INTRODUCTION

CODE OF CONDUCT

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Unlike labour law, corporate codes of conduct do not have any authorized definition. The
concept "corporate code of conduct" refers to companies' policy statements that define
ethical standards for their conduct. There is a great variance in the ways these statements
are drafted.

Corporate codes of conduct are completely voluntary. They can take a number of formats
and address any issue - workplace issues and workers' rights being just one possible
category. Also, their implementation depends totally on the company concerned.

Potential authors of a code are the founder, board of directors, CEO, top management,
legal departments, consultants. The process can involve employee representatives and/or
randomly or otherwise selected employees.

The Conference Board (A not-for-profit, non-advocacy business membership and

research organization, connecting senior executives from more than 2,300 enterprises in
over 60 nations) distributes the formats in three categories:

• Compliance codes: directive statements giving guidance and prohibiting certain

kinds of conduct.
• Corporate credos: broad general statements of corporate commitments to
constituencies, values and objectives.
• Management philosophy statements: formal enunciations of the company or
CEO's way of doing business.

In its survey, the United States Labour Department made a distinction between the
following kinds of formats:

• Special documents (typically referred to as "codes of conduct") outlining

company values, principles and guidelines in a variety of areas. These documents
are a means for companies to clearly and publicly state the way in which they
intend to do business to their suppliers, customers, consumers and shareholders.
• Circulated letters stating company policies on a certain issue to all suppliers,
contractors and/or buying agents.

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 • Compliance certificates, which require suppliers, buying agents, or contractors to
certify in writing that they abide by the company's stated standards.
• Purchase orders or letters of credit, making compliance with the company policy a
contractual obligation for suppliers.

Fundamentally, a code of conduct depends on its credibility: the extent to which it is

taken seriously by industry, unions, consumers and governments. Credibility, in turn,
depends on monitoring, enforcement and transparency: the extent to which foreign
contractors and subcontractors, workers, the public, nongovernmental organisations and
governments are aware of the code's existence and meaning.

A code can be made transparent through its posting and dissemination and through
training regarding its provisions. Monitoring can be internal (e.g. through a committee,
ombudsman, regular reporting obligation, field visits, or hot lines) or external (e.g.
through an NGO, outside auditor, or consultant). Responses to violations by employees,
subsidiaries, vendors or business associates can include: monetary fines or penalties, the
imposition of probationary status, demands for corrective action, providing education to
the violator (particularly in the case of child labor violations), cancellation of an
individual contract, and severance of the employment or business relationship. Positive
reinforcement of respect for the requirements of a code of conduct includes retention of
current contracts and awarding of additional contracts.

CODE OF ETHICS

A code of ethics is a tangible guide to ethically desirable behavior. It is prepared in the

light of the customers beliefs, values and laws prevailing in a society. There are three
types of codes in business

1 Company Creed or Philosophy: It refers to the guidelines evolved by an enterprise to

guide the behavior of its staff. It reflects the V moral stance of tile founder and top
management of the company. it serves as the link between the moral values of the
company and the ethical standard of society.

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2. Policy Guidelines: Every industry may develop certain ethical guidelines for
management decisions and actions in member firms.

3. Professional Code of conduct: Professional bodies such as All India Management

Association, institute of Chartered Accountants of India, institute of Company
Secretaries of India, Institute of Cost and Works Accountants of India, etc. have
formulated codes of conduct. Such a professional code of conduct is binding on all the
members of the concerned professional body.

BENEFITS OF ETHICAL CODES

Managers are sometimes faced with situations which are ethically ambiguous without any
clear cut ethical guidelines .These ambiguous can be avoided f there is a formal and
specific codes of ethics. Such a codes specifies the behaviour that is expected in a given
situation. The code serves the following groups.

• Customer :When an organization follows a code of conduct,its customers are

protected against undesirable transactions,e.g.,price discrimination,misleading
advertisement etc.They can deal with confidence and there anxiety is eliminated

• Employees : Employees know what type of behaviour is expected of them. They

can easily distinguish between ethical and unethical acts and thereby avoid
unethical practices

• Company : The company gains from a code because it has to exercise less control
over the behaviour of its employees. The ccode also serve as a basic for
maintaining public relations

• Industry : Codes of conduct leads to healthy competitions and fair trade practices
in the industry. Therefore the industry can gain in a socially responsible manner

• Society : Society is the ultimate beneficially of ethical code .when professionals

follow certain specified patterns of behaviour the social cause is served better

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This Code of Business Conduct and Ethics helps ensure compliance with legal
requirements and our standards of business conduct. All Company employees are
expected to read and understand this Code of Business Conduct and Ethics, uphold these
standards in day to day activities, comply with all applicable policies and procedures, and
ensure that all agents and contractors are aware of, understand and adhere to these
standards.

Because the principles described in this Code of Business Conduct and Ethics are general
in nature, you should also review all applicable Company policies and procedures for
more specific instruction and contact the Human Resources Department or Legal
Department if you have any questions.

Nothing in this Code of Business Conduct and Ethics, in any company policies and
procedures, or in other related communications (verbal or written) creates or implies an
employment contract or term of employment.

We are committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code of Business Conduct and Ethics is subject to modification. This
Code of Business Conduct and Ethics supersedes all other such codes, policies,
procedures, instructions, practices, rules or written or verbal representations to the extent
they are inconsistent.

Compliance Is Everyone's Business

Ethical business conduct is critical to our business. As an employee, your responsibility is

to respect and adhere to these practices. Many of these practices reflect legal or
regulatory requirements. Violations of these laws and regulations can create significant
liability for you, the Company, its directors, officers and other employees.Part of your job
and ethical responsibility is to help enforce this Code of Business Conduct and Ethics.
You should be alert to and report possible violations in accordance with our
whistleblower policy which sets forth:

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Any report may be made anonymously, at your option, and must be made in one of the
following ways:

• By contacting your supervisor;

• By contacting our Vice President, Human Resources or General Counsel

• By calling the EthicsPoint Hotline at 1-866-384-4277 or on-line at

www.ethicspoint.com, which will process your report and forward it to
appropriate TIBCO personnel for investigation; or

• By mail to the Audit Committee at:

• TIBCO Software Inc.

You must cooperate in any internal or external investigations of possible violations.

Reprisal, threats, retribution or retaliation against any person who has in good faith
reported a violation or a suspected violation of law, this Code of Business Conduct or
other Company policies, or against any person who is assisting in any investigation or
process with respect to such a violation, is prohibited. The company has a more detailed
set of guidelines with respect to reporting violations. You are expected to review,
understand and follow such policies and procedures.

Violations of law, this Code of Business Conduct and Ethics, or other Company policies
or procedures should be reported to the Human Resources Department or the Legal
Department and may lead to disciplinary action up to and including termination.

In trying to determine whether any given action is appropriate, use the following test.
Imagine that the words you are using or the action you are taking is going to be fully
disclosed in the media with all the details, including your photo. If you are uncomfortable
with the idea of this information being made public, perhaps you should think again
about your words or your course of action.In trying to determine whether any given
action is appropriate, use the following test. Imagine that the words you are using or the
action you are taking is going to be fully disclosed in the media with all the details,

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including your photo. If you are uncomfortable with the idea of this information being
made public, perhaps you should think again about your words or your course of action.

In all cases, if you are unsure about the appropriateness of an event or action, please seek
assistance in interpreting the requirements of these practices by contacting the Legal
Department.

Your Responsibilities To The Company And Its

Stockholders

A. General Standards of Conduct

The Company expects all employees, agents and contractors to exercise good judgment
to ensure the safety and welfare of employees, agents and contractors and to maintain a
cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at offsite
locations where our business is being conducted, at Company sponsored business and
social events, or at any other place where you are a representative of the Company.
Employees, agents or contractors who engage in misconduct or whose performance is
unsatisfactory may be subject to corrective action, up to and including termination.

B. Applicable Laws

The Company expects all employees, agents and contractors to exercise good judgment
to ensure the safety and welfare of employees, agents and contractors and to maintain a
cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at offsite
locations where our business is being conducted, at Company sponsored business and
social events, or at any other place where you are a representative of the Company.

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Employees, agents or contractors who engage in misconduct or whose performance is
unsatisfactory may be subject to corrective action, up to and including termination.

C. Conflicts of Interest

Each of us has a responsibility to the Company, our stockholders and each other.
Although this duty does not prevent us from engaging in personal transactions and
investments, it does demand that we avoid situations where a conflict of interest might
occur or appear to occur. The Company is subject to scrutiny from many different
individuals and organizations. We should always strive to avoid even the appearance of
impropriety.

A conflict of interest exists where the interests or benefits of one person or entity conflict
with the interests or benefits of the Company. Examples include:

(i) Employment/Outside Employment. In consideration of your employment with the

Company, you are expected to devote your full attention to the business interests of the
Company. You are prohibited from engaging in any activity that interferes with your
performance or responsibilities to the Company or is otherwise in conflict with or
prejudicial to the Company. Our policies prohibit any employee from accepting
simultaneous employment with a Company supplier, customer, developer or competitor,
or from taking part in any activity that enhances or supports a competitor's position.
Additionally, you must disclose to the Company any interest that you have that may
conflict with the business of the Company. If you have any questions on this requirement,
you should contact your supervisor or the Human Resources Department.

(ii) Outside Directorships. It is a conflict of interest to serve as a director of any

company that competes with the Company. Although you may serve as a director of a
Company supplier, customer, developer or other business partner, our policy requires that
such position not conflict or otherwise interfere with your duties to the Company and that
you first obtain written approval from the Company's General Counsel, and notice to the
CEO, before accepting a directorship. Any compensation you receive should be

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commensurate with your responsibilities in your capacity as a director. Such approval
may be conditioned upon the completion of specified actions.

(iii) Business Interests.. If you are considering investing in a Company customer,

supplier, developer or competitor, you must first take great care to ensure that these
investments do not compromise your responsibilities to the Company. Many factors
should be considered in determining whether a conflict exists, including the size and
nature of the investment; your ability to influence the Company's decisions; your access
to confidential information of the Company or of the other company; and the nature of
the relationship between the Company and the other company. You should generally try
to avoid even the appearance of impropriety or conflict.

(iv) Related Parties. As a general rule, you should avoid conducting Company business
with a relative or significant other, or with a business in which a relative or significant
other is associated in any significant role. Relatives include spouse, sister, brother,
daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step
relationships, and in laws. Significant others include persons living in a spousal
(including same sex) or familial fashion with an employee.

If such a related party transaction is unavoidable, you must fully disclose the nature of the
related party transaction to the Company's Chief Financial Officer. If determined to be
material to the Company by the Chief Financial Officer, the Company's Audit Committee
must review and approve in writing in advance such related party transactions. The most
significant related party transactions, particularly those involving the Company's
directors or executive officers, must be reviewed and approved in writing in advance by
the Company's Board of Directors. The Company must report all such material related
party transactions under applicable accounting rules, federal securities laws, SEC rules
and regulations, and securities market rules. Any dealings with a related party must be
conducted in such a way that no preferential treatment is given to this business.

The Company discourages the employment of relatives and significant others in positions
or assignments within the same department and prohibits the employment of such

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individuals in positions that have a financial dependence or influence (e.g., an auditing or
control relationship, or a supervisor/subordinate relationship). The purpose of this policy
is to prevent the organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by this policy,
the Human Resources Department is responsible for determining whether an applicant's
or transferee's acknowledged relationship is covered by this policy. The Human
Resources Department shall advise all affected applicants and transferees of this policy.
Willful withholding of information regarding a prohibited relationship/reporting
arrangement may be subject to corrective action, up to and including termination. If a
prohibited relationship exists or develops between two employees, the employee in the
senior position must bring this to the attention of his/her supervisor. The Company retains
the prerogative to separate the individuals at the earliest possible time, either by
reassignment or by termination, if necessary.

(v) Other Situations. Because other conflicts of interest may arise, it would be
impractical to attempt to list all possible situations. If a proposed transaction or situation
raises any questions or doubts in your mind you should consult the Legal Department.

D. Corporate Opportunities

Employees, officers and directors may not exploit for their own personal gain
opportunities that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company's Board of
Directors, and the Board of Directors declines to pursue such opportunity.

E. Protecting the Company's Confidential Information

The Company's confidential information is a valuable asset. The Company's confidential

information includes product architectures; source code; product plans and road maps;

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names and lists of customers, dealers, and employees; and financial information. This
information is the property of the Company and may be protected by patent, trademark,
copyright and trade secret laws. All confidential information must be used for Company
business purposes only. Every employee, agent and contractor must safeguard it. THIS
RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY
CONFIDENTIAL INFORMATION, SUCH AS INFORMATION REGARDING THE
COMPANY'S PRODUCTS OR BUSINESS, OVER THE INTERNET. You are also
responsible for properly labeling any and all documentation shared with or
correspondence sent to the Company's Legal Department or outside counsel as "Attorney
Client Privileged". This responsibility includes the safeguarding, securing and proper
disposal of confidential information in accordance with the Company's policy on
Maintaining and Managing Records (Subsection I) set forth in Section 1.3 of this Code of
Business Conduct and Ethics. This obligation extends to confidential information of third
parties that the Company has rightfully received under Non Disclosure Agreements. See
the Company's policy dealing with Handling Confidential Information of Others
(Subsection D) set forth in Section 1.4 of this Code of Business Conduct and Ethics.

(i) Non-Disclosure/Assignment Agreement. When you joined the Company, you signed
an agreement to protect and hold confidential the Company's proprietary information.
This agreement remains in effect for as long as you work for the Company and after you
leave the Company. Under this agreement, you may not disclose the Company's
confidential information to anyone or use it to benefit anyone other than the Company
without the prior written consent of an authorized Company officer.

(ii) Disclosure of Company Confidential Information. To further the Company's

business, from time to time our confidential information may be disclosed to potential
business partners. However, such disclosure should never be done without carefully
considering its potential benefits and risks. If you determine in consultation with your
manager and other appropriate Company management that disclosure of confidential
information is necessary, you must then contact the Legal Department to ensure that an
appropriate written non-disclosure agreement is signed prior to the disclosure. The
Company has standard non-disclosure agreements suitable for most disclosures. You

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must not sign a third party's non-disclosure agreement or accept changes to the
Company's standard non-disclosure agreements without review and approval by the
Company's Legal Department. Furthermore, any employee publication or publicly made
statement that might be perceived or construed as attributable to the Company, made
outside the scope of his or her employment with the Company, must be reviewed and
approved in writing in advance by the Company's Legal Department and must include the
Company's standard disclaimer that the publication or statement represents the views of
the specific author and not of the Company.

(iii) Requests by Regulatory Authorities. The Company and its employees, agents and
contractors must cooperate with appropriate government inquiries and investigations. In
this context, however, it is important to protect the legal rights of the Company with
respect to its confidential information. All government requests for information,
documents or investigative interviews must be referred to the Company's Legal
Department. No financial information may be disclosed without the prior approval of the
Chief Financial Officer.

(iv) Company Spokespeople. Specific policies have been established regarding who
may communicate information to the press and the financial analyst community. All
inquiries or calls from the press and financial analysts should be referred to the Chief
Financial Officer or Investor Relations Department. The Company has designated its
Chief Executive Officer, Chief Financial Officer and Investor Relations Department as
official Company spokespeople for financial matters. The Company has designated its
Public Relations Department as official Company spokespeople for marketing, technical
and other such information. These designees are the only people who may communicate
with the press on behalf of the Company. Therefore, if you receive a call from any
journalist or analyst, even a simple request to confirm information you think everyone
knows, refer the call to the Chief Financial Officer or the Investor Relations Department.

F. Obligations Under Securities Laws-Insider Trading

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Obligations under the U.S. securities laws apply to everyone. In the normal course of
business, officers, directors, employees, agents, contractors and consultants of the
Company may come into possession of significant, sensitive information. This
information is the property of the Company-you have been entrusted with it. You may
not profit from it by buying or selling securities yourself, or passing on the information to
others to enable them to profit or for them to profit on your behalf. The purpose of this
policy is both to inform you of your legal responsibilities and to make clear to you that
the misuse of sensitive information is contrary to Company policy and U.S. securities
laws.

Insider trading is a crime, penalized by substantial civil and criminal fines as well as
imprisonment for individuals. Insider traders must also disgorge any profits made, and
are often subjected to an injunction against future violations. Finally, insider traders may
be subjected to civil liability in private lawsuits.

Employers and other controlling persons (including supervisory personnel) are also at
risk under U.S. securities laws. Controlling persons may, among other things, face even
greater criminal and civil fines and penalties if they recklessly fail to take preventive
steps to control insider trading.

Thus, it is important both to you and the Company that insider-trading violations not
occur. You should be aware that stock market surveillance techniques are becoming
increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities
will detect and prosecute even small level trading is significant. Insider trading rules are
strictly enforced, even in instances when the financial transactions seem small. You
should contact the Chief Financial Officer or the General Counsel if you are unsure as to
whether or not you are free to trade.

The Company has imposed a trading blackout period on all members of the Board of
Directors, officers and employees at or above the level of Director (Grade 12) . These
directors, officers and employees generally may not trade in Company securities during
the blackout period.

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For more details, and to determine if you are restricted from trading during trading
blackout periods, you should review the Company's Insider Trading Policy, which is
posted on the Company internal web site. You should take a few minutes to read the
Insider Trading Policy carefully, paying particular attention to the specific policies and
the potential criminal and civil liability and/or disciplinary action for insider trading
violations. Employees, agents and contractors of the Company who violate this Policy are
also subject to disciplinary action by the Company, which may include termination of
employment or of business relationship. All questions regarding the Company's Insider
Trading Policy should be directed to the Company's General Counsel or Chief Financial
Officer.

G. Prohibition Against Short Selling of Company Stock

No Company director, officer or other employee, agent or contractor may, directly or

indirectly, sell any equity security, including derivatives, of the Company if he or she (i)
does not own the security sold, or (ii) if he or she owns the security, does not deliver it
against such sale (a "short sale against the box") within twenty (20) days thereafter, or
does not within five (5) days after such sale deposit it in the mails or other usual channels
of transportation. No Company director, officer or other employee, agent or contractor
may engage in short sales. A short sale, as defined in this policy, means any transaction
whereby one may benefit from a decline in the Company's stock price. While employees
who are not executive officers or directors are not prohibited by law from engaging in
short sales of Company's securities, the Company has adopted as policy that employees
may not do so.

H. Use of Company's Assets

(i) General. Protecting the Company's assets is a key fiduciary responsibility of every
employee, agent and contractor. Care should be taken to ensure that assets are not
misappropriated, loaned to others, or sold or donated, without appropriate authorization.
All Company employees, agents and contractors are responsible for the proper use of

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Company assets, and must safeguard such assets against loss, damage, misuse or theft.
Employees, agents or contractors who violate any aspect of this policy or who
demonstrate poor judgment in the manner in which they use any Company asset may be
subject to disciplinary action, up to and including termination of employment or business
relationship at the Company's sole discretion. Company equipment and assets are to be
used for Company business purposes only. Employees, agents and contractors may not
use Company assets for personal use, nor may they allow any other person to use
Company assets. Employees who have any questions regarding this policy should bring
them to the attention of the Company's Human Resources Department.

(ii) Physical Access Control. . The Company has and will continue to develop
procedures covering physical access control to ensure privacy of communications,
maintenance of the security of the Company communication equipment, and safeguard
Company assets from theft, misuse and destruction. You are personally responsible for
complying with the level of access control that has been implemented in the facility
where you work on a permanent or temporary basis. You must not defeat or cause to be
defeated the purpose for which the access control was implemented.

(iii) Company Funds. Every Company employee is personally responsible for all
Company funds over which he or she exercises control. Company agents and contractors
should not be allowed to exercise control over Company funds. Company funds must be
used only for Company business purposes. Every Company employee, agent and
contractor must take reasonable steps to ensure that the Company receives good value for
Company funds spent, and must maintain accurate and timely records of each and every
expenditure. Expense reports must be accurate and submitted in a timely manner.
Company employees, agents and contractors must not use Company funds for any
personal purpose.

(iv) Computers and Other Equipment. The Company strives to furnish employees with
the equipment necessary to efficiently and effectively do their jobs. You must care for
that equipment and use it responsibly only for Company business purposes. If you use
Company equipment at your home or off site, take precautions to protect it from theft or

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damage, just as if it were your own. If the Company no longer employs you, you must
immediately return all Company equipment. While computers and other electronic
devices are made accessible to employees to assist them to perform their jobs and to
promote the Company's interests, all such computers and electronic devices, whether
used entirely or partially on the Company's premises or with the aid of the Company's
equipment or resources, must remain fully accessible to the Company and, to the
maximum extent permitted by law, will remain the sole and exclusive property of the
Company.

Employees, agents and contractors should not maintain any expectation of privacy with
respect to information transmitted over, received by, or stored in any electronic
communications device owned, leased, or operated in whole or in part by or on behalf of
the Company. To the extent permitted by applicable law, the Company retains the right to
gain access to any information received by, transmitted by, or stored in any such
electronic communications device, by and through its employees, agents, contractors, or
representatives, at any time, either with or without an employee's or third party's
knowledge, consent or approval.

(v) Software. All software used by employees to conduct Company business must be
appropriately licensed. Never make or use illegal or unauthorized copies of any software,
whether in the office, at home, or on the road, since doing so may constitute copyright
infringement and may expose you and the Company to potential civil and criminal
liability. In addition, use of illegal or unauthorized copies of software may subject the
employee to disciplinary action, up to and including termination. The Company's
Information Technology Department ("IT Department") will inspect Company computers
periodically to verify that only approved and licensed software has been installed. Any
non licensed/supported software will be removed.

(vi) Electronic Usage. The purpose of this policy is to make certain that employees
utilize electronic communication devices in a legal, ethical, and appropriate manner. This
policy addresses the Company's responsibilities and concerns regarding the fair and
proper use of all electronic communications devices within the organization, including

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computers, e mail, connections to the Internet, intranet and extranet and any other public
or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting
or discussing information concerning the Company's products, employees, or business on
the Internet without the prior written consent of the Company's Chief Financial Officer is
prohibited. Any other form of electronic communication used by employees currently or
in the future is also intended to be encompassed under this policy. It is not possible to
identify every standard and rule applicable to the use of electronic communications
devices. Employees are therefore encouraged to use sound judgment whenever using any
feature of our communications systems. The company has a complete set of policies with
respect to electronic usage of the Company's assets. You are expected to review,
understand and follow such policies and procedures.

I. Maintaining and Managing Records

The purpose of this policy is to set forth and convey the Company's business and legal
requirements in managing records, including all recorded information regardless of
medium or characteristics. Records include paper documents, CDs, computer hard disks,
email, floppy disks, microfiche, microfilm or all other media. The Company is required
by local, state, federal, foreign and other applicable laws, rules and regulations to retain
certain records and to follow specific guidelines in managing its records. Civil and
criminal penalties for failure to comply with such guidelines can be severe for employees,
agents, contractors and the Company, and failure to comply with such guidelines may
subject the employee, agent or contractor to disciplinary action, up to and including
termination of employment or business relationship at the Company's sole discretion. The
complete set of policies with respect to maintaining and managing records can be viewed
on the intranet at:

http://inside.tibco.com/codes_of_conduct_and_ethics. You are expected to review

understand and follow such policies and procedures.

J. Records on Legal Hold

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A legal hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or government
investigations. The Company's Legal Department determines and identifies what types of
Company records or documents are required to be placed under a legal hold. Every
Company employee, agent and contractor must comply with this policy. Failure to
comply with this policy may subject the employee, agent or contractor to disciplinary
action, up to and including termination of employment or business relationship at the
Company's sole discretion.

The Company's Legal Department will notify you if a legal hold is placed on records for
which you are responsible. You then must preserve and protect the necessary records in
accordance with instructions from the Company's Legal Department. RECORDS OR
SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL
HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY
CIRCUMSTANCES. A legal hold remains effective until it is officially released in
writing by the Company's Legal Department. If you are unsure whether a document has
been placed under a legal hold, you should preserve and protect that document while you
check with the Legal Department.

(i) Accounting Practices. The Company's responsibilities to its stockholders and the
investing public require that all transactions be fully and accurately recorded in the
Company's books and records in compliance with all applicable laws. False or misleading
entries, unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy and the
law. Additionally, all documentation supporting a transaction should fully and accurately
describe the nature of the transaction and be processed in a timely fashion.

ii) Political Contributions. The Company reserves the right to communicate its position
on important issues to elected representatives and other government officials. It is the
Company's policy to comply fully with all local, state, federal, foreign and other
applicable laws, rules and regulations regarding political contributions. The Company's
funds or assets must not be used for, or be contributed to, political campaigns or political

18
practices under any circumstances without the prior written approval of the Company's
General Counsel and, if required, the Board of Directors.

(iii) Prohibition of Inducements. Under no circumstances may employees, agents or

contractors offer to pay, make payment, promise to pay, or issue authorization to pay any
money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived
as intended, directly or indirectly, to improperly influence any business decision, any act
or failure to act, any commitment of fraud, or opportunity for the commission of any
fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment,
provided that they are not excessive or create an appearance of impropriety, do not
violate this policy. Questions regarding whether a particular payment or gift violates this
policy should be directed to Human Resources or the Legal Department.

L. Foreign Corrupt Practices Act

The Company requires full compliance with the Foreign Corrupt Practices Act (FCPA)
by all of its employees, agents, and contractors.

The anti bribery and corrupt payment provisions of the FCPA make illegal any corrupt
offer, payment, promise to pay, or authorization to pay any money, gift, or anything of
value to any foreign official, or any foreign political party, candidate or official, for the
purpose of: influencing any act or failure to act, in the official capacity of that foreign
official or party; or inducing the foreign official or party to use influence to affect a
decision of a foreign government or agency, in order to obtain or retain business for
anyone, or direct business to anyone.

All Company employees, agents and contractors whether located in the United States or
abroad, are responsible for FCPA compliance and the procedures to ensure FCPA
compliance. All managers and supervisory personnel are expected to monitor continued
compliance with the FCPA to ensure compliance with the highest moral, ethical and
professional standards of the Company. FCPA compliance includes the Company's policy
on Maintaining and Managing Records (Subsection I) in Section 1.3 of this Code of

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Business Conduct and Ethics and the Worldwide Anti-bribery Policy. A link to the policy
is also provided in Section 6.6.

Laws in most countries outside of the United States also prohibit or restrict government
officials or employees of government agencies from receiving payments, entertainment,
or gifts for the purpose of winning or keeping business. No contract or agreement may be
made with any business in which a government official or employee holds a significant
interest, without the prior written approval of the Company's General Counsel.

M. Export Controls

A number of countries maintain controls on the destinations to which products or

software may be exported. Some of the strictest export controls are maintained by the
United States against countries that the U.S. government considers unfriendly or as
supporting international terrorism. The U.S. regulations are complex and apply both to
exports from the United States and to exports of products from other countries, when
those products contain components or technology of U.S. origin. Software created in the
United States is subject to these regulations even if duplicated and packaged abroad. In
some circumstances, an oral presentation containing technical data made to foreign
nationals in the United States may constitute a controlled export. The Legal Department
can provide you with guidance on which countries are prohibited destinations for
Company products or whether a proposed technical presentation to foreign nationals may
require a U.S. Government license.

N. Communications with Analysts

It is very important to TIBCO that all communications with analysts comply with
applicable laws and that they are consistent and in accordance with executive level
management. Therefore, the only employees authorized to discuss TIBCO matters with
analysts are the CEO, CFO, Senior VP, Worldwide Marketing and the VP, Investor
Relations (together "Spokespersons"). Any other employee who is contacted by an

20
analyst must refer the analyst to a Spokeperson. Only the CEO or CFO may authorize
another employee to speak with an analyst.

Responsibilities To Our Customers And Our Suppliers

A. Customer Relationships

If your job puts you in contact with any Company customers or potential customers, it is
critical for you to remember that you represent the Company to the people with whom
you are dealing. Act in a manner that creates value for our customers and helps to build a
relationship based upon trust. The Company and its employees have provided products
and services for many years and have built up significant goodwill over that time. This
goodwill is one of our most important assets, and the Company employees, agents and
contractors must act to preserve and enhance our reputation.

B. Payments or Gifts

Under no circumstances may employees, agents or contractors accept any offer, payment,
promise to pay, or authorization to pay any money, gift, or anything of value from
customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly,
to influence any business decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts, infrequent business
meals, celebratory events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy. Questions regarding
whether a particular payment or gift violates this policy are to be directed to Human
Resources or the Legal Department.

Gifts given by the Company to suppliers or customers or received from suppliers or

customers should always be appropriate to the circumstances and should never be of a
kind that could create an appearance of impropriety. The nature and cost must always be
accurately recorded in the Company's books and records.

21
C. Publications of Others

The Company subscribes to many publications that help employees do their jobs better.
These include newsletters, reference works, online reference services, magazines, books,
and other digital and printed works. Copyright law generally protects these works, and
their unauthorized copying and distribution constitute copyright infringement. You must
first obtain the consent of the publisher of a publication before copying publications or
significant parts of them. When in doubt about whether you may copy a publication,
consult the Legal Department.

D. Handling the Confidential Information of Others

The Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their products
or business plans to induce the Company to enter into a business relationship. At other
times, we may request that a third party provide confidential information to permit the
Company to evaluate a potential business relationship with that party. Whatever the
situation, we must take special care to handle the confidential information of others
responsibly. We handle such confidential information in accordance with our agreements
with such third parties. See also the Company's policy on Maintaining and Managing
Records (Subsection I) in Section 1.3 of this Code of Business Conduct and Ethics.

(i) Appropriate Non-Disclosure Agreements. Confidential information may take many

forms. An oral presentation about a company's product development plans may contain
protected trade secrets. A customer list or employee list may be a protected trade secret.
A demo of an alpha version of a company's new software may contain information
protected by trade secret and copyright laws.

You should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be confidential,
unless an appropriate non-disclosure agreement has been signed with the party offering
the information. THE LEGAL DEPARTMENT CAN PROVIDE NON-DISCLOSURE

22
AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL
COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
BEHALF OF THE COMPANY. The Company's standard form non-disclosure
agreement applicable to most commercial transactions is posted on the internal web site.
Even after a non-disclosure agreement is in place, you should accept only the information
necessary to accomplish the purpose of receiving it, such as a decision on whether to
proceed to negotiate a deal. If more detailed or extensive confidential information is
offered and it is not necessary, for your immediate purposes, it should be refused.

(ii) Need to Know. Once a third party's confidential information has been disclosed to
the Company, we have an obligation to abide by the terms of the relevant non-disclosure
agreement and limit its use to the specific purpose for which it was disclosed and to
disseminate it only to other Company employees with a need to know the information.
Every employee, agent and contractor involved in a potential business relationship with a
third party must understand and strictly observe the restrictions on the use and handling
of confidential information. When in doubt, consult the Legal Department.

(iii) Notes and Reports. When reviewing the confidential information of a third party
under a non-disclosure agreement, it is natural to take notes or prepare reports
summarizing the results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports, however,
can include confidential information disclosed by the other party and so should be
retained only long enough to complete the evaluation of the potential business
relationship. Subsequently, they should be either destroyed or turned over to the Legal
Department for safekeeping or destruction. They should be treated just as any other
disclosure of confidential information is treated: marked as confidential and distributed
only to those Company employees with a need to know.

(iv) Competitive Information. You should never attempt to obtain a competitor's

confidential information by improper means, and you should especially never contact a
competitor regarding their confidential information. While the Company may, and does,
employ former employees of competitors, we recognize and respect the obligations of

23
those employees not to use or disclose the confidential information of their former
employers.

E. Selecting Suppliers

The Company's suppliers make significant contributions to our success. To create an

environment where our suppliers have an incentive to work with the Company, they must
be confident that they will be treated lawfully and in an ethical manner. The Company's
policy is to purchase supplies based on need, quality, service, price and terms and
conditions. The Company's policy is to select significant suppliers or enter into
significant supplier agreements though a competitive bid process where possible. Under
no circumstances should any Company employee, agent or contractor attempt to coerce
suppliers in any way. The confidential information of a supplier is entitled to the same
protection as that of any other third party and must not be received before an appropriate
non-disclosure agreement has been signed. A supplier's performance should never be
discussed with anyone outside the Company without the supplier's specific prior consent.
A supplier to the Company is generally free to sell its products or services to any other
party, including competitors of the Company. In some cases where the products or
services have been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales. Always consult the Legal
Department in advance with respect to any such restrictions.

F. Government Relations

It is the Company's policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public officials, and to
adhere to high ethical, moral and legal standards of business conduct. This policy
includes strict compliance with all local, state, federal, foreign and other applicable laws,
rules and regulations. If you have any questions concerning government relations you
should contact the Company's Legal Department.

24
G. Lobbying

Employees, agents or contractors whose work requires lobbying communication with any
member or employee of a legislative body or with any government official or employee
in the formulation of legislation must have prior written approval of such activity from
the Company's General Counsel. Activity covered by this policy includes meetings with
legislators or members of their staffs or with senior executive branch officials.
Preparation, research, and other background activities that are done in support of
lobbying communication are also covered by this policy even if the communication
ultimately is not made.

H. Government Contracts

It is the Company's policy to comply fully with all applicable laws and regulations that
apply to government contracting. It is also necessary to strictly adhere to all terms and
conditions of any contract with local, state, federal, foreign or other applicable
governments. The Company's Legal Department must review and approve all contracts
with any government entity.

I. Free and Fair Competition

Most countries have well developed bodies of law designed to encourage and protect free
and fair competition. The Company is committed to obeying both the letter and spirit of
these laws. The consequences of not doing so can be severe.These laws often regulate the
Company's relationships with its distributors, resellers, dealers, and customers.
Competition laws generally address the following areas: pricing practices (including price
discrimination), discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling, restrictions on
carrying competing products, termination, and many other practices.

Competition laws also govern, usually quite strictly, relationships between the Company
and its competitors. As a general rule, contacts with competitors should be limited and
25
should always avoid subjects such as prices or other terms and conditions of sale,
customers, and suppliers. Employees, agents or contractors of the Company may not
knowingly make false or misleading statements regarding its competitors or the products
of its competitors, customers or suppliers. Participating with competitors in a trade
association or in a standards creation body is acceptable when the association has been
properly established, has a legitimate purpose, and has limited its activities to that
purpose.

Although the spirit of these laws, known as "antitrust," "competition," or "consumer

protection" or unfair competition laws, is straightforward, their application to particular
situations can be quite complex. To ensure that the Company complies fully with these
laws, each of us should have a basic knowledge of them and should involve our Legal
Department early on when questionable situations arise.

J. Industrial Espionage

It is the Company's policy to lawfully compete in the marketplace. This commitment to

fairness includes respecting the rights of our competitors and abiding by all applicable
laws in the course of competing. The purpose of this policy is to maintain the Company's
reputation as a lawful competitor and to help ensure the integrity of the competitive
marketplace. The Company expects its competitors to respect our rights to compete
lawfully in the marketplace, and we must respect their rights equally. Company
employees, agents and contractors may not steal or unlawfully use the information,
material, products, intellectual property, or proprietary or confidential information of
anyone including suppliers, customers, business partners or competitors.

Disciplinary Actions

The matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are essential
to the Company's ability to conduct its business in accordance with its stated values. We

26
expect all of our employees, agents, contractors and consultants to adhere to these rules in
carrying out their duties for the Company.

The Company will take appropriate action against any employee, agent, contractor or
consultant whose actions are found to violate these policies or any other policies of the
Company. Disciplinary actions may include immediate termination of employment or
business relationship at the Company's sole discretion. Where the Company has suffered
a loss, it may pursue its remedies against the individuals or entities responsible. Where
laws have been violated, the Company will cooperate fully with the appropriate
authorities. You should review the Company's policies and procedures.

The Code of Conduct

Who it applies to:

All Members of the MRS must comply with this Code. It applies to all Members,
whether they are engaged in consumer, business to business, social, opinion, international
or any other type of confidential research project.

It applies to all Members irrespective of the sector or methodologies used e.g.

quantitative, qualitative, mystery shopping.

It also applies to MRS Members when conducting non-market research exercises using
research techniques e.g. database building or research projects which are used for
purposes other than research. More detail about these activities can be found in the
guidelines Using Research Techniques for Non-Research Purposes and clause B48..

27
The purpose of the Code:

The Code of Conduct is designed to support all those engaged in market, social or
opinion research in maintaining professional standards.

The Code is also intended to reassure the general public and other interested parties that
research is carried out in a professional and ethical manner.

The principles of the Code:

These are the core principles of the MRS Code of Conduct which are based upon the
ESOMAR principles (visit www.esomar.org for more details):

1. Market researchers will conform to all relevant national and international laws.

2. Market researchers will behave ethically and will not do anything which might
damage the reputation of market research.

3. Market researchers will take special care when carrying out research among
children and other vulnerable groups of the population.

4. Respondents’ cooperation is voluntary and must be based on adequate, and not

misleading, information about the general purpose and nature of the project when
their agreement to participate is being obtained and all such statements must be
honoured.

5. The rights of respondents as private individuals will be respected by market

researchers and they will not be harmed or disadvantaged as the result of cooperating
in a market research project.

28
 6. Market researchers will never allow personal data they collect in a market
research project to be used for any purpose other than market research.

7. Market researchers will ensure that projects and activities are designed, carried
out, reported and documented accurately, transparently, objectively and to appropriate
quality.

8. Market researchers will conform to the accepted principles of fair competition.

The structure of the Code:

Section A of the Code sets out general rules of professional conduct.

Section B of the Code sets out more specific rules of professional conduct as they apply
in different aspects of research. The Appendix sets out the ICC/ESOMAR International
Code of Marketing and Social Research Practice.

MRS Guidelines and Regulations

A full list of guidelines, which provide additional best practice guidance, appear on the
Society’s. Unless otherwise stated these guidelines are not binding. Binding guidelines
currently in force are as follows:

1. MRS guidance on data protection (which has been written and agreed with the
regulator, the Information Commissioner’s Office) is binding on Members (except
those that are published as consultative drafts).

2. MRS Guidance Note on Prize Draws which is based on other self-regulatory

rules.

29
MRS regulations, including those for using research techniques for non-research
purposes (which are detailed in a separate document), are binding on Members.

MRS Disciplinary Regulations

Under the MRS Disciplinary Regulations, membership may be withdrawn or other

disciplinary action taken, if a Member is deemed guilty of unprofessional conduct. This
is defined as a Member:

a) being guilty of any act or conduct which, in the opinion of a body appointed by
Council, might bring discredit on the profession, the professional body or its
Members; or
b) being found by a body appointed by Council to be guilty of any breach of the rules set
out in Sections A and/or B of this Code of Conduct; or
c) being found by a body appointed by Council to be guilty of any breach of the
provisions set out in any MRS binding guideline laid down from time-to-time by the
Council; or
d) being found by a body appointed by Council to be guilty of any breach of any other
regulations laid down from time-to-time by Council; or
e) failing without good reason to assist the professional body in the investigation of a
complaint; or
f) in the absence of mitigating circumstances having become bankrupt or having made
any arrangement or composition with his/her creditors; or
g) being found to be in breach of the Data Protection Act 1998 or other comparable
legislation applicable outside the UK. Or being found, by a body appointed by
Council, to have infringed any of the 8 data protection principles set out in the Act or
similar provisions set out in comparable legislation outside the UK.

Note that where more than one MRS Member is involved in a matter under complaint,
whilst the MRS reserves the right to proceed with an investigation and other relevant

30
processes against all such Members under its Disciplinary Regulations, it will usually
apply its discretion to proceed only against the most senior MRS Member(s) involved.

Definitions for the Purposes of the MRS Code of

Conduct

Agency :
Agency includes any individual, organisation, department or division, including any
belonging to the same organisation as the Clie nt which is responsible for, or acts as,
a supplier on all or part of a research project.

Company Partner:
An organisation with MRS Members that has signed the MRS Company Partner Service
Quality Commitment which applies throughout the organisation.

Confidential Research:
Confidential research describes research projects which are for the purposes of
research (as defined below) and do not disclose personal details at an identifiable
level.

Identity :
The identity of a Respondent includes, as well as his/her name and/or address, any
other information which offers a reasonable chance that he/she can be identified by
anyone who has access to the information.

Interviewer:
Person involved in the collection of data for market, opinion and social research
purposes.

31
Introduction to Sections A and B

Sections A and B below set out rules of professional conduct.

Section A sets out general rules. Section B sets out more specific rules as they apply in
different aspects of research.

All rules set out in Sections A and B must be observed and adhered to by all MRS
Members with any involvement, or with any responsibility, at any level in a matter. This
means that more than one MRS Member might be in breach of a rule in respect of the
same matter.

Note that where more than one MRS Member is involved in a matter under complaint,
whilst the MRS reserves the right to proceed with an investigation and other relevant
processes against all such Members under its Disciplinary Regulations, it will usually
apply its discretion to proceed only against the most senior MRS Member(s) involved.

All MRS Members should be aware that if found under the MRS Disciplinary Regulations
to be in breach of any of the rules in Sections A and/or B of this Code, he/she will be
deemed guilty of unprofessional conduct and disciplinary action may be taken against
him/her.

For further information about the MRS disciplinary procedure, MRS Members are
referred to the relevant section in the Introduction to this Code and to the Disciplinary
Regulations themselves (which are available on www.mrs.org.uk)

32
 Review Of Literature

INTRODUCTION

The Market Research Society (MRS)

With members in more than 70 countries, MRS is the world’s largest association
representing providers and users of market, social, and opinion research, and business
intelligence.

MRS serves both individuals and organisations who identify with its core values of
professionalism, excellence, and effectiveness.

It has a diverse membership of individual researchers within agencies, independent

consultancies, client-side organisations, the public sector and the academic community –
at all levels of seniority and in all job functions.

MRS Company Partners include agencies, suppliers, and buyers of all types and sizes
who are committed throughout their organisations to supporting the core MRS values.

All individual members and Company Partners agree to self-regulatory compliance with
the MRS Code of Conduct. Extensive advice to support this commitment is provided by
MRS through its Codeline service and by publication of a wide range of specialist
guidelines on best practice.

33
MRS offers various qualifications and membership grades, as well as training and
professional development resources to support them. It is the official awarding body in
the UK for vocational qualifications in market research.

MRS is a major supplier of publications and information services, conferences and

seminars, and many other meeting and networking opportunities for researchers.

MRS is “the voice of the profession” in its media relations and public affairs activities on
behalf of professional research practitioners, and aims to achieve the most favourable
climate of opinion and legislative environment for research.

34
 RESEARCH METHODOLOGY

Unlike labour law, corporate codes of conduct do not have any authorized definition. The
concept "corporate code of conduct" refers to companies' policy statements that define
ethical standards for their conduct. There is a great variance in the ways these statements
are drafted.

Corporate codes of conduct are completely voluntary. They can take a number of formats
and address any issue - workplace issues and workers' rights being just one possible
category. Also, their implementation depends totally on the company concerned.

The process can involve employee representatives and/or randomly or otherwise selected
employees.Fundamentally, a code of conduct depends on its credibility: the extent to
which it is taken seriously by industry, unions, consumers and governments. Credibility,
in turn, depends on monitoring, enforcement and transparency: the extent to which
foreign contractors and subcontractors, workers, the public, nongovernmental
organisations and governments are aware of the code's existence and meaning.

A code can be made transparent through its posting and dissemination and through
training regarding its provisions. Monitoring can be internal (e.g. through a committee,
ombudsman, regular reporting obligation, field visits, or hot lines) or external (e.g.
through an NGO, outside auditor, or consultant). Responses to violations by employees,
subsidiaries, vendors or business associates can include: monetary fines or penalties, the
imposition of probationary status, demands for corrective action, providing education to
the violator (particularly in the case of child labor violations), cancellation of an
individual contract, and severance of the employment or business relationship

SECONDARY DATA- collected from:

• Books
• Internet

35
 COMPANY PROFILE

TATA GROUP

As much an institution as it is a business conglomerate, the Tata Group is unique in more

ways than one. Established by Jamsetji Tata in the second half of the 19th century, the
Group has grown into one of India's biggest and most respected business organizations,
thanks in no small part to its entrepreneurial vision, its commitment to ideals that put
people before profits, and its fortitude in the face of adversity.

The Tata Group comprises 98 operating companies in seven business sectors: information
systems and communications; engineering; materials; services; energy; consumer
products; and chemicals. The Group was founded by Jamsetji Tata in the mid 19th
century, a period when India had just set out on the road to gaining independence from
British rule. Consequently, Jamsetji Tata and those who followed him aligned business
opportunities with the objective of nation building. This approach remains enshrined in
the Group's ethos to this day.

The Tata Group is one of India's largest and most respected business conglomerates, with
revenues in 2005-06 of $21.9 billion (Rs 967,229 million), the equivalent of about 2.8 per
cent of the country's GDP, and a market capitalisation of $71.8 billion as on October 25,
2007. Tata companies together employ some 246,000 people. The Group's 28 publicly
listed enterprises — among them stand out names such as Tata Steel, Tata Consultancy
Services, Tata Motors and Tata Tea — have a combined market capitalisation that is the
highest among Indian business houses in the private sector, and a shareholder base of
over 2 million. The Tata Group has operations in more than 85 countries across six
continents, and its companies export products and services to 80 countries.

The Tata family of companies shares a set of five core values: integrity, understanding,
excellence, unity and responsibility. These values, which have been part of the Group's
beliefs and convictions from its earliest days, continue to guide and drive the business
decisions of Tata companies. The Group and its enterprises have been steadfast and

36
distinctive in their adherence to business ethics and their commitment to corporate social
responsibility. This is a legacy that has earned the Group the trust of many millions of
stakeholders in a measure few business houses anywhere in the world can match.

COMPANIES

The Tata family of enterprises comprises 98 companies in seven business sectors. This
section lists all these companies under the sectors in which they operate, besides the two
promoter companies of the Group. Visitors can, by clicking on the relevant links, get a
profile of individual companies, their subsidiaries (if any), their products and services,
contact details, etc.

• Promoter companies
• Global operations
• Seven business sectors

Promoters companies

Promoter companies
Tata Sons Tata Industries
Divisions: Divisions:
Tata Financial Services Tata Interactive Systems
Tata Quality Management Tata Strategic Management
Services Group

ENGINEERING
AUTOMOTIVE
Tata AutoComp Systems
Subsidiaries / associates / joint ventures: Automotive Composite Systems
International,
Automotive Stampings and Assemblies, Knorr Bremse Systems for Commercial
Vehicles, TACO Engineering,
TACO Faurecia Design Centre, TACO Hendrickson Suspension Systems, TACO

37
 Interiors and Plastics Division,
TacoKunststofftechnik, TACO MobiApps Telematics, TACO Supply Chain
Management, TACO Tooling,
TACO Visteon Engineering Center, Tata Ficosa Automotive Systems, Tata Johnson
Controls Automotive,
Tata Toyo Radiator, Tata Yazaki AutoComp, TC Springs, Technical Stampings
Automotive
Tata Motors
Subsidiaries / associates / joint ventures: Concorde Motors, HV Axels, HV
Transmissions,
Nita Company, TAL Manufacturing Solutions, Tata Cummins, Tata Daewoo
Commercial Vehicles Company,
Tata Engineering Services, Tata Precision Industries, Tata Technologies, Telco
Construction Equipment
ENGINEERING SERVICES
Tata Projects
TCE Consulting Engineers
Voltas
ENGINEERING PRODUCTS
TAL Manufacturing Solutions
Telco Construction Equipment Company
TRF
MATERIALS
COMPOSITES
Tata Advanced Materials
METALS
Tata Steel
Subsidiaries / associates / joint ventures: Hooghly Met Coke and Power Company,
Jamshedpur Injection Powder (Jamipol), Jamshedpur Utility and Service Company
Limited (JUSCO),
Lanka Special Steel, mjunction services, NatSteel, Sila Eastern Company, Tata
BlueScope Steel,
Tata Metaliks, Tata Pigments, Tata Refractories, Tata Ryerson, Tata Sponge Iron,
Tata Steel (Thailand),
Tata Steel KZN, Tayo Rolls, The Dhamra Port Company, The Indian Steel and

38
 Wire Products,
The Tinplate Company of India, TM International Logistics, TRF
ENERGY
POWER
Tata BP Solar India
Tata Power
Subsidiaries / associates / joint ventures: Tata Ceramics, Tata Power Trading, North
Delhi Power Limited
OIL AND GAS
Tata Petrodyne

CHEMICALS
Rallis India
Tata Chemicals
Tata Pigments
PHARMA
Advinus Therapeutics
SERVICES
HOTELS AND REALTY
Indian Hotels (Taj group)
Subsidiaries / associates / joint ventures: Taj Air, Roots Corporation (Ginger
Hotels)
THDC
Tata Realty and Infrastructure
FINANCIAL SERVICES
Tata AIG General Insurance
Tata AIG Life Insurance
Tata Asset Management
Tata Capital
Tata Financial Services
Tata Investment Corporation
OTHER SERVICES
Tata Quality Management Services
Tata Services
Tata Strategic Management Group

39
CONSUMER PRODUCTS
Infiniti Retail
Tata Tea
Subsidiaries / associates / joint ventures: Tetley Group, Tata Coffee, Tata Tetley,
Tata Tea Inc
Tata Ceramics
Tata McGraw Hill Publishing Company
Titan Industries
Trent

INFORMATION SYSTEMS AND COMMUNICATIONS

TATA GROUP MANAGEMENT

The Tata Group is headed by Group chairman Ratan Tata. The Group Executive Office
and the Group Corporate Centre are the two decision-making bodies that define and
direct the business endeavours of the Tata Group. Each company has its own
management.

VALUES AND PURPOSE

PURPOSE
At the Tata Group our purpose is to improve the quality of life of the communities we
serve. We do this through leadership in sectors of national economic significance, to
which the Group brings a unique set of capabilities. This requires us to grow aggressively
in focused areas of business.

Our heritage of returning to society what we earn evokes trust among consumers,
employees, shareholders and the community. This heritage is being continuously

40
enriched by the formalisation of the high standards of behaviour expected from
employees and companies.

The Tata name is a unique asset representing leadership with trust. Leveraging this asset
to enhance Group synergy and becoming globally competitive is the route to sustained
growth and long-term success.

Five core values

The Tata Group has always sought to be a value-driven organisation. These values
continue to direct the Group's growth and businesses. The five core Tata values
underpinning the way we do business are:

Integrity: We must conduct our business fairly, with honesty and transparency.
Everything we do must stand the test of public scrutiny.
Understanding: We must be caring, show respect, compassion and humanity for our
colleagues and customers around the world, and always work for the benefit of the
communities we serve.
Excellence: We must constantly strive to achieve the highest possible standards in
our day-to-day work and in the quality of the goods and services we provide.
Unity: We must work cohesively with our colleagues across the Group and with our
customers and partners around the world, building strong relationships based on
tolerance, understanding and mutual cooperation.
Responsibility: We must continue to be responsible, sensitive to the countries,
communities and environments in which we work, always ensuring that what comes
from the people goes back to the people many times over.

PRODUCTS AND SERVICES

Homes and individuals

Agricultural appliances (Tata Agrico)

41
Agrochemicals (Rallis)
Books (Tata McGraw-Hill)
Cellular products and services (Tata Indicom)
Ceramics (Tata Ceramics)
Charter flights (Taj Air)
Coffee (Tata Coffee)
Cooling appliances (Voltas)
Credit card (Tata Sons)
Electronics (Infiniti Retail)
Entertainment (Tata Sky)
Fertilisers (Tata Chemicals)
Financial services (investment: Tata Asset Management, Tata Investment Corporation)
Food products (food additives: Tata Chemicals; spices: Tata Tea, Tata Coffee)
Garments and home products (Westside)
Holiday homes (Tata Coffee)
Home appliances (Tata BP Solar)
Hotels (Indian Hotels)
Housing (THDC)
Insurance (Tata AIG Life, Tata AIG General)
Jewellery (Tanishq)
Leather products (Tata International)
Multi-utility vehicles (Tata Motors)
Passenger cars (Tata Motors)
Tea (Tata Tea, Tetley)
Telecommunications (Tata Indicom, VSNL)
Watches, clocks (Titan,raga,nebula,fasttrack,flip)

INDUSTRIES AND COMPANIES

Agricultural inputs
Agrochemicals (Rallis)
Fertilisers (Tata Chemicals)
Automotive
Automotive components (TACO)
Automotive services (TACO, Tata Technologies)
Commercial vehicles (Tata Motors)
Diesel engines (Tata Cummins)
Aviation
Charter flights (Taj Air)
Chemicals
Chemicals (Tata Chemicals, Rallis)
De-sulphurising compounds (Jamipol)
Communications
Broadband services (Tata Indicom)
Telecommunications (Tata Indicom)
Consultancy

42
 Management consultancy (Tata Economic Consultancy Services, Tata Strategic
Management Group)
Electronics
Digital disc recorder (Tata Elxsi)
Energy
Oil and gas (Tata Power)
Power (Tata Power, Tata Projects)
Solar energy (Tata BP Solar)
Engineering
Air-conditioning products and services (Voltas)
Bearings (Tata Steel)
Construction equipment (Telcon, Voltas)
Engineering consultancy (TCE Consulting Engineers)
Engineering equipment and services (TRF, Voltas)
Engineering projects and project services (Tata Projects, Voltas)
Industrial electronics (Nelco)
Industrial machinery (Voltas)
Manufacturing engineering (TAL Manufacturing Solutions)
Mining and material handling equipment (Voltas)
Precision equipment (Tata Precision Industries)
Financial services
Insurance (Tata AIG General, Tata AIG Life)
Investment (Tata Asset Management, Tata Investment Corporation, Tata
International AG)
Food products
Coffee (Tata Coffee)
Food additives (Tata Chemicals)
Spices (Tata Tea, Tata Coffee)
Tea (Tata Tea, Tata Tea Inc)
Hospitality
Hospitality (Indian Hotels)
Information technology
IT-enabled services (SerWizSol)
IT products and solutions (TCS, CMC, Tata InfoTech, Nelito Systems, Tata
Interactive Services)
IT services (TCS, CMC, Tata InfoTech, Tata Technologies, Nelito Systems)
Infrastructure
Construction services (Tata Projects, Voltas)
Realty (THDC)
Materials
Advanced composites (Tata Advanced Materials)
Cement (Tata Chemicals)
Dolomite Refractories (Tata Refractories)
Pig iron (Tata Metallic)
Pigments (Tata Pigments)

43
 Renewable wood (Tata Conswood)
Roll manufacture and supply (Tayo Rolls)
Sponge iron (Tata Sponge Iron)
Steel (Tata Steel)
Steel processing and distribution (Tata Ryerson)
Tinplate (Tinplate Company of India)
Tubes (Tata Steel)
Publishing
E-learning (Tata Interactive)
Publishing (Tata McGraw-Hill)
Trading
E-trading (junction services)
Trading (Tata International, Tata AG, Tata Incorporated, Tata Limited)

TATA TECHNOLOGIES LTD.

The Tata Technologies Group helps great manufacturers create great products.
Through its operating companies, INCAT and Tata Technologies iKS, the Tata
Technologies Group is an emerging world leader in the provision of specialized IT-
enabled consulting, services and products to leading manufacturers. It responds to
customers’ needs through its operations across 12 countries on three continents and
through its offshore development centers in India and Thailand. The Group’s customers
are among the world’s premier automotive, aerospace and consumer durable
manufacturers.

INCAT - Tata Technologies Company

INCAT is the world's leading independent global professional services company engaged
in Product & Information Lifecycle Management, Engineering & Design Services,
Enterprise Solutions and Plant Automation. INCAT focuses on enabling manufacturers to
improve revenue and profit by realizing a superior product portfolio.

INCAT's services include product design, analysis and production engineering;

Knowledge Based Engineering; product lifecycle management, enterprise resource
planning and customer relationship management systems.

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Tata Technologies IKS

For more than 15 years, Tata Technologies iKS, Inc. has provided engineering
knowledge through e-Learning, training, and professional services to the world's top
manufacturing organizations. Today, we have rebranded and strategically repositioned
our operations to focus exclusively on executing a software-as-a-service [SaaS] business
model for, the worlds most comprehensive online engineering learning application. SaaS
strategies are being adopted by the largest global software developers and are becoming
increasingly preferred by customers. By simplifying pricing, packaging, accessibility,
delivery, and eliminating hardware and installation, customers can benefit from
engineering knowledge transformation with significantly faster than with traditional
software implementations. Featuring over 100,000 hours of online education for the
world's major design and PLM applications, subscription pricing and packaging provides
affordable engineering knowledge to over 60,000 engineers in more than 25 countries.
Subscriptions include access to a wide variety of social and professional networking
features, making the world's premier online community dedicated to engineers.

MISSION,VISSION AND VALUES

Mission

We enable leading automotive and aerospace manufacturers to realize product superiority

through Engineering & Design, Manufacturing and IT optimization, while achieving
growth for our employees and shareholders.

Vision

Trusted by the world's leading automotive and aerospace manufacturers to provide

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continuing best-in-class services in IT-enabled engineering, design and manufacturing,
while being the employer of choice for the most capable talent in our industry.

Values

• Legendary Service

• Absolute Integrity

• Uncompromising Quality

• Dedication to our Core Competencies

• Skilled, Capable and Motivated Employees

• Strong Alliances

• Commitment to Ecology and Community

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a commitment to integrate social and

environmental concerns with business operations. This means not only fulfilling legal
expectations, but also going beyond compliance and investing in human capital and
social environment.

CSR has been a part of the Tata Group since its inception. Over the years, the Tata
philosophy to 'Give back what you get' has been followed by all Tata enterprises. In the
words of the Group Chairman Ratan Tata, "The multitude of initiatives the Tata Group
has sowed and fostered from its earliest days - in employee relations and ethical

46
governance, on the environment and with community causes - flow from this wellspring
of voluntary, as opposed to obligatory, commitment."

Tata Technologies has committed itself to be socially responsible for road safety. Safety
Ryodan ('Ryodan' meaning 'Brigade' in Japanese) is a group of employees volunteering
their services to improve the road safety situation starting with the localities around Tata
Technologies' establishments and spreading out to touch people living, working or
commuting in respective geographies.

EMPLOYEE RELATIONS

With some 2,46,000 members in its diverse and widespread family, the Tata Group is
more than just another employer. The Group's many pioneering initiatives to benefit and
empower employees have few parallels anywhere in the world, and it has blended its
traditional benevolence with evolving human resource methodologies to deliver a whole
lot beyond mere jobs.

QUALITY POLICY

Tata Technologies believes that it will achieve its mission and vision through its
commitment to quality. The policy goal is to delight customers by surpassing their
expectations through providing the right solution at the right place, at the right time, the
first time and every time.

We commit that –

• The pursuit of quality and continual improvement is every employee's business.

• Company managers will walk the talk.
• Those leading initiatives will encourage all staff to participate creatively in the
design, implementation and review of improvement activities.
• We will make the Tata Business Excellence Model our lodestar to be followed

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 • We will benchmark our performance with our competitors and other industry
leaders

DETAIL STUDY ON CODE OF CONDUCT

TATA Code of conduct

National Interest

A TATA Company shall be committed in all its actions to benefit the economic
development of the countries in which it operates and shall not engage in any activity that
would adversely affect such objective. It shall not undertake any project or activity to the
detriment of the Nation's interests or those that will have any adverse impact on the social
and cultural life patterns of its citizens. A TATA Company shall conduct its business
affairs in accordance with the economic, development and foreign policies, objectives
and priorities of the Nation's government and shall strive to make a positive contribution
to the achievement of such goals at the Iinternational, national and regional level as
appropriate.

Financial Reporting And Records

A TATA Company shall prepare and maintain its accounts fairly and accurately in
accordance with the accounting and financial reporting standards which represent the
generally accepted guidelines, principles, standards, laws and regulations of the country
in which the Company conducts its business affairs. Internal accounting and audit
procedures shall fairly and accurately reflect all of the Company's business transactions
and disposition of assets. All required information shall be accessible to company
auditors and other authorizsed parties and government agencies. There shall be no willful
omissions of any company transactions from the books and records, no advance income
recognition and no hidden bank accounts and funds.
Any willful material misrepresentation of and /or misinformation on the financial

48
accounts and reports shall be regarded as a violation of the Code apart from inviting
appropriate civil or criminal action under the relevant laws.

Competition

A TATA Company shall fully strive for the establishment and support of a competitive
open market economy in India and abroad and shall co-operate in the efforts to promote
the progressive and judicious liberalisation of trade and investment by a country.
Specifically, a TATA Company shall not engage in activities, which generate or support
the formation of monopolies, dominant market positions, cartels and similar unfair trade
practices.
A TATA Company shall market its products and services on its own merits and shall not
make unfair and misleading statements about competitor's products and services. Any
collectionsof competitive information shall be made only in the normal course of
business and shall be obtained only through legally permitted sources and means.

Equal Opportunities Employees

A TATA Company shall provide equal opportunities to all its employees and all qualified
applicants for employment without regard to their race, caste, religion, colour, ancestry,
marital status, sex, age, nationality, disability and veteran status. Employees of a TATA
Company shall be treated with dignity and in accordance with the TATA policy to
maintain a work environment free of sexual harassment, whether physical, verbal or
psychological. Employee policies and practices shall be administered in a manner that
would ensure that in all matters equal opportunity is provided to those eligible and the
decisions are merit based

Equal Opportunities Employer

A TATA Company and its employees shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits
which are intended to or perceived to obtain business or uncompetitive favours for the

49
conduct of its business. However, a TATA Company and its employees may accept and
offer nominal gifts, which are customarily given and are of commemorative nature for
special events

Govt. Agencies

A TATA Company and its employees shall not offer or give any company funds or
property as donation to any government agencies or their representatives, directly or
through intermediaries, in order to obtain any favourable performance of official duties.

50
 POLITICAL NON-ALIGNMENT
A TATA Company shall be committed to and support a functioning democratic
constitution and system with a transparent and fair electoral system in India. A TATA
Company shall not support directly or indirectly any specific political party or
candidate for political office. The Company shall not offer or give any company funds
or property as donations, directly or indirectly, to any specific political party,
candidate or campaign.
HEALTH, SAFETY AND ENIRONMENT
A TATA Company shall strive to provide a safe and healthy working environment
and comply, in the conduct of its business affairs, with all regulations regarding the
preservation of the environment of the territory it operates in.

A TATA Company shall be committed to prevent the wasteful use of natural

resources and minimize any hazardous impact of the development, production, use
and disposal of any of its products and services on the ecological environment.
QUALITY OF PRODUCTS AND SERVICES
A TATA Company shall be committed to supply goods and services of the highest
quality standards backed by efficient after-sales service consistent with the
requirements of the customers to ensure their total satisfaction. The quality standards
of the Company's goods and services should at least meet the required national
standards and the Company should endeavour to achieve international standards.

CORPORATE CITIZENSHIP
A TATA Company shall be committed to be a good corporate citizen not only in
compliance with all relevant laws and regulations but also by actively assisting in the
improvement of the quality of life of the people in the communities in which it
operates with the objective of making them self reliant. Such social responsibility
would comprise, to initiate and support community initiatives in the field of
community health and family welfare, water management, vocational training,

51
education and literacy and encourage application of modern scientific and managerial
techniques and expertise. This will be reviewed periodically in consonance with
national and regional priorities. The company would also not treat these activities as
optional ones but would strive to incorporate them as integral part of its business plan.
The company would also not treat these activities as optional ones but would strive to
incorporate them as integral part of its business plan.
CO-OPERATION OF TATA COMPANIES
A TATA Company shall co-operate with other TATA Companies by sharing
physical, human and management resources as long as this does not adversely affect
its business interests and shareholder value. In the procurement of products and
services a TATA Company shall give preference to another TATA Company as long
as it can provide these on competitive terms relative to third parties.
PUBLIC REPRESENTATION OF THE COMPANY AND THE GROUP
A TATA Company shall co-operate with other TATA Companies by sharing
physical, human and management resources as long as this does not adversely affect
its business interests and shareholder value. In the procurement of products and
services a TATA Company shall give preference to another TATA Company as long
as it can provide these on competitive terms relative to third parties.
THIRD PARTY REPRESENTATION
Parties which have business dealings with the TATA Group but are not members of
the Group Such as consultants, agents, sales representatives, distributors, contractors,
suppliers, etc. shall not be authorised to represent a TATA Company if their business
conduct and ethics are known to be inconsistent with the Code.
USE OF THE TATA BRAND
The use of the TATA name and trademark owned by Tata Sons shall be governed by
manuals, codes and agreements to be issued by Tata Sons. The use of the TATA
brand is defined in and regulated by the TATA Brand Equity & Business Promotion
Agreement.
GROUP POLICIES

52
 A TATA Company shall recommend to its Board of Directors the adoption of policies
and guidelines periodically formulated by Tata Sons.
SHAREHOLDERS
A TATA Company shall be committed to enhance shareholder value and comply with
all regulations and laws that govern shareholders' rights. The Board of Directors of a
TATA Company shall duly and fairly inform its shareholders about all relevant
aspects of the Company's business and disclose such information in accordance with
the respective regulations and agreements.
17
ETHICAL CONDUCT
]
Every employee of a TATA Company, which shall include Whole-time Directors and
the Managing Director, shall deal on behalf of the Company with professionalism,
honesty, integrity as well as high moral and ethical standards. Such conduct shall be
fair and transparent and be perceived to be as such by third parties. Every employee
shall be responsible for the implementation of and compliance with the Code in his
professional environment. Failure to adhere to the Code could attract the most severe
consequences including termination of employment.
18
REGULATORY COMPLIANCE
]
Every employee of a TATA Company shall, in his business conduct, comply with all
applicable laws and regulations, both in letter and in spirit, in all the territories in
which he operates. If the ethical and professional standards set out in the applicable
laws and regulations are below that of the Code then the standards of the Code shall
prevail.
19
CONCURRENT EMPLOYMENT
]
An employee of a TATA Company shall not, without the prior approval of the
Managing Director of the Company, accept employment or a position of
responsibility (such as a consultant or a director) with any other company, nor provide

53
 “free-lance” services to anyone. In the case of a Whole-time Director or the Managing
Director such prior approval must be obtained from the Board of Directors of the
Company.
20
CONFLICT OF INTEREST
]
An employee of a TATA Company shall not engage in any business, relationship or
activity which might detrimentally conflict with the interest of his Company or the
Group. A conflict of interest, actual or potential, may arise were, directly or
indirectly, (a) an employee of a TATA Company engages in a business, relationship
or activity with anyone who is party to a transaction with his Company, (b) an
employee is in a position to derive a personal benefit or a benefit to any of his
relatives by making or influencing decisions relating to any transaction, and (c) an
independent judgment of the Company's or Group's best interest cannot be exercised.

The main areas of such actual or potential conflicts of interest would include the
following:

(I) Financial interest of an employee of a TATA Company or his relatives including

the holding of an investment in the subscribed share capital of any company or a share
in any firm which is an actual or potential competitor, supplier, customer, distributor,
joint venture or other alliance partner of the TATA Company. (The ownership of upto
1% of the subscribed share capital of a publicly held company shall not ordinarily
constitute a financial interest for this purpose.)

(ii)An employee of a TATA Company conducting business on behalf of his Company

or being in a position to influence a decision with regard to his Company's business
with a supplier or customer of which his relative is a principal, officer or
representative, resulting in a benefit to him or his relative.

(Iii) Award of benefits such as increase in salary or other remuneration, posting,

promotion or recruitment of a relative of an employee of a TATA Company where

54
 such an individual is in a position to influence the decision with regard to such
benefits.

(iv) Acceptance of gifts, donations, hospitality and/or entertainment beyond the

customary level from existing or potential suppliers, customers or other third parties
which have business dealings with the Company.

Notwithstanding that such or other instances of conflict of interest exists due to any
historical reasons, adequate and full disclosure by the interested employees should be
made to the company's management. It is also incumbent upon every employee to
make a full disclosure of any interest which the employee or the employee's
immediate family which would include parents, spouse and children, may have in a
company or firm which is a supplier, customer, distributor of or has other business
dealings with this Company.

If an employee fails to make a disclosure as required herein and the management of

its own accord becomes aware of an instance of conflict of interests that ought to have
been disclosed by the employee, the management would take a serious view of the
matter and consider suitable disciplinary action against the employee.
21
SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION
]
An employee of a TATA Company and his immediate family shall not derive any
benefit or assist others to derive any benefit from the access to and possession of
information about the Company or the Group which is not in the public domain and
thus constitutes insider information.

An employee of a TATA Company shall not use or proliferate information which is

not available to the investing public and which therefore constitutes insider
information for making or giving advice on investment decisions on the securities of
the respective TATA Company on which such insider information has been obtained.

55
 Such insider information might include the following:

• acquisition and divestiture of businesses or business units

• financial information such as profits, earnings and dividends

• announcement of new products introductions or developments

• asset revaluations

• investment decisions/plans

• restructuring plans

• major supply and delivery agreements

• raising finances
22
PROTECTING COMPANY ASSETS
]
The assets of a TATA Company should not be misused but employed for the purpose
of conducting the business for which they are duly authorised. These include tangible
assets such as equipment and machinery, systems, facilities, materials, resources as
well as intangible assets such as proprietary information, relationships with customers
and suppliers, etc.
23
CITIZENSHIP
]
An employee of a TATA Company shall in his private life be free to pursue an active
role in civic and political affairs as long as it does not adversely affect the business or
interests of the Company or the Group.
24
INTEGRITY OF DATA FURNISHED
]

56
 Every employee of a TATA Company shall ensure, at all times, the integrity of data
or information furnished by him to the Company.
25
REPORTING CONCERNS
]
Every employee of a TATA Company shall promptly report to the management any
actual or possible violation of the Code or an event he becomes aware of that could
affect the business or reputation of his or any other TATA Company.

DATA ANALYSIS
Our purpose in Tata is to improve the Quality of Life in India. We do this through
leadership in sectors of National Economic Significance to which we bring a unique set
of capabilities. This requires us to grow aggressively in focused areas of business.

Our heritage of returning to society what we earn evokes trust among consumers,
employees, shareholders and the community. The Tata name is a unique asset
representing leadership with trust. Leveraging this asset to enhance group synergy and
become globally competitive is the route to sustained growth and long term success

Business sectors

The Tata Group operates business in seven key industry sectors. The chart below
illustrates how, in percentage terms, Tata companies in each of these sectors contribute to
the overall makeup of the group.

57
Tata Leadership in Diverse Industries

The Tata Group has a leadership position in many industries.

The world's largest integrated tea operation-Tata Tea
Asia's largest software exporter-TCS
The world' sixth largest manufacturer of watches -Titan
India's largest private sector steel producer- Tata Steel
Largest 5-star chain of luxury hotels in India-Indian Hotels
India's largest manufacturer of soda ash-Tata Chemicals
India's largest private sector power utility-Tata Power

As per the approach to the project the data analysis will be basically qualitative in nature
involving .Understanding the intricate reasoning behind the key result area identified
through some methods adopted.

58
 Conclusion
Developing ethics will not stop unethical behavior but the efforts to follow such
standards will be perceived by the people. The track record to follow such rules is vital
for developing long term relationships with employees, investors, investors, clients,
stockholders. If ethical is allowed to grow, it inspires stakeholders and also marks a firm
as performing its functions as a socially responsible entity.

59
This report highlights the company's triple bottom-line performance: commitment to
people, business, environment by contributing towards :

• Education
• Environment
• Safety
• Health
• Human Resource Development
• Quality
• Community Development
• Energy Conservation

Bibliography
Websites

• www.mrs.org.uk/standards/codeconduct.htm
• www.google.com

Books

C.B. GUPTA

60
T.N. CHABRA

TATA MC GRAW-HILL.

61