CODE OF CONDUCT FOR THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF THE COMPANY

INTRODUCTION

RIR Power Electronics Ltd (herein after referred as ‘The Company’) places uncompromising emphasis on Integrity, Ethical conduct and Adherence to regulatory compliances. This code of conduct helps the Company to maintain Highest Standards of Business Ethics and ensure compliance with the legal requirements, specifically under Clause 49 of the Listing Agreement. All Directors and members of Senior Management of the company must act within the authority conferred upon them and with a duty to take informed decisions in the best interests of the company and its shareholders/stakeholders. This code is aims to prevent any wrongdoing and to promote ethical conduct at the Board and Senior Management Level.

COMPLIANCE OF THE CODE OF CONDUCT

With a view to maintain the highest standards of Corporate governance, the following code of conduct should be observed diligently. All Directors and members of the senior management must understand the importance of compliance and the consequences of non-compliance. The company will up-date this Code from time to time to ensure that it reflects changes in the law/regulatory environment and gives appropriate emphasis to current issues of concern. The company will notify such change to all the Directors and members of Senior Management.

CONDUCT

Honesty & Integrity

All Directors and members of Senior Management shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. All the Directors and members of Senior Management will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be affected. The Directors and members of Senior Management will act in the best interests of the Company to fulfill their fiduciary obligations.

Conflict of interest

The Directors on the Board of the company and members of Senior Management shall not engage in any business, relationship or activity, which may be in conflict of interest of the company or the group. Following are some of the common circumstances that may lead to a conflict of interest, actual or potential-

a) The Directors and members of Senior Management should not engage in any activity/employment that interferes with the performance or responsibility to the company or otherwise in conflict with or prejudicial to the company.

b) The Directors and members of Senior Management and their immediate families should not invest in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the Company.

Compliance of all applicable laws

The Directors and members of Senior Management are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behaviour, Directors and members of Senior Management must report any possible violation of law, rules, regulation or the code of conduct to the Chairman. This standard lays down the compliance with all central, local, state and other applicable laws, rules and regulations.

Outside/or 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 disclose such relationships to the Board as and when they are appointed/cease to be on the Board of Directors of other companies and any changes therein.

Protecting the company’s confidential Information and its disclosure

Any information concerning the company’s business, its customers, suppliers etc., which is not in the public domain and to which the Directors and members of Senior Management have access or possesses such information, must be held in confidence, unless the disclosure is required as a matter of law. No Director or member of Senior Management shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.

Receipt of Gifts & offer of Donations

No director or members of Senior Management of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive favours or decisions) for the conduct of business. Nominal gifts and Unsolicited gifts are permissible if they are customary and commonly accepted business courtesies not excessive in value.

Use of Company’s Assets and its protection

The Directors and members of Senior Management must protect the company’s assets including human resources and information and may not use these for personal use, unless approved by the Board.

Waivers

Any waiver of any rule of this Code by any Director or by any member of Senior Management must be approved in writing by the company’s Board and should be disclosed.