Code Of Conduct For Board Of Directors & Senior Management Of Euro Ceramics Limited

1. Introduction
1.1. This Code of Conduct (“this Code”) shall be called "The Code of Conduct for Board Members and Senior Management Personnel” of Euro Ceramics Limited (hereinafter referred to as “the Company”).

1.2. The subject code has been framed specifically in compliance with the provisions of clause 49 of the listing agreement with stock exchanges.

2. Definition & Interpretation:
2.1. The term "Board Members" shall mean Directors on the Board of Directors of the Company.
2.2. In this code words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.

3. Applicability:
3.1. This code shall be applicable to the following persons:

A. All Whole-time/Executive Directors.

B. All Part-time Directors.

C. All Senior Management Personnel (i.e. the Vice Presidents, the Company Secretary and all senior officers one level below the Board of Directors.).

4. Key Requirements
4.1. The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the Company and observe the following code of conduct:

A. Honesty & Integrity -
All Directors and Senior Managers shall conduct their activities with honesty, integrity and fairness. All Directors and Senior Managers shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors shall act in the best interests of the Company and fulfill the fiduciary obligations.

B. Conflict of Interest -
Directors on the Board of the Company and Senior Managers shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company.

Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential -

• When a director or senior management personnel takes action or has interests that may make it difficult to perform his or her work objectively and effectively.

• The receipt of improper personal benefits by a member of his or her family as a result of one’s position in the Company.

• The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings.

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 and the approval of the Board is required to be obtained.

C. 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 must report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of Directors of a Competitor is not in the interest of the Company.

D. Confidentiality of Information -
Any information concerning the Company’s business, its customers, suppliers etc., which is not in the public domain and to which the Director or Senior Manager has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law.

E. Insider Trading -
Any Director or Senior Manager 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 will comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company.

F. Protection of Assets -
Directors and Senior Managers must protect the company’s assets and Information and may not use these for personal use, unless approved by the Board.

G. Company Funds -
Every Director / Senior Manager is responsible for all Company funds over which he or she exercises control. Company funds must be used only for Company business purposes. Directors/ Senior Manager must not use Company funds for any personal purpose.

H. Periodic Review -
Once every year or upon revision of this Code, every Director/Senior Manager must acknowledge and execute an understanding of the Code and an agreement to comply. New directors/Senior Managers will sign such a deed at the time when their Directorship/Employment begins.

5. Enforcement of Code of Conduct
5.1. Company Secretary shall be the Compliance Officer for the purpose of this code.

5.2. Each Board Member and Senior Management Personnel shall be accountable for fully complying with this code.

5.3. Compliance Officer shall report breach of this code, if any, which comes to his notice to the: (a) Board in case of all Board members and (b) Managing Director in case of Senior Management Personnel

5.4. All Board Members and Senior Management Personnel shall be subject to any internal or external investigation of possible violations of this code.
The Company shall ensure confidentiality and protection to any person who has, in good faith, reported a violation or a suspected violation of law, of this code.

5.5. Penalty for breach of this code by Senior Management Personnel shall be determined by the Managing Director. In case of breach of this code by the Whole-time Directors and/or Part-time Directors, the same shall be examined by the Board.

5.6. Penalty may include serious disciplinary action, removal from office and dismissal as well as other remedies, including recommendations for any of the above penalty, to the extent permitted by law and as considered appropriate under the circumstances.

6. Waiver and Amendments of the code
6.1. The provisions of this code can be amended by the Board of Directors of the Company from time to time.

7. Acknowledgement of receipt of the code

7.1. All Board Members and Senior Management Personnel shall acknowledge the receipt of this code in the acknowledgement form annexed to this Code. (Annexure 1)

ANNEXURE 1.
Acknowledgment of Receipt of Code of Business Conduct and Ethics -
I have received and read the Company’s Code of Conduct for Board of Directors and Senior Managers. I understand the said Code of Conduct and further agree to comply with the said Code of Conduct.

If I have questions concerning the meaning or application of the said Code of Conduct, I know I can consult Secretarial Department, knowing that my questions or reports to these sources will be maintained in confidence.

Name:


Designation:

Signature:

Date: