary relationships or transactions with the company, its promoters, its senior management or its holding company, its subsidiaries and associated companies;

b. is not related to promoters, Chairman, Managing Director, Whole time Director, Secretary, CEO or CFO and of any person in the management at one level below the board;

c. has not been an executive of the company in the immediately preceding three financial years;

d. is not a partner or an executive of the statutory audit firm or the internal audit firm that is associated with the company, and has not been a partner or an executive of any such firm for the last three years. This will also apply to legal firm(s) and consulting firm(s) that have a material association with the entity.

e. is not a supplier, service provider or customer of the company. This should include lessor-lessee type relationships also; and

f. is not a substantial shareholder of the company, i.e. owning two percent or more of the block of voting shares.

2.9 ‘Non-Executive Director’ shall mean and include those members on Board who are not in whole time employment of the Company.

2.10 ‘Senior Management’ shall mean personnel of the company who are members of management/operating council (i.e. core management team excluding Board of Directors). Normally, this would comprise all members of management one level below the executive directors and shall include Chief Executive Officer, Chief Financial officer and Chief Compliance Officer.

2.11 ‘Managing Director’ means a director who, by virtue of an agreement with the company, which has been approved by way of a resolution, passed by the Company in general meeting is entrusted with substantial powers of management, which would not otherwise be exercised by him.

2.12 ‘Financially Literate’ means the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.

2.13 ‘Financial Management Expertise’ shall mean a member will be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief Executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.

2.14 ‘Directors’ means the Directors for the time being of the Company.

2.15 ‘the Code’ means this ‘Code of Conduct’.

3. APPLICABILITY

This Code shall be applicable to the Company and the following persons
(hereinafter referred to as ‘the Officers’):
a. All the Directors including the Managing Director, Executive Directors, Non
Executive Directors, Independent Directors and Nominee Directors of the
Company ;
b. The Chief Executive Officer;
c. The Chief Financial Officer;
d. The Chief Compliance Officer;
f. All Employees in the management cadre, all professionals serving in the
Company and all the members of various Committees constituted by the Board
including special invitees, if any.

4. STRUCTURE OF THE BOARD

The role of the Board

• Exercise the care, diligence and skill of a reasonably prudent person under
comparable circumstances.
• Ensure to enhance and maintain the reputation of the Company.
• Strive to contribute toward the growth, stability and service that the Company
seeks to provide to its consumers, members, stakeholders and society in general.
• Conduct themselves in a professional, courteous, and respectful manner at all
times.
• Make available to and share with fellow Directors all information as may be
relevant to ensure proper conduct and sound operation of the Company.

5. CODE OF CONDUCT

The Company and its Officers which inter alia includes the Board of Directors and the management officials especially the senior management shall strictly follow the ‘Code of Conduct’ as enumerated hereunder:

No Director or Member of Senior Management shall commit or condone an illegal act or
instruct another employee, etc. to do so.

Directors and other Senior Management are expected to be sufficiently familiar with any
legislation that applies to their work, to recognize potential liabilities and to know when
to seek legal advice.

6. CONFLICT OF INTEREST

The Officers and employees of the Company shall not engage in any business, relationship or activity that might conflict with the interest of his company or the group. A conflict of interest, actual or potential, may arise where, directly or indirectly:

a) An employee or an officer of the Company engages in a business, relationship or activity with anyone who is party to a transaction with his or her company;
b) An employee or an officer is in a position to derive a personal benefit or a benefit to any of his or her relatives by making or influencing decisions relating to any transaction;

7. OUTSIDE BUSINESS INTEREST

Directors and Members of Senior Management should declare their outside business interests at the time of engagement and are required to limit outside business activities to avoid any conflict of interests or breaches of any of the provision of this Code. Notwithstanding any outside business activity, Directors and Members of Senior Management are required to act in the best interests of the Company.

8. CONFIDENTIAL INFORMATION

Directors and Members of Senior Management should at all times maintain the confidentiality of all confidential information and all records of the Company, and must not make use of or reveal such information or records except in course of the performance of their duties or unless the documents or information becomes matter of general public knowledge.

Similarly, Directors and Members of Senior Management should not use the confidential
information obtained through their association or employment with the Company to further their private interests or the private interests of their relatives.

Directors and Members of Senior Management using the Company’s computer data base
or electronic mail system will be expected to comply with any internal policies and procedures that guide the storage, use and transmission of information through this medium.

9. INVESTMENT IN COMPANY’S SHARES

Directors or Members of Senior Management are expected to comply with the Insider Trading Regulations of the Company and/or any other regulations/guidelines regarding investment in the Company’s shares issued, from time to time, by the Securities and Exchange Board of India (SEBI).

10. OUTSIDE EMPLOYMENT

Directors or Members of Senior Management may hold outside jobs or engage in modest
self-employment activities in their own time, using their own resources, and in a manner
not adversely affecting their performance in the Company.

However, no Directors or Members of Senior Management may accept work with a competitor, or with any entity that could lead to conflict of interest or a situation prejudicial to the interests of the Company.

11. GIFTS AND BENEFITS

It is essential to the efficient business practices that all those who do business with the Company as contractors/customers etc. have access to the Company on equal terms. Directors or Members of Senior Management should not accept entertainment or gifts (gifts or entertainment in this clause includes cash, preferred loans, securities or secret commissions), which grant or appear to grant preferential treatment to a potential or actual contractor/customer of the Company. A business relationship with the Company
will be conditional on compliance with this Code.

Similarly, no Director or Member of Senior Management may offer entertainment, gifts of benefits, in order to secure preferential treatment for the Company. Gifts, entertainment and benefits may only be accepted or offered by a Director or Member of Senior Management in the normal exchanges common to business relationships.

12. ENVIRONMENT AND SAFETY

Environmental Protection is a fundamental value of the Company. Directors and members of Senior Management have a crucial role in ensuring that Company’s operations comply with the environmental legislation and standards. Safety must be everyone’s concern. The Company is committed to providing all employees a safe, healthful and harassment free workplace and to ensuring safe and respectful work practices and conditions. Directors and Members of Senior Management have both a legal and a moral responsibility for the safety and the protection of the environment. The Company and its Officers shall strive to provide a safe and healthy working environment and comply, in the conduct of the business affairs of the Company, with all regulations regarding the preservation of the environment of the territory it operates in. The Company and its Officers shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

13. USE OF COMPANY’S PROPERTY

• Directors or Members of Senior Management must not misappropriate the Company’s property for personal use.
• Directors and Members of Senior Management are entrusted with the care, management and cost-effective use of the Company’s property, including the use of Company’s name, and should not make use of these resources for their own personal benefit.
• Directors and Members of Senior Management should ensure that all the Company’s property assigned to them is maintained in good condition and should be able to account for such property.
• Directors and Members of Senior Management may not dispose of the Company’s property except in accordance with the guidelines for this purpose.

14. FINANCIAL REPORTING AND RECORDS

The Company and its Officers shall prepare and maintain accounts of the Company’s business affairs fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business affairs. Internal accounting and audit procedures shall fairly and accurately reflect all of the Company's business transactions and disposition of assets. All required information should be accessible to Company auditors and other authorized parties and government agencies. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds. Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of this code, apart from inviting appropriate civil or criminal action under the relevant laws.

15. QUALITY OF PRODUCTS AND SERVICES

The Company and its Officers 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 endeavor to achieve international standards.

16. CORPORATE CITIZENSHIP

The Company shall be a good corporate citizen, not only in compliance with all relevant laws and regulations. The Company is encouraged to develop social accounting systems and to carry out social audit of their operations.

17. COOPERATION OF GROUP COMPANIES

The Company shall cooperate with other Group companies by sharing physical, human and management resources as long as this does not adversely affect its business interests and shareholder value. In the procurement of products and services, the Company shall give preference to another Group company as long as it can provide these on competitive terms relative to third parties.

18 USE OF THE COMPANY BRAND

The use of the Company name and trademark owned by the Company shall be governed by manuals, codes and agreements to be issued by the Company. The use of the Company brand is defined in and regulated by the Company Brand Equity & Business Promotion Agreement.

19. ETHICAL CONDUCT

Every Officer of the Company, which shall include its Directors, Executive and Non Executive Directors, Managing Director, CEO and CFO shall deal on behalf of the Company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.

20 LEGAL COMPLIANCES

The Officers shall comply with all applicable government laws, rules and regulations. The employees and directors shall acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable themselves to recognize potential dangers. Violations of applicable governmental laws, rules and regulations may subject them to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the company to civil or criminal liability or the loss of business.

21. SHAREHOLDERS

The Company shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The board of directors of the Company shall duly and fairly inform its shareholders about all relevant aspects of the Company's business, and disclose such information in accordance with the respective regulations and agreements. Every employee shall be responsible for the implementation of and compliance with this code in his professional environment.

22. INTELLECTUAL PROPERTY RIGHTS

All documents, processes, manuals, literature, systems etc. or another intellectual property developed or created by the Officers during the association of the Officers with the company are sole property and Intellectual Property Rights of the Company.

23. REPORTING CONCERNS

Every officer and employee of the Company shall promptly report to the management any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his/her or any other Group company.

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