Employee code of conduct

Cholamandalam's commitment to ethical and lawful business conduct is a fundamental

shared value of the Board of Directors, the senior management and all other employees of
the Company. Consistent with its Values and Beliefs, Cholamandalam has formulated the
following Code of Conduct as a guide. The Code does not attempt to be comprehensive
or cover all possible situations. It encourages the Chola team to take positive actions,
which are not only commensurate with the Values and Beliefs, but are also perceived to
be so. Cholamandalam expects all its employees to implement the Code in its true spirit
and in case of any doubt or confusion, to consult his/her immediate superior, the head of
HR or the CEO as relevant. For the purpose of this Code, the term "senior management"
shall mean:

a. Executives who are in the grade of General Manager and above;

b. All executives directly reporting to the Chief Executive and
c. Company Secretary

In performing their functions, the directors and senior management of the Company shall:

Act honestly, diligently and in good faith and integrity in all their dealings with and for
the Company. Not use any confidential information obtained by them in the course of
their official duty, whether from the Company or otherwise, for personal gain, or use /
allow the use of such information for the financial benefit for any other person. Not
engage in any business, relationship or activity, which might detrimentally conflict with
the interest of the Company. Maintain the principle of need to know and also
confidentiality of all material non-public information about the Company, its business
and affairs. Abide by all applicable laws and regulations including the Company's
Prevention of Insider Trading code. Not use their status to seek or accept any personal
gains or favours from those doing or seeking to do business with the Company or from
other employees of the company. Not accept, any gifts / donations / comparable benefits
in cash or kind, if it is likely to lead to a business relationship with the Company,
provided that non-cash gifts up to a value not exceeding Rs.2000/- or things which can be
reciprocated like tickets to events, business meals etc., can be accepted. If refusing a gift
beyond this value, would affect a relationship with the Company, the gift may be
accepted and handed over to the Company. Not share any information regarding the
Company, its business and/or affairs with media without the prior approval of the
Corporate Disclosure Officer. In addition, in performing their Board and Board
Committee functions, the directors shall:

a. Not hold position of Director/Advisor with a competitor Company

b. Inform the Chairman of changes in their interests that may interfere with their
ability to perform their duties, and in the case of "independent directors", impact
their independence as a Board member
This Code embodies the belief that acting always with the Company's legitimate interest
in mind and being aware of the Company's responsibility towards its stakeholders is an
essential element of the Company's long term excellence.

Hindustan Motors

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

EXECUTIVES

Philosophy

It has been long pursued policy and commitment of Hindustan Motors (HM) to adhere to
highest standards of integrity – professional and financial – and business ethics in the
operation of its business. We believe that this organisation has been handed to us by the
various stakeholders in "trust” and we as professional managers are the "trustees" of
those stakeholders. It is therefore our responsibility to ensure that the organisation is
managed in a manner that protects and furthers the interests of our stakeholders.

Applicability

The Code of Conduct shall apply to:

1) all Directors of the Company, whether executive or non-executive including nominee
directors;
2) all executives of the Company from the rank of General Manager and above.
3) all executives of the Company, reporting directly to the Managing Director
irrespective of their grade.

The Code
All Directors and Senior Management Executives:

I. Conflict of Interest:
A) shall avoid situations in which their personal interest could conflict with that of the
Company.
B) shall disclose to the appropriate authority/body all cases of Conflict of Interest or
potential Conflict of Interest between the person and the Company.
C) shall neither directly or indirectly, give any official favors for personal purposes nor
spend any money of the Company for personal purposes.

II. Confidentiality/Publicity
D) shall respect the confidentiality of data made available to them from time to time.
Such respect for confidentiality shall also continue after such person ceases to hold office
as Director or serve the organization.
E) shall not give any statement detrimental to the interest of the Company to the press or
any other form of media.
III. Legal Compliance
F) shall adhere to the Insider Trading Code of the Company.
G) shall take every reasonable step to ensure adherence to the laws of the land.

IV. Gender Friendly Environment

H) shall help promote equality of gender, class and caste in so far as the same relates to
the activities of the Company.
I) shall encourage women employees to report any harassment concerns and be
responsive to any complaints of harassment or other unwelcome and offensive conduct.

V. Social Responsibility:
J) shall in their decisions respect the necessity of protecting the environment consistently
with the need of sustainable development.

VI. Cost Consciousness:

K) shall exercise their responsibilities with utmost cost consciousness within the
organization and shall promote the same.
L) shall not use any facility of the Company for their personal use except when such
facility has been provided for personal use by policy or specific permission.

VII. Transparency and Accountability:

M) shall be transparent in all their dealings except in cases where the needs of business
security dictate otherwise and shall hold themselves accountable to the appropriate
authority/body.

VIII. Dealings with People in the Organization:

N) shall practice and encourage the spirit of productive debate and discussion among the
employees and with the Board as the situation may warrant.
O) shall not show disrespect to their superior officers or to the authority of the Board.
P) shall not engage in misinformation, disinformation or personal vilification or
victimisation of any employee or stakeholder.
Q) shall uphold the values of trust, teamwork, mutuality and collaboration, meritocracy,
objectivity, self-respect and human dignity.

IX. Relationship with Suppliers and Customers:

R) shall never compromise with the interest of the company in all their dealings with
suppliers and customers.
S) shall not accept gifts and presents of more than Rs.1000/- or receive gratuitous or other
payments or treatments from suppliers or customers which could lead to compromising
the Company’s interests.

X. General:
T) shall at all times make an endeavor to attend such meetings /occasions including
Board and Committee meetings as are required of the person for the benefit, growth and
development of the Company.
U) shall dedicate sufficient time, energy and attention to the Company to ensure diligent
performance and be aware of and seek to fulfill his or her duties and responsibilities as
set forth in the Company’s Memorandum & Articles of Association and Corporate
Governance Guidelines.
V) shall not use abusive or offensive language at the workplace or any such location
connected to official business.
W) shall not illegally withhold any property or documents of the Company and should
ensure protection of the same at all times.
X) shall not knowingly suppress a material fact, which can be detrimental to the interest
of the Company, from the appropriate authority/body.
Y) shall not make any statement, verify any return or form, containing any particulars,
knowing it to be false.
Z) shall practice a conduct of giving highest respect to humans and human values and
must promote the same.

This code of conduct shall also be placed on the website of the Company.

For employees of the Company ‘appropriate authority’ means the designated reporting
authority of the executive, or the Managing Director of the Company if he is the
designated reporting authority of the executive concerned. In case of members of the
board, the appropriate authority shall be the Board of Directors and in exceptional cases,
the Chairman of the Board.

NO RIGHTS CREATED

This Directors’ Code set forth guidelines for conduct for the Board of Directors and
Senior Management Executives. It is not intended to nor does it create any right in favour
of any Director or Senior Management Executive, client, supplier, customer, shareholder,
or any other person or entity.

Waiver
Any waiver of any provision of this Code of Conduct for a director, senior management
executive must be placed for approval before the Board of Directors.

By order of the Board

ITC’s personal code of conduct

Environment Policies

The Company believes that commitment to sustainable development is a key component of

responsible corporate citizenship and therefore deserves to be accorded the highest priority.
Accordingly, the Company is committed to Best Practices in environmental matters arising out of
its business activities and expects each business to fully demonstrate this commitment.

In addition to complying with applicable laws and regulations, Businesses must establish
procedures for assessing the environmental effects of their present and future activities. They
should adopt Best Practices in their environmental policies and procedures.

Personal Conduct

All directors, senior management and employees have the obligation to conduct themselves in an
honest and ethical manner and act in the best interest of the Company at all times. They are
expected to demonstrate exemplary personal conduct through adherence to the following:

Avoidance of Conflict of Interest

All directors, senior management and employees must avoid situations in which their personal
interest could conflict with the interest of the Company. This is an area in which it is impossible to
provide comprehensive guidance but the guiding principle is that conflict, if any, or potential
conflict must be disclosed to higher management for guidance and action as appropriate.

Transparency and Auditability

All directors, senior management and employees shall ensure that their actions in the conduct of
business are totally transparent except where the needs of business security dictate otherwise.
Such transparency shall be brought about through appropriate policies, systems and processes,
including as appropriate, segregation of duties, tiered approval mechanism and involvement of
more than one manager in key decisions and maintaining supporting records. It shall be
necessary to voluntarily ensure that areas of operation are open to audit and the conduct of
activities is totally auditable.

Protection of Confidential Information

No director, senior management and employee shall disclose or use any confidential information
gained in the course of employment/ association with the Company for personal gain or for the
advantage of any other person. No information either formally or informally shall be provided to
the press, other publicity media or any other external agency except within approved policies.

Company Facilities

No director, senior management and employee shall misuse Company facilities. In the use of
Company facilities, care shall be exercised to ensure that costs are reasonable and there is no
wastage.

Leading by Example

The organisation’s directors and senior management set the professional tone for the Company.
Through both their words and their actions, the organisation’s leadership conveys what is
acceptable and unacceptable behaviour. ITC’s directors, senior management and employees
must constantly reinforce through their actions and behaviour that ITC’s stated beliefs of
responsible corporate citizenship are rooted in individual conviction and personal integrity.

Disciplinary code of conduct