| CODE OF BUSINESS CONDUCT AND ETHICS FOR THE BOARD OF DIRECTORS OF Glodyne Technoserve Limited. This Directors Code of Conduct ( Code) applies to the Directors of Glodyne Technoserve Limited ( “Company”). All Directors must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders. INTERPRETATION: The Board will handle all questions or interpretation falling under or relating to this Code. The Board may authorize any of its committee / person for this. 1) All Directors shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. 2) They shall act in the best interests of the Company and fulfill their fiduciary obligations. 3) Directors on the Board of the Company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company. If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act. 4) All the Directors shall refrain from engaging in any activity (unless disclosed to the Board and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the interest of the Company. All the Directors shall also disclose their interest in any of the transaction to be entered into by the Company with any parties, in accordance with the Companies Act, 1956. 5) Directors are required to comply with all the applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behavior, they must report any possible violation of law, rules, regulation or the Code of Conduct to the Compliance Officer. 6) Any information concerning the Company’s business, its customers, suppliers etc., which is confidential or not in the public domain and to which the Director has access or possesses such information, must be held in confidence, and should not be disclosed, unless authorized or legally required to do so. No Director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized or required under law. 7) Any Director 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. They will comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company, from time to time. 8) All the Directors shall give to the Company their maximum possible time and attention to ensure that they contribute to the success of the Company enhancement of the Shareholders value. 9) All the Directors shall affirm compliance with the Code of Conduct on annual basis. 10) This Code of conduct is a statement of certain fundamental principles, ethics, values, policies and procedures that govern the Directors of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity. |