Veto Switchgears And Cables Limited

COD E OF C OND UCT FOR BOARD MEMBERS AND SENIOR

MANAGERS
A Code of Conduct (hereinafter referred to as the Code) is hereby adopted
as mentioned in Clause 5 of the S!" Listing Agreement with #ational Stoc$
"%change of &ndia Limited' and such code is applicable to all the (irectors and
Senior !anagers' de)ned as the members of core management team who are
one le*el below the +oard,
-he (irectors of the Company' hereinafter referred to as the +oard is
committed to stringent compliance of all the pre*alent and applicable Laws'
rules' regulations and adoption of best industry practices in Corporate
.o*ernance,
Code of Conduct
-his Code of Conduct and "thics (Code) helps maintain the standards of
business conduct of the Company' Veto Switchgears And Cables Limited'
together with its subsidiaries' and ensures compliance with legal
re/uirements,
-his Code is designed to deter wrongdoing and promote' among other things'
(0) 1onest and ethical conduct'
() 2bligations under *arious applicable Laws and 3rohibition against &nsider
trading'
(4) 5inancial reporting and accounting re/uirement
(6) 3rotecting Company7s con)dential information
(5) .ifts
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(8) Violation and disciplinary actions
(9) !odi)cations and wai*er of code'
(:) ;esponsibilities to our employees' customer and suppliers'
(<) Con=ict of interest,
All the (irectors and Senior !anagers of the Company are e%pected to read
and understand this Code' uphold these standards in day>to>day acti*ities'
comply with all applicable policies and procedures,

1. Honest and Ethca! conduct
&t shall be the )rst and foremost duty of e*ery (irector and Senior !anager
to act in accordance with the highest standards of personal and
professional integrity' honesty and ethical conduct, "thical conduct
includes the ethical handling of actual or apparent con=icts of
interest between personal and professional relationships,
-he (irectors and Senior !anagers shall consider honest conduct to be
conducted that is free from fraud or deception,
". O#!$atons unde% &a%ous a''!ca#!e (a)s and *%oh#ton
a$anst Insde% t%adn$
2bligations under the &ndian securities laws apply to t he (irectors and
Senior !anagers as the Company is listed on the #ational Stoc$ "%change
of &ndia Limited, -hey shall abide by the Company7s insider trading policy
in compliance with the S"+& (3rohibition of &nsider -rading) ;egulations
0<<' as adopted by the +oard of (irectors of the Company,
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+. Fnanca! %e'o%tn$ and accountn$ %e,u%e-ents.
&t is important that all transactions are properly recorded' classi)ed and
summari?ed in our )nancial statements' boo$s and records in
accordance with our policies' controls and procedures' as well as all
generally accepted accounting principles' standards' laws' rules and
regulations for accounting and financial reporting,
-he (irectors and Senior !anagers should see$ to ensure that the internal
controls and procedures in the company are in place' understood and
followed,
.. *%otectn$ the Co-'an/ con0denta! nfo%-aton
-he Company7s con)dential information is a *aluable asset, -he
Company7s con)dential information includes product architectures@
source codes@ product plans' proprietary and technical information' such
as trade secrets and in*entions@ names and lists of customers' dealers'
and employees@ )nancial information and proAections@ non public
information about customers' suppliers and others@ and much of its
internal data, -his information is the property of the Company and may be
protected by patent' trademar$' copyright and trade secret laws, All
con)dential information must be used for Company business purposes
only, "*ery (irectors and Senior !anagers must safeguard it, -his
responsibility also includes' not disclosing the Company con)dential
information such as information regarding the CompanyBs ser*ices or
business' o*er the internet,
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1. Gfts
-he Company regards the gi*ing and recei*ing of gifts' compliments'
fa*ours or entertainment as inherently comprising unless they are of
reasonable *alue (i, e, not e%tra*agant) under *alid business circumstances,
1owe*er gifts of money shall ne*er be accepted or gi*en,
Cnder no circumstances may the (irectors and Senior !anagers accept
any oDer' payment' promise to pay' or authori?ation to pay any money'
gift' or anything of *alue from customers' suppliers' *endors'
consultants' etc, that is percei*ed as intended' directly or indirectly' to
in=uence any business decision' any act or failure to act' any
commitment of fraud' or opportunity for the commission of any fraud,
&ne%pensi*e gifts' infre/uent business meals' celebratory e*ents and
entertainment' pro*ided that they are not e%cessi*e or create an
appearance of impropriety' may not *iolate this policy,
2. 3o!aton and dsc'!na%/ actons
Violation of any applicable law' this Code or other Company policies or
procedures by the (irector and Senior !anager can lead to disciplinary
action up to and including termination, (isciplinary actions may include
immediate termination of employment at the Company7s sole discretion,
Ehere the Company has suDered a loss' it may pursue legal actions
against the indi*iduals or entities responsible, Ehere laws ha*e been
*iolated' the Company will cooperate fully with the appropriate
authorities,
7. Mod0catons and 4a&e% of Code
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+oard of (irectors and Senior !anagement are committed to
continuously re*iewing and updating our policies and procedures,
-herefore' this Code is subAect to modi)cation and wai*er, Any amendment
or wai*er of any pro*ision of this Code must be appro*ed in writing by
the Company7s +oard of (irectors and promptly disclosed on the
Company7s website in applicable regulatory )lings pursuant to applicable
laws and regulations' together with details about the nature of the
amendments or wai*er,
5. Res'ons#!tes to ou% custo-e% and su''!e%s
&f the Aob of any (irector and Senior !anager re/uires interfacing or
contacting any Company customers or potential customers' it is important
to remember that you represent the Company to the people with whom you
are dealing, Act in a manner that creates *alue for our Customers and help
build a relationship based upon trust, -he Company and its employees ha*e
pro*ided ser*ices for many years and ha*e built up signi)cant goodwill o*er
the years, -his goodwill is one of our most important assets' and they must
act to preser*e and enhance Company7s reputation,
-he CompanyBs suppliers ma$e signi)cant contributions to our success, -o
create an en*ironment where our suppliers ha*e an incenti*e to wor$ with
the Company' they must be con)dent that they will be treated lawfully and
in an ethical manner, -he CompanyBs policy is to purchase supplies based
on need' /uality' ser*ice' price and terms and conditions, -he CompanyBs
policy is to select signi)cant suppliers or enter into signi)cant supplier
agreements though a competiti*e bid process where possible, Cnder no
circumstances should any Company director' oFcer' employee or third
party agent attempt to coerce suppliers in any way,
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Veto Switchgears And Cables Limited
6. Con7ct of nte%est
A con=ict of interest e%ists where the interests or bene)ts of one person or
entity con=ict with the interests or bene)ts of the Company -he decisions
and actions of the (irectors and Senior !anagers in the course of
employment with the Company should be based on the best interests of the
Company' and not based on personal relationships or bene)ts, "ach of
them has a responsibility to the Company and its sta$eholders, Although
this duty does not pre*ent them from engaging in personal transactions and
in*estments' it does demand the a*oidance of situations where a con=ict of
interest might occur or appear to occur or ability to e%ercise independent
Audgment in the Company7s best interest is compromised,
18. A9%-aton
All (irectors and Senior !anagers shall aFrm compliance with the Code of
Conduct on annual basis within 4G days of close of e*ery )nancial year
ending on 40
st
!arch,
-he Annual AFrmation (as per format speci)ed hereunder) addressed to
the +oard shall be forwarded to the secretary of the Company within the
said period of 4G days,
A9%-aton
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Veto Switchgears And Cables Limited
-o'
-he +oard of (irectors'
Veto Switchgears and Cables Limited'
(>' 5irst 5loor ' !alad &nd, "state'
;amchandra Lane "%tension'
Hachpada' !alad(w)'
!umbai
& IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII do hereby aFrm that & ha*e complied with the
Code of Conduct for +oard !embers and Senior !anagers of our Company
during the )nancial year end on 40
st
!arch' IIIII,
Signature IIIIIIIIIIIII
#ame IIIIIIIIIIIIIII
(esignation IIIIIIIIIIIIII
3lace
(ateIIIIIIIIIIIII
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