I.Applicability...

This Code of Conduct and Ethics is applicable to all the Board Members, officers and employees, hereinafter referred as “Officers”, of Bhandari Hosiery Exports Limited and associate companies, hereinafter referred to as “Company or Bhandari Group”. This Code  is prepared in accordance with the requirements of Clause 49 of Listing Agreement.

II. Definitions

    (a) “Company” means Bhandari Hosiery Exports Limited.

    (b) “Board Member” means every director of the Company as may be appointed from time to  time.

 (c) “Code of Conduct” means this Code of Conduct for members of the Board and Senior  Management Personnel including modifications made thereto from time to time.

    (d) “Board” means Board of Directors of the Company

   (e) “Senior Management Personnel” means personnel of the Company who are members of its core management team excluding Board of Directors and will comprise all members of management one level below the executive directors, including all functional heads.

III. Philosophy...
Bhandari Group is committed to conducting its business in accordance with the applicable laws, rules, regulations and notifications and with the highest standards of business ethics. The quality of our products and efficiency of our services at the most competitive prices is our greatest strength for our success. The purpose of this Code is to promote ethical conduct and deter wrong doing. This Code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct and to help foster a culture of honesty and accountability. The matters covered in this Code are of the utmost importance to the Company, our shareholders and business partners. Each Officer is expected to comply with the Code in letter and spirit.

The Officers of the Company must not only comply with applicable laws, rules, regulations and notifications but should also promote honest and ethical conduct of business. They must abide by the policies and procedures that govern the conduct of the Company’s business. Their responsibilities include helping create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a congenial work environment that encourages the stakeholders to raise concerns, if any, to the attention of the management.

IV. Conflict of interest...
Each Board Member or Senior Management Personnel should endeavor to avoid having his or her private interests interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively. Board Members and Senior Management Personnel should avoid receiving, or permitting members of their immediate family to receive, improper personal benefits from the Company, including loans from or guarantees of obligations by the Company. A Board Member should make a full disclosure to the entire Board of any transaction or relationship that such a Board Member reasonably expects could give rise to an actual conflict of interest with the Company and seek the Board’s authorization to pursue such transactions or relationships.