| Code
of Business Conduct and Ethics for
Directors / Senior Management |
| The
Board of Directors (the " Board")
of Nucleus Netsoft And GIS (India)
Limited (the "Company")
has adopted the following Code of
Business Conduct and Ethics (the "Code")
for Directors and the Senior Management.
|
| The
Senior Management shall include all
Executives in Top Management Cadre
of the Company (hereafter referred
to as Senior Management in brief).
|
| This
Code is intended to focus the Board
and Senior Management on areas of
ethical risk; provide guidance to
them to help them recognize and deal
with ethical issues; provide mechanisms
to report unethical conduct; and help
foster a culture of honesty and accountability. |
| Each
Director and Senior Management must
comply with the letter and spirit
of this Code. |
| Code
of Conduct |
| 1.
HONESTY AND INTEGRITY |
| Directors
and Senior Management personnel shall
conduct their activities with honesty,
integrity and fairness. Directors'
will act in the best interest of the
company and fulfill the fiduciary
obligations. |
| 2.
CONFLICT OF INTEREST |
| Directors
must avoid any conflicts of interest
between themselves and the Company.
Any situation that involves, or may
reasonably be expected to involve,
a conflict of interest with the Company,
should be disclosed promptly to the
Board /Chairman. |
| A
"Conflict of interest" can
occur when: |
| - |
A
Director's / or Senior Management's
personal interest is adverse
to - or may appear to be adverse
to the interests of the Company
as a whole. |
| - |
A
Director / Senior Management
or a member of his or her immediate
family as defined by the Insider
Trading Regulation of the Company
receives improper personal benefits
as a result of his or her position
as a Director/Senior Management
of the Company. |
|
| Related
party transactions must be fully disclosed
to the Board of the Company. |
| 3.
CORPORATE OPPORTUNITIES |
| Directors
/ Senior Management are prohibited
from: |
| a)
Taking for themselves or their companies
opportunities that are discovered
through the use of Company property,
Company information or position as
a Director/Senior Management; |
| b)
Using the Company's property or information
for personal gain' or |
| c)
Competing with the Company for business
opportunities. However, if the Company's
disinterested Directors determine
that the Company will not pursue an
opportunity that relates to the Company's
business, a Director/Senior Management
may then do so. |
| 4.
BRIBERY AND CORRUPTION |
| No
Director or employee of the Company
will utilize bribery or corruption
in conducting the Company's business.
No Director or employee will offer
or provide either directly or indirectly
any undue pecuniary or other advantages
for the purpose of obtaining, retaining,
directing or securing any improper
business advantage. |
| 5.
INSIDER TRADING |
| All
Directors and Senior Management shall
comply with the Insider Trading Regulations
as laid down by SEBI and the Company. |
| 6.
USE AND PROTECTION OF ASSETS AND INFORMATION |
| The
Directors and Senior Management entrusted
with property belonging to the Company
are responsible for the careful use,
protection, expenditure and administration
of such assets. |
| 7.
CONFIDENTIALITY |
| Directors
must maintain the confidentiality
of information entrusted to them by
the Company and any other confidential
information about the Company that
comes to them, from whatever source,
in their capacity as a Director /
Senior Management, except when disclosure
is authorised or legally mandated.
|
| For
purposes of this Code "confidential
information" includes all non
public information relating to the
Company. |
| 8.
MONITORING CODE |
| Each
Director and Senior Management of
the Company is expected to ensure
his or her personal compliance with
this Code. An Annual reaffirmation
of compliance with this Code is required
of all Directors and Senior Management
of the Company |
| 9.
ENCOURAGING THE REPORTING OF ANY ILLEGAL
OR UNETHICAL BEHAVIOR |
| Directors
/ Senior Management should promote
ethical behavior and take steps to
ensure the Company:- |
| a)
Encourages employees to talk to Supervisors,
managers and other appropriate personnel
when in doubt about the best course
of action in a particular situation. |
| b)
Encourages employees to report violations
of laws, rules, regulations or the
Company's Code of Conduct to appropriate
personnel. |
| 10.
COMPLIANCE STANDARDS |
| Directors
should communicate any suspected violations
of this Code promptly to the Chairman
of the Audit Committee. Senior Management
should communicate any suspected violation
of this code to the Managing Director
who in turn shall communicate it to
the Chairman of the Audit Committee.
Violations will be investigated by
the Board or by persons designated
by the Board, and appropriate action
will be taken in the event of any
violations of the Code |
| Approved
by the Board of Directors at its Board
Meeting held on 23.2.2006. |
| Asit
C. Mehta |
| |