FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

Introduction
This Code of Conduct has been adopted by Greaves Cotton Limited (Greaves) to comply with the applicable rules of the Stock Exchanges where securities of the Company are listed i.e. The Stock Exchange, Mumbai and National Stock Exchange of India Limited.

Greaves is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This Code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each of the Director and Senior Management personnel is expected to comply with the letter and spirit of this Code.

The principal duty of the Board of Directors and the Senior Management personnel is to ensure that the Company is well managed in the interests of its shareholders and stakeholders. The Board of Directors plays the central role in the Company’s governance. It is the Company’s decision-making authority on all matters, except those reserved to shareholders or delegated to the Senior Management personnel. The Board of Directors is not expected to assume an active role in the day-to-day management of the Company.

Applicability
This Code of Conduct is applicable to all the Directors of the Company and also its Senior Management personnel i.e. Senior Vice Presidents, Vice Presidents, Group General Managers and General Managers.

Guidelines for Conduct
Each of the Directors and Senior Management personnel should exercise due care in the performance of his/her duties, be loyal to the Company, act in good faith and in a manner such Director or Senior Management personnel reasonably believes to be not opposed to the best interests of the Company. A Director should make reasonable efforts to attend Board and Committee meetings of the Company.

Each of the Directors and Senior Management personnel should comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.

Conflicts of Interest
Each of the Directors and Senior Management personnel should avoid a situation of conflict. Set forth are some of the common situations that may lead to a conflict of interest, actual or potential –
a. When a Director or Senior Management personnel takes action or has interests that may make it difficult to perform his/her work objectively and effectively,
b. The receipt of improper personal benefits by a member of his/her family as a result of one’s position in the Company,
c. The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings,
d. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company,
e. Receiving or permitting members of the immediate family to receive, improper personal benefits from the Company including loans from or guarantees or obligations by the Company.

The Directors and Senior Management personnel should be scrupulous in avoiding ‘conflicts of interest’ with the Company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of Directors or any Committee/officer nominated for this purpose by the Board and a prior written approval should be obtained.

Respect the confidentiality of information acquired in the course of employment unless legally obliged to disclose and ensure that no such confidential information is used for personal advantage/benefit.

Act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts.

Achieve responsible use of and control over all assets and resources employed or entrusted to them or utilize for the designated purpose.

All Senior Management personnel in Finance should adhere to both the Code of Conduct and the Code of Ethics of the Company. Violation of the Code of Ethics will lead to appropriate disciplinary action including dismissal from the services of the Company.

Confidentiality
The Directors and Senior Management personnel should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is in the public domain. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Director or Senior Management Personnel or anyone other than the Company. These obligations apply not only during the tenure of Directors or Senior Management personnel but thereafter as well.

Corporate Business Opportunities
In carrying out their duties and responsibilities, the Directors and Senior Management personnel should avoid:
(a) Appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information or their position;
(b) Using Company property or information, or their position for personal gain; and
(c) Competing with the Company.

A corporate business opportunity is an opportunity
(1) which is in the Company’s line of business or proposed expansion or diversification,
(2) which the Company is financially able to undertake and
(3) which may be of interest to the Company. A Director or Senior Management personnel who learns of such a corporate business opportunity and who wishes to avail of it, should disclose such opportunity to the Company’s Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then and only then, may the Director or the Senior Management personnel avail of it, provided that the Director or Senior Management personnel has not wrongfully utilized the Company’s resources in order to acquire such opportunity.

Company Property
In carrying out their duties and responsibilities, Directors and Senior Management personnel should endeavour to ensure that management is causing the Company’s assets, proprietary information and resources to be used by the Company and its employees only for legitimate business purposes of the Company.

Fair Dealing
In carrying out their duties and responsibilities, Directors and Senior Management personnel should endeavour to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and employees.

The Directors and Senior Management personnel should not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

Compliance with Laws and Regulations
In carrying out their duties and responsibilities, Directors and Senior Management personnel should comply and endeavour to ensure that the management is causing the Company to comply with applicable laws, rules and regulations. In addition, if any Director or Senior Management personnel becomes aware of any information that he or she believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Director, then such Director or Senior Management Personnel should bring such information to the attention of the Board of Directors or the Chairman of the Audit Committee.

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. All Directors and Senior Management personnel will comply with Greaves Code on insider trading and the guidelines as issued by SEBI.

It is the responsibility of each Director and Senior Management personnel to become familiar with and understand these laws, regulations, policies and codes and should seek further explanations and advice concerning their interpretation and if required.

Any waiver of or amendments to the Company’s policies or Codes may be made only by the Company’s Board of Directors and will be disclosed promptly as required by applicable laws and regulations including the rules of any Exchange on which the Company’s securities are listed or traded.

Sexual Harassment Policy
Sexual harassment means unwelcome request for sexual favours by Directors/Senior Management personnel, which when rejected by an employee, is used as the basis for decisions affecting the employee’s compensation, terms and other conditions and privileges of employment or preferential treatment when such request is accepted by an employee.

Sexual harassment is an offensive conduct if resorted to by the Directors and Senior Management personnel in the work place and is strictly prohibited.

Any Director or Senior Management personnel who believes or comes to know of any one’s action which constitute such sexual harassment, will immediately report to the Board of Directors or any Committee/person designated by the Board.

Encouraging The Reporting of illegal or unethical Behavior
The Directors and Senior Management personnel should endeavour to ensure that management is causing the Company to promote ethical behaviour and to encourage employees to report evidence of illegal or unethical behaviour to appropriate Company personnel. Directors and Senior Management personnel should endeavour to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company’s Code of Conduct.

Code for Ethics for Senior Management Personnel in Finance
Honesty, integrity and sound judgement of the Senior Management personnel in Finance is fundamental for the success and reputation of the Company. The professional and ethical conduct of the Senior Management personnel in Finance is essential to the proper functioning of the Company. The Senior Management personnel in Finance, shall be bound by the following code of ethics:

Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal, financial and professional relationships. Make fair, accurate, timely disclosure in reports and documents that the Company files with or submits or makes periodically to the shareholders, government authorities and to the public. Disclose to the Board of Directors or any Committee/Officers designated by the Board for this purpose, any material transaction or relationship that reasonably could be expected to give rise to any violations of the Code including actual or apparent conflicts, with the interests of the Company.

Non-Compliance
If any Director or Senior Management personnel who comes to know of or suspects of a violation of applicable laws, rules or regulations or this Code of Conduct, he/she must immediately report the same to the Board of Directors or any designated person/Committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the Senior Management personnel. The Company’s Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Conduct.

Interpretation of Code
Any question or interpretation under this Code of Conduct will be handled by the Board of Directors or any person/Committee authorized by the Board of Directors of the Company. The Board of Directors or any Designated person/Committee has the authority to waive compliance with this Code of 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 of Directors or the designated person/Committee.

Deviation / Waiver
Any deviation/waiver from this Code can only be effected on the sole and absolute discretionary authority of the Board of Directors or any person/Committee designated by the Board of Directors for this purpose.