XII. Waiver and Interpretation of Code:
This code is subject to modification by continuously reviewing and updating. The Board of Directors or any designated person / committee has the authority to amend or waive compliance with this Code for any Officer of the Company. An Officer seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person / committee. Any question or interpretation under this Code of Conduct and Ethics will be handled by the Board or any person / committee authorized by the Board and its interpretation shall be final and binding on all the Officers of the Company.

XIII. Code of Conduct for Senior Financial Officers:
Honesty, integrity and sound judgment of the senior financial officers is fundamental for the success and reputation of Bhandari Group. The professional and ethical conduct of the senior financial officers is essential to the proper functioning of the Company. The senior finance officers as well as directors of the company shall be bound by the following code of ethics: 

Ø      Act with honesty and integrity, avoiding actual or apparent conflict of interests between personal, financial and professional relationships.

Ø      Promote ethical and honest behavior within the company.

Ø     Make full, fair, accurate, timely and understandable disclosure in reports and documents that the company files with, or submits or makes periodically to the shareholders, government authorities and to the public.

Ø     Maintain the knowledge and skills that are necessary and relevant to the Company’s needs, at all times.

Ø     Comply with the governmental laws, rules, regulations and notifications applicable to the Company’s business.

Ø     Disclose to the Board or any committee / officer designated by the Board for this purpose, any material transaction or relationship that reasonably could be expected to give rise to any violations of the code including actual or apparent conflicts with the interests of the Company.

Ø     Promote prompt reporting or violations of the code of conduct to the Board of Directors or any person / committee designated for this purpose as may be necessary.

Ø     Respect the confidentiality of information acquired in the course of employment unless legally obliged to disclose and ensure that no such confidential information is used for personal advantage / benefits.

Ø     Act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts.

Ø     Refrain from any inappropriate or undue influence of any kind in all dealings with independent auditors, and avoid actual or apparent conflicts with analysis.

Ø     Achieve responsible use of and control over all assets and resources employed or entrusted to them.

This Code applies to the principal officers and all the employees in the finance and accounts function in Bhandari  Group. All senior financial officers should abide by and adhere to the Code. Any violation of the code will result in appropriate disciplinary action including dismissal from the services of the Company.

XIV. Disclosure

This Code of Conducts for Board Member and Senior Management Personnel sets forth guidelines for conduct for the Board Members and Senior Management Personnel.

The Board Member and the Senior Management Personnel shall affirm the compliance with the Code on annual basis. Board Member and Senior Management Personnel will annually sign a confirmation that they have read and complied with this Code. The Annual Report of the Company shall carry a declaration to this effect signed by the Managing Director of the Company.

XV. Acknowledgment of receipt of Code of Conduct

I have received and read the Company’s Code of Conduct and Ethics. I understand the standards and policies contained in the Company’s Code and in laid policies or laws specific to my job. I further agree to comply with the Company Code of Conduct and Ethics. If I have any questions concerning the meaning or application of the Company’s Code of Conduct and Ethics, any policies or the legal or regulatory requirements applicable to my job, I would consult the Company Secretary knowing that my questions or reports to these sources will be maintained in confidence.