Code of Conduct

The Code of Conduct
For
Board Members andSenior Management Personnel

1. Introduction

1.1 This Code shall be called “The Code of Business Conduct & Ethics for Board Members and Senior Management” of India Trade Promotion Organization Sanguine Media Limited.

1.2 Thepurpose of this code is to reflect business and principles of behavior of theBoard Members and senior management Personnel in affirming their commitment toGood Governance in line with the Company’s philosophy on Corporate Governance.

1.3 This Code has been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Functional Directors and Senior Management personnel will continue to be governed by the Company’s Discipline Rules which govern the conduct of all employees of the Company.

1.4 It shall come into force with effect from1st day of January 2012.

2. Definitions and Interpretations

2.1 The term “Board Members” shall mean Directors on the Board of Directors of the Company.

2.2 The term “Whole-time Directors” or “Functional Directors” shall be the Directors on the Board of Directors of the Company who are in whole-time employment of the company.

2.3 The term “Part-time Directors” shall mean Directors on the Board of Directors of the company who are not in whole-time employment of the company.

2.4 The term “Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956. (Refer Appendix-I).

2.5 Theterm “Senior Management” shall mean personnel of the Company who are members ofits core management team excluding Board of Directors and would comprise allmembers of management one level below the Whole time Directors, including allfunctional heads.

3. Applicability

3.1 This code shall applicable to thefollowing personnel:

All Whole-time Directors including the Chairman & Managing Director of the Company.

All Part-time Directors including Independent Directors under the provisions of law.

Senior Management.

3.2 The Whole-time Directors and Senior Management should continue to comply with other applicable/to be applicable policies, rules and procedures of the Company.

4. Key Requirements

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:

i. Shallact in accordance with the highest standard of honesty, integrity, fairness andethical conduct while working for the Company as well representing the Companywithout allowing their independent judgment to be subordinated and fulfill thefiduciary obligations.

ii. Shallnot involve themselves in making any decision on a subject

matter in which a conflict of interestarises or could arise, between the personal interest and the interest of theCompany. In the event of apprehending ofsuch conflict of interest, the relevant facts shall be disclosed in writingexplaining the circumstances that create or could create the conflicts ofinterest to:

(a) Board of Directors in case of Directors(whole-time & part time) and

(b) Chairman in case of Senior Management Personnel for further directions in the matter.

Shall avoid conducting business with a relative or with Private Company in which the relative is a member or a public limited company in which a relative holds 2% or more shares or voting right or with a firm in which a relative is a partner.

Shall avoid having any personal financial interest in works or conduct awarded by the company.

Shall avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company.

Shall not hold any positions or jobs or engage in outside businesses or other interests that adversely affect the performance of duties of the Company. Whole-time Directors and Senior Management Personnel are expected to devolve their full attention to the business interest of the Company.

Shall not exploit for their own personal gain, opportunities that are discovered through company’s business, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and Chairman as the case may be.

Shall not seek or accept or offer directly or indirectly and gifts, donations, remuneration, hospitability, illegal payments, favor in whatsoever form however described by the customers, vendors, consultants, etc., that is perceived as intended directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, opportunity for committing any fraud.

Shall comply with all applicable laws, rules and regulations and any violation thereon may make them personally liable, Directors and Senior Management Personnel may be subjected to disciplinary action by the Company for violation of provisions of law.

Shall not serve as a Director of any other Company or as a partner or a firm that competes with the Company. Whole Time Directors and Senior Management Personnel shall obtain approval of the Chairman prior to accepting Directorship of any other Company or partnership of a firm.

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 constitute insider information. The Board Members and Senior Management Personnel shall make timely disclosures of (i) trading in the shares of the Company, (ii) transactions having personal interest and (iii) related party transactions that are required to be made under laws, rules & regulations and Code for prevention of Insider Trading in the Securities of the company.

Any information concerning the Company’s business, its customers, suppliers, etc., which is not in the public domain and to which the Board Members and Senior Management Personnel 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. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to be press of any other publicity media, unless specifically authorized.

Shall protect the Company’s assets, labour and information and may not use these for personal use, unless authorized to do so.

5. Enforcement of Code of Conduct

(i)Compliance Officer of the Company shall be the Compliance Officer for the purpose of this code.

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

(iii)Compliance Officer shall report breach of this code, if any, which comes to his notice to the:

(a) Board incase of all Board Members and

(b) Chairman incase of Senior Management Personnel

(iv)All Board Members and Senior Management Personnel shall be subject to anyinternal or external investigation of possible violations of this code. The Company shall ensure confidentiality andprotection to any person who has, in good faith, reported a violation or asuspected violation of law, of this code or other Company policies, or againstany person who is assisting in any investigation or process with respect tosuch a violation.

(v)Penalty for breach of this code by Senior Management Personnel shall bedetermined by the Chairman. In case ofbreach of this code by the Whole-time Directors and/or Part-time Directors, thesame shall be examined by the Board.

(vi)Penalty may include serious disciplinary action, removal from office anddismissal as well as other remedies, including recommendations for any of theabove penalty, to the extent permitted by law and as considered appropriateunder the circumstances.

6. Waiver and Amendments of the code

6.1 No waiver of any of the provisions of this code shall bevalid unless, the Board of Directors of the Company approves such waiver incase of Board members and by Chairman in case of Senior Management Personnel.

6.2 The provisions of this code can be amended by the Boardof Directors of the Company fromtime to time.

7. Insertion of the code in website

· SGLis a listed company this code and any amendments thereto shall be posted on thewebsite of the Company.

8. Affirmation of compliance of the code

· AllBoard members and Senior Management Personnel shall within 30 days of close ofevery financial year affirm compliance with the Code. The Annual Compliance Report shall beforwarded to the Compliance Officer of the Company.

9. Acknowledgement of receipt of the code

· AllBoard Members and Senior Management Personnel shall acknowledge the receipt ofthis code in the acknowledgement form indicating that they have received, readand understood, and agreed to comply with the code and send the same to theCompliance Officer. Upon revision of this code, the Board Members and SeniorManagement Personnel shall acknowledge and execute an understanding of the Codeand an agreement to comply. New Directorswill sign such a deed at the time when their directorship begins.

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