Code of Conduct

MODEL CODE OF CONDUCT FOR THE MEMBERS OF THE BOARD AND SENIOR MANAGEMENT OF RAJ RAYON INDUSTRIES LIMITED

1-The Members shall exercise their powers in good faith, honestly and in the interest of the Company.

2-The Members shall not make secret profits in derogation of their fiduciary position towards the Company and if such profits are made, they must be accounted for and made over to the Company.

3-Powers vested in the Members under the Articles of Association of the Company, by the Company in General Meeting or by a Board Resolution must be exercised for the proper purpose and to the extent permissible.

4-The Members must avoid direct or indirect personal involvement in any transaction of the Company;

5-Where there is conflict between the interest of the Member and that of the Company, the Member shall put the interest of the Company first.

6-The Member shall not participate in and vote on any discussion in Board Meetings on any resolution or a matter relating to his own affairs or to the affairs of another company in which he is a Director or a Shareholder or relating to a Firm in which he is a Partner or relating to his own Proprietary business.

7-The Member shall not enter into a Contract, the benefits where under would otherwise have accrued to the Company.

8-The Member shall act honestly and exercise reasonable skill and diligence in the discharge of his duties.

9-As far as practicable, the Member shall attend every Meetings of the Board and Committees thereof and shall not absents himself for three consecutive meetings without obtaining leave of absence from the Board.

10-The Member shall disclose his interest in the other Companies / Firms on yearly basis and of changes whenever such changes occurs.

11-The Member shall disclose their Shareholding in the Company and the change in the Shareholding on quarterly basis.

12-The Members shall ensure the proper compliance of all the Statutory compliance's, Rules and Regulations governing the Company.

13-The Member shall devote his attention and abilities to the business of the Company and shall obey the orders, from time to time, of the Board and in all respects conform to and comply with the directions and regulations made by the Board, and shall faithfully serve the Company and use his utmost endeavors to promote the interests of the Company.

14-The Member shall not become interested in or otherwise concerned directly or through his relatives in any selling agency of the Company without obtaining the prior approval of the concerned authorities.

15-The Members shall make confidentiality of all Price Sensitive Information and shall not pass on such information to any person directly or indirectly by way of making recommendation for the purchase or sale of securities of the Company.