ALICON CASTALLOY LIMITED

CODE OF CONDUCT
FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

1.0 INTRODUCTION

1.1 This Code of Ethic (“Code”) shall be called "The Code of Conduct for Board Members and Senior
Management Personnel” of Castalloy Limited (“the Company”).

1.2 The purpose of the ‘Code’ is to reflect business practices and principles of behavior of the Board
Members and Senior Management Personnel in affirming their commitment to Good Governance in
line with the Company’s Philosophy on Corporate Governance.

1.3 This ‘Code’ has been framed specifically in compliance with the provisions of Clause 49 of the Listing
Agreement with Stock Exchanges. However, the Functional Directors and Senior Management
Personnel willcontinue to be governed by the Company’s Discipline Rules which governthe conduct of
all employees of the Company.

1.4 The ‘Code’ shall come into force with effect from 1st day of January 2006.

2. DEFINITIONS & INTERPRETATIONS:

In this Code, unless repugnant to the meaning or context thereof, thefollowing expressions shall
have the meaning given to them as under :-

2.1 "Board Members" shall mean the members on the Board of Directors of the Company.

2.2 “Whole-time Director” shall mean the Board members who are in Whole-time employment of the
Company including the C&MD.

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2.3 “Part-time Director” shall mean the Board members who are not Whole-time
Directors and include Part-time (Official) Directors and Part-time (Non-Official)
Directors of the Company.

2.4 “Relative” shall mean a ‘relative’ as defined under Section 2(41) and Section 6
read with Schedule IA of the Companies Act, 1956.

2.5 “Senior Management Personnel” shall mean and include all the Senior
functionaries i.e. CEO, Company Secretary, Module Manager and Functional
Heads (excluding Whole-time Directors)
In this ‘Code’ words importing masculine shall include feminine and words
importing singular shall include the plural and vice versa.

3. APPLICABILITY:

This ‘Code’ shall be applicable to the following persons:

a) Whole-time Directors
b) Part-time Directors
c) Chief Executive Officer
d) Company Secretary
e) All Module Heads and Functional Heads.

4. KEY REQUIREMENTS

The Board Members and Senior Management Personnel shall function within the
authority conferred upon them by the Company, keeping the best interest of the
Company in view and they
 shall act with utmost care, skill, diligence and integrity
 shall act in utmost good faith and fulfill the fiduciary obligations without
allowing their independence of judgment to be compromised
 shall not be involved in taking any decision on a subject matter in which
conflict of personal interest arises or which in their opinion is likely to arise

 shall avoid any dealing with a contractor, Organization or service provider

that compromises the ability to transact business on a professional,

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impartial and competitive basis or influence decision to be made on behalf of
the Company
 shall not exploit for his own personal gain, opportunities that arediscovered
through use of corporate property, information or position, unless the
opportunity is disclosed fully in writing to the Board of Directors and the
Board declines to pursue such opportunity.

5. COMPLIANCES

The Board Members and Senior Management Personnel shall complywith

all applicable laws, rules and regulations.

6. PRIVACY IN BUSINESS & CONFIDENTIALITY OF INFORMATION

Any information concerning the Company’s business, its customers,

Organization, etc, and to which the Board Members and Senior Management
Personnel have access or possesses such information, must be considered
confidential and held in confidence. No Board Members or Senior
Management Personnel shall provide any information either formally or
informally, to the press or any other public media, except as required in the
performance of the regular corporate duties. However, Board Members or
Senior Management Personnel shall be free to disclose such information
which is
Part of the public domain at the time of disclosure.
Authorized or required to be disclosed pursuant to a decision of the Board.
Required to be disclosed in accordance with applicable laws, rules,regulations
or guidelines.

7. PROTECTION OF INTELLECTUAL ASSETS

The Board Members and Senior Management Personnel shall protect the
Company’s assets including physical assets, information and intellectual rights
and shall not use the same for personal gain.

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8. ENFORCEMENT OF ‘CODE’
Each Board Member and Senior Management Personnel shall beaccountable for
full compliance of this Code.

9. AMENDMENTS TO THE CODE

The provisions of this Code can be amended/ modified by the Board of Directors
of the Company from time to time and all such amendments/ modifications shall
take effect from such date as the Board may decide. The Board may delegate the
authority to make amendment to the Code to the Chairman & Managing Director
or any other Director as Board may deem fit.

10. PLACEMENT OF THE CODE ON WEBSITE

Pursuant to Clause 49 of the Listing Agreement, this ‘Code’ and any amendments
thereto shall be posted on the website of the Company.

11. FINANCIAL RESPONSIBILITY & ANNUAL COMPLIANCE REPORTING

Financial Responsibility lies with Managing Director and nominated person

thereof. It terms of Clause 49 of the Listing Agreement, all Board Members and
Senior Management Personnel shall affirm compliance of this Code within30 days
of close of every financial year in the proforma enclosed as Appendix I to this
Code. The Annual Compliance Report shall be forwarded to the Compliance
Officer.
12. Export Control and Economic Sanction

The Company secretary will comply with all applicable of export control and economic
sanctions laws and regulations. It is the responsibility of board and Head of the Divisions
to be aware of and comply with the Company laws and regulations, as well as with the
Standard procedures.
13. Counterfeit Parts Prevention
A suspect part that is a copy or substitute without legal right or authority to do
or one whose material, performance, or characteristics are knowingly
misrepresented by a supplier in the supply chain.

14. CONSEQUENCES OF NON- COMPLIANCE OF THIS CODE

14.1 In case of breach of this Code by the Part-time Directors, the same shall be
considered by the Board of Directors for initiating appropriate action, as deemed
necessary.
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14.2 In case of breach of this ‘Code’ by the Whole-time Directors and Senior
Management Personnel, the same shall be dealt with in accordance with the
Discipline Rules of the Company.

15. 5.Anti-Bribery & Anti-Corruption Policy

The Anti-Corruption Policy (the ‘Policy’) of Alicon Castalloy Limited (“hereinafter referred to as the “Company” for the
sake of brevity) has been developed in accordance with Code of Conduct, charters, policies, rules and regulations adopted
by the Company and in allegiance with the legal and statutory framework of Anti-Corruption Laws prevalent in India.
The Policy reflects the commitment of the Company and its management for high ethical standards doing open and fair
business for improving the corporate culture, fair play, fair competition, following the best practices of corporate
governance and supporting the business reputation at the appropriate level.

1. PURPOSE AND OBJECTIVE

I. The aims and objectives of the Policy are:
a. To initiate the steps to reduce the bribery and corruption risks to the business of the Company by setting out clear
guidelines.
b. To encourage employees and Directors to be vigilant and to act diligently in good faith.
c. Monitoring and investigating instances of alleged corruption.
d. Taking firm and vigorous action against any individual(s) involved in corruption.
e. To minimize the risk of involvement of all employees and Directors in corruption related activities;
f. To form a common understanding for all stakeholders that the Company prevents the corruption in any form;
g. To summarize and explain the key requirements of Indian anticorruption regulations.
h. To set responsibility for the employees of the Company to know and comply with the principles and requirements of
the Policy, the key rules of the applicable anti-corruption laws, as well as adequate procedures to prevent corruption.
2. SCOPE
The Policy would be applicable to:
i) All employees (including off roll employees) and Directors of the Company,
ii) All employees of subsidiaries of the Company, and
iii) Partners and Representatives or any other persons/individuals, who may be acting on behalf of the Company
iv) Customers
v) Vendors
3. KEY PRINCIPLES
The Members of the Board of Directors, the Group CEO, the Board members and Senior Managerial Personnel of the
Company should form the ethical standard of uncompromising attitude to all forms and demonstration of corruption at
all levels setting the example by their own behavior.
The Policy is available on the corporate website the Company. The Company openly expresses its opposition to
corruption; welcomes and encourages compliance with the principles and requirements of the Policy
by all contractors, employees, associated parties/companies, itsmanagerial bodies and other persons.
4. APPLICABLE ANTI-CORRUPTION LAWS AND KEY PROVISIONS
The applicable Anti-Corruption Laws under the Indian Statutory Framework are as follows:
1. Indian Penal Code, 1860,
2. Prevention of Corruption Act, 1988,
3. Prevention of Money Laundering Act, 2002,
4. Right to Information Act, 2005,
5. Central Vigilance Commission Act,
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6. Lok Ayukta Acts of States, and
7. Any other Act/statutes as may be notified by the Government of India from time to time.
5. CERTAIN IMPORTANT CONCEPTS
i. Prohibition to give a bribe, i.e., (i) the provision or (ii) promise to provide any financial or other benefit/advantage with
the intent to induce
a person to perform his / her duties unduly,
ii. Prohibition to receive a bribe, i.e., (i) receiving or (ii) agreement to receive any financial or other benefit/advantage for
the performance of the duties unduly,
iii. Prohibition of bribe to third person, i.e., (i) the provision or (ii) promise to provide (directly or through a third party)
any financial or other benefit/advantage to officials of the state or any third person with a view to impact on the
performance of his / her official duties, to obtain/retain business or guarantee competitive or other advantages for
the organization; In India, the "corrupt practices" will be considered - giving or receiving bribes, intermediation in giving
or receiving bribes, malpractice, misuse of official authority, commercial bribery, facilitation payments, illegal use of the
official position by a person to receive benefits in the form of money, property or other assets, services, and any rights to
himself or to other persons or illegal provision of benefits or rights by other persons. In view of the above, all employees
of the Company are strictly prohibited, whether directly or indirectly, personally or through the mediation of third parties,
to be involved in corrupt activities, offer, give, promise, request and receive payments or make payments to simplify
administrative, bureaucratic and other formalities in any form including cash, valuables, services or other benefits to any
person or from any persons or organizations, including governments and local authorities, government officials, private
companies and its representatives.
6. RESTRICTED PRACTICES
Illustrative List of acts /practices which are restricted / prohibited under the policy framework is given below:
a. Dishonest misappropriation of property/money.
b. Criminal breach of trust.
c. Cheating.
d. Receiving or giving bribe.
e. Acceptance /giving of Gifts over and above the extent and the manner as allowed hereunder:-
Gifts and representative expenses including the hospitality business expenses which the employee may provide on behalf
of the Company to the individuals or organizations, or which the employees may receive in connection with their work in
the Company from other persons and organizations, must meet a set of five criteria mentioned below:
to be directly related to the legitimate activity of the Company, forexample, a presentation or completion of business
project(s), or the successful execution of contracts, or either with common holidays such as the Christmas, Diwali, New
Year, International Women’s Day, anniversaries, birthdays;
to be reasonable, proportionate and not be a luxury;
to be not a hidden fee for the service, act, omission, conniving, protection, provision of rights, making of certain decision
ontransaction, agreement, license, permit, etc. or attempt to influence the recipient to indulge in any illegal or unethical
activity;
not to create a reputational risk for the Company, employees, and other persons, in case of disclosure of information on
gifts or representative expenses;
not to be in conflict with the principles and requirements of the Policy, the Code of Ethics, other internal documents of
the Company and the rules of applicable law.
Gifts on behalf of the Company, its employees and representatives to third parties shall be subject to the Gift Policy in the
code of conduct of the Company.
f. Charity in order to obtain commercial advantages.
g. Participation/Contribution in/to Political Activities.
h. Payment of any costs for government officers and their relatives (or
in their interests) in order to obtain commercial advantages, and
i. Any other unethical act or omission
j. To use partners, agents, joint ventures, intermediaries, or other persons for any actions that are contrary to the
principles and requirements of the Policy or the rules of the applicable anticorruption
laws.
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7. IMPLEMENTATION AND COMPLIANCE
The policy would be implemented by order of the GCEO of the Company. It is sole responsibility of the employees
(including all persons/officials covered under the Policy) to abide by the Policy and to restrict their actions/conduct within
the set framework of the Policy.
The compliance with the principles and requirements of the Policy by the employees would be taken into account during
the course of their appraisal and sanction of promotions.
8. REPORTING ACTIONS
Any violation/non-adherence of the Policy would be reported to the respective Executive Level Disciplinary Committee
and the respective
Committee will take appropriate action(s) in consultation with the HR Division. In case any employee or any other person
to whom this policy applies, isfound to have indulged in corruption related activities, violation of any provisions of the
Policy or any frivolous complaint, he /she may be subject to disciplinary action(s) including termination of services and
such other administrative, civil or criminal action(s) as per the applicable statutes as mentioned in the Policy. The
Executive Level Disciplinary Committees will submit its report on violations of the Policy, to Corporate Conduct & Ethics
Committee on periodical basis and the report would be reviewed by the Committee at its meeting(s).
9. PROCEDURE FOR REPORTING OF VIOLATIONS
I. Reporting against Employees /Officials/ Other Persons (including Partners / Representatives) When any employee or
other persons doubt the legality or ethics of their actions or the action, inaction, violation, deficiencies or proposals of
other employees, contractors or other persons, who act on behalf of the Company they may report it by the following
mode(s):
(a) E-Mail:.
(b) Telephone:
(c)Direct Reporting: to Head of the Division / Department of respectiveemployee and/or to the respective Executive Level
Disciplinary Committee.

I.The Head of Department / Division / Vigilance Department will Communicate all violations to the respective Executive
Level Disciplinary Committee with a copy to the Legal Department, which have been reported by the employees through
Hotline.
II. Reporting against Board Member(s) In case of alleged corruption in respect of Board member(s), the violation(s) would
be reported to the GCEO and/or Chairman of the Board and he/they shall take the appropriate action (s) as may be
considered necessary. It is the duty of the Head of Division / Department, Vigilance Department, members of Executive
Level Disciplinary Committees and Board members to take all reasonable steps to protect the identity of the person(s),
who has/have reported the violations. It is also their responsibility to take all reasonable steps to safeguard such
information, which they come across during the reporting/investigation process, to use such information only for the
reasons it was supplied and not to share it with third parties, unless in compliance with applicable laws and regulations.

10.RESPONSIBILITY FOR FAILURE (IMPROPER FULFILLMENT) OF THE POLICY

The members of the Board of Directors, the GCEO, the members of the Management Committee and employees of all
Divisions of the Company, regardless of position and designation, are personally responsible for compliance with the
principles and requirements of the Policy, as well as the actions (inaction) of their subordinates, who violate these
principles and requirements.

11.TRAINING AND COMMUNICATION

All the employees shall receive regular, relevant training on how to implement and adhere to this Policy. The Company’s
zero-tolerance approach to bribery and corruption shall be communicated to all suppliers, contractors, agents and
business and other partners at the outset of our relationship with them and as appropriate thereafter.

12. AMENDMENTS
In case of identification of ineffective provisions of the Policy or relatedbusiness processes of the Company or in case of
change of the required applicable laws or in case of any other modification(s), which may be deemed necessary by the
GCEO, the Policy may be amended/ updated by issuing an order under the signature of the GCEO.
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16. 16. Whistle-blower policy

TABLE OF CONTENTS
1. Glossary
2. Objective
3. Scope
4. Guiding principles
5. Protection afforded to the whistle-blower
6. Whistle-blowing process
7. Disqualifications
8. Investigation process
9. Record keeping
10. Compliance
11. Amendment
Annexure 1: Reporting Channels of Ethics Helpline
Annexure 2: Details of the Ethics Committee members Casting the Future

1. GLOSSARY
a) "Audit Committee" means a committee constituted by the Board of Directors of the company in accordance with
Section 177 of the Companies Act, 2013 and rules made thereunder, read with Clause 49 of the Listing Agreement of the
Stock Exchanges.
b) "Alicon" means "Alicon Castalloy Limited".
c) "Directors" means all Directors appointed by the Board of the Company including the Managing Directors and Executive
Directors.
d) "Disclosure" means any communication made in good faith that discloses or demonstrates unethical or improper
activity including activities which are mentioned in Clause 3 of this Policy.
e) "Employee" means every employee of the Company (whether working in India or abroad) including the whole time and
contractual employees.
f) "Ethics Helpline" means an independent third party service provider appointed by the Company to receive whistle-
blower complaints.
g) "Ethics Committee" means a committee comprising of Senior Officials authorized to receive whistle-blower complaints
from Ethics Helpline (third party service provider).
h) “Group Companies” means group companies of Alicon Castalloy Limited which include, Alicon Holding GmbH, IIIichman
Castalloy S.R.O. and IIIichman Castalloy GmbH.
i) "Investigators" means those persons authorized, appointed, consulted or approached by the Ethics Committee or the
Chairman of the Audit Committee, including the auditors of the Company to investigate the Disclosure.
j) "Stakeholders" means:
i. Employees of the Alicon and its Group Companies;
ii. Directors of the Alicon and its Group Companies
iii. Customers, contractors, vendors, suppliers, agents and consultants engaged by the Alicon and its Group Companies.
k) "Subject" means a person against or in relation to whom the Disclosure is made or evidence is gathered during the
course of investigation.
l) "Whistle-blower" means Stakeholders of the Company making a Disclosure under this Policy.

2. OBJECTIVE

Alicon and its Group Companies are committed to conduct its business in accordance with the highest standard of
business ethics, openness, probity and accountability and oppose and seriously takes any unethical or unlawful conduct
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by any of its Stakeholders. To that end, any concern related to malpractice or impropriety is treated by the Alicon and its
Group Companies with utmost seriousness.
The Whistle-blower Policy (“Policy”) enables Stakeholders associated with Alicon and its Group Companies to voice their
genuine concerns in a responsible and effective manner. It is a fundamental aspect of every contract of employment that
an Employee shall faithfully serve the employer, shall not misuse his/her position in Alicon and its Group Companies and
shall not disclose confidential information about the employer’s affairs for personal gain.
Nevertheless, where an individual discovers information, which prima facie shows any malpractice or wrong doing within
the Alicon and its Group Companies then this information should be highlighted to the management of the Alicon and its
Group Companies without any fear of reprisal or victimization. Alicon and it Group Companies have endorsed the
provisions as set out in this Policy so as to ensure that Stakeholders should not feel at a disadvantage in raising legitimate
concerns. It is emphasized that these guidelines are intended to assist those Stakeholders, who believe that they have
discovered malpractice or impropriety in the Alicon and its Group Companies. However, it should be noted that the Policy
is not designed to question financial or business decisions taken by Alicon and its Group Companies nor should it be used
to reconsider any matters, which have already been addressed under harassment, complaint, disciplinary or any other
procedures.
3. SCOPE

The Policy is applicable to all the Stakeholders of Alicon and its Group Companies. Stakeholders can report any concern
that they believe may fall under the scope identified below to the Ethics Helpline.
a) Financial fraud of any nature
b) Mishandling of confidential information
c) Procurement fraud
d) Acceptance of gifts and entertainment
e) Incorrect financial reporting
f) Bribery and corruption
g) Failure to comply with the Company’s code of conduct and other policies
h) Violation of the environment, health and safety guidelines
i) Discrimination
j) Harassment of any nature, including sexual harassment
k) Misuse of authority
l) Inappropriate use of social media
m) Misappropriation of company assets or resources
n) Conflict of interest
o) Insider trading
p) Violation of the environment, health and safety guidelines
q) Concurrent employment
r) Other unethical practices
4. GUIDING PRINCIPLES

Alicon and its Group Companies shall ensure that the following guiding principles are adhered:
a) The Whistle-blower is not victimized for making Disclosure.
b) Treat victimization as a serious matter including initiating Disciplinary Action on individuals practicing it.
c) Ensure complete confidentiality of the Disclosure.
d) Provide an opportunity of being heard to the persons involved.
e) Not to conceal evidence related to Disclosure.
Take disciplinary action against person(s) whoever destroys or conceals evidence related to the Disclosure.
The Whistle-blowers shall ensure:

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a) Disclosure shall be factual and not speculative in nature and should contain as much specific information as possible to
allow for a proper assessment of the nature and extent of the concern.
b) Whistle-blowers should not act on their own in conducting any investigative activities nor do they have a right to
participate in such investigative activities other than as requested by the person investigating the matter;

5. Protection afforded to the Whistle-blower

a) Alicon and its Group Companies shall provide protection to the Stakeholders who make a Disclosure under the Policy in
good faith and with substantial evidence or source of evidence.
b) No unfair treatment will be meted out to a Whistle-blower by virtue of his/her reporting a Disclosure under this Policy.
Complete protection will be given to the Whistle-blower against any unfair practice like retaliation, threat or intimidation
of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or any direct or indirect
use of authority to obstruct the Whistle-blower’s right to continue to perform his/her duties including making further
Disclosure.
c) Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle-blower.
While it will be ensured that genuine Whistle-blower is accorded complete protection from any kind of unfair treatment
as herein set out, any abuse of this protection will warrant Disciplinary Action. Protection under this Policy would not
mean protection from Disciplinary Action arising out of false or bogus allegations made by a Whistle-blower.
d) The identity of the Whistle-blower shall be kept confidential.
e) The Whistle-blower may reach out directly to the Chairman of the Audit Committee to highlight any concern related to
victimization due to his/her Disclosure of information under this Policy.

6. Whistle-blower process
a) A Whistle-blower can raise a concern with Ethics Helpline through either of the 5 reporting channels viz. phone, email,
web portal, fax and post box or can be reported directly to the Chairman of Audit Committee in exceptional cases.
Please refer to the Annexure 1 for details of the reporting channels of the Ethics Helpline.
b) The Whistle-blower may choose to disclose his/her identity with Ethics Helpline while making a Disclosure.
Note: It is the discretion of the Whistle-blower to conclude whether or not the issue shall be raised anonymously. For the
matter to be aptly investigated, the Whistle-blower may choose to disclose his/her identity along with the details of the
complaint. While the anonymous complaints will also be suitably and sincerely looked into, it will provide more leverage
and will be pertinent to investigate the complaint sufficiently if the Whistle-blower chooses to disclose his/her identity.
The identity of the Whistle-blower shall be kept confidential to the maximum reasonable extent.
Ethics Helpline shall not disclose Whistle-blower’s identity to Alicon and its Group Companies at any point unless
approved by him/her or required by law.
Malicious Allegations: Malicious and baseless allegations by stakeholders may result in disciplinary action and could
include even termination and / or other appropriate action, as the case may be.
c) If a Disclosure is received by any Employee of Alicon and its Group Companies other than the members of the Ethics
Committee or Chairman of the Audit Committee, same shall be forwarded to Ethics Helpline. Alicon and its Group
Companies expect the Employee to keep the identity of the Whistle-blower confidential.
d) Ethics Helpline, shall share the incident report with the members of Ethics Committee within 2 business days of
receiving the compliant.
Please refer to the Annexure 2 for details of the members of the Ethics Committee.
e) All Whistle-blower complaints received shall be reviewed by Ethics Committee. The Ethics Committee shall assess
whether or not the issue raised should be investigated.
f) The Ethics Committee may pass on the complaint to appropriate person/committee to investigate the complaint.
g) All Disclosures related to the following should be addressed to Chairman of Audit Committee
i. The working Directors of the Alicon and its Group Companies
ii. The members of the Ethics Committee
iii. Financial fraud exceeding (INR) 1 Lakh
iv. Criminal activity
v. Discontentment of the Whistle-blower regarding the outcome of the investigation
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7. DISQUALIFICATIONS

Alicon and its Group Companies reserve the right not to investigate in absence of the following disclosures:
a) Disclosures pertaining to personal grievances
b) Disclosure pertaining to HR related issues viz. salary, performance development etc.
c) Disclosures without following mandatory information
i. Name and designation of the Subject
ii. Location of the incident
iii. Detailed description of the incident
iv. Specific evidences or source of evidence
d) Disclosure made without disclosing the identity to the Ethics helpline

8. INVESTIGATION PROCEDURE
a) All Disclosures reported under this Policy will be reviewed by the Ethics Committee. The Ethics Committee at their
discretion may appoint an Investigator, internal or external (third party) for assistance.
b) The decision to conduct an investigation taken by the Ethics Committee is by itself not an accusation and is to be
treated as a neutral fact finding process and without presumption of guilt. The outcome of the investigation may not
support the conclusion of the Whistle-blower that an improper or unethical act was committed.
c) If initial enquiries by the Ethics Committee indicate that the Disclosure made by the Whistle-blower has no basis or it is
not a matter to be pursued under this Policy, it may be dismissed at this stage and the decision shall be documented.
d) Where the initial enquiries indicate that further investigation is necessary, then a formal investigation will be initiated
by the Ethics Committee, who shall at their discretion engage outside auditors, counsel or other experts to assist in the
investigation and in the analysis of the results.
e) The identity of the Whistle-blower and the person against whom the complaint has been made shall be kept
confidential to the maximum extent possible given the legitimate needs of law and the investigation.
f) The person against whom a complaint has been made shall not interfere with the investigation. Evidence shall not be
withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by such
person.
g) A judgment concerning the Disclosure will be made by the Ethics Committee. This judgment will be in a written report
containing the findings of the investigations and reasons for the judgment. The report will be passed to the Chairman of
the Audit Committee.
h) Based on the judgment of the Ethics Committee, disciplinary and other appropriate procedures will be invoked.
i) The investigation shall be completed normally within 60 days of the receipt of the Disclosure.
j) The management of Alicon and its Group Companies in consultation with the Ethics Committee/Audit Committee shall
decide what action to take as well as preventive measures to stop recurrence of similar incidence in future.

9. RECORD KEEPING

The Investigating Officers or the Ethics Committee shall maintain confidential records of all documents relating to
allegations for three years. A report containing the details of the incidents shall be shared with the Audit Committee on
regular basis.
10. COMPLIANCE

Alicon and its Group Companies shall annually affirm in the Board’s Report on Corporate Governance that it has adhered
to the provisions of this Policy.
11. AMENDMENT

Subject to the approval of the Board of Directors, this Policy may be amended or modified in whole or in part, from time
to time in line with the business requirement of Alicon and its Group Companies or for any statutory enactment or
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amendment thereto.

17. FAIR COMPETITION AND ANTITRUST POLICY

PURPOSE AND SCOPE

Antitrust and competition laws prohibit agreements among and activities by competitors that undermine competition.
Violations of these laws can lead to severe penalties, including substantial fines on Alicon Company plc and its subsidiaries
(“Alicon”) and, in some countries, substantial jail sentences for individuals. These violations can also lead to private
antitrust lawsuits against Alicon and payment of damages. In the United States, any damages are automatically tripled.
This Fair Competition and Antitrust Policy (“Policy”) has been established to ensure that Alicon complies with antitrust
and competition laws in the countries in which it operates. This Policy applies to all Alicon employees, temporary
employees, contractors, consultants, operating groups, subsidiaries and departments worldwide (collectively referred to
as “personnel”).
All personnel are expected to comply with this Policy. Any violation may result in disciplinary action, up to and including
termination of employment or contract.
This Policy does not cover all the many complex aspects of antitrust and competition laws, but it does provide general
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guidance on some key antitrust and competition law issues. Contact the Legal Department if you have any questions
about this Policy or the legality of any particular activity.
2. SPECIFIC PROHIBITED PRACTICES
You must not engage in the following prohibited practices:
A. Agreements with Competitors

Agreements with competitors about pricing, customers, market allocation and boycotts are strictly prohibited by antitrust
laws. You should not discuss any of these topics with Alicon’s competitors without first speaking with the Legal
Department.
1. Pricing

• Agreements or understandings of any kind between competitors about pricing or that affect prices (e.g. freight charges,
discounts, payment and credit terms, etc.) are all strictly prohibited and unlawful.

• Enforcement authorities may consider any communication of price-related information (even out of date or publicly
available information) with a competitor as an implied agreement or understanding that could expose Alicon or personnel
to criminal or civil liability.

• Agreements with competitors concerning the wages or benefits provided to employees or other personnel are also
strictly prohibited.

2. Customers

• • Generally, you should not discuss customers with competitors.

• • Agreements with competitors to allocate customers or to serve or not serve certain customers are strictly
prohibited and should not be discussed.
3. Market Allocation • not to obtain business from the other party's customers
• not to seek customers in the other party's home territory
• not to develop an improved product
• not to enter the market
• not to steal competitor employees or other personnel

It is unlawful to agree with competitors to allocate product markets, market shares, business opportunities, territories or
customers.
For example, you cannot agree with an actual or potential competitor:
4. Agreements to Boycott or Refusal to Deal

Alicon, acting alone, generally has the right to select those parties it will do business with. However, when two or more
parties agree not to do business with another party, such an agreement usually violates competition and antitrust laws.
• B. Customer Restrictions

1. Customer Prices

• • Agreements with customers dictating the prices at which the customer may sell Alicon products are per se
illegal under certain U.S. state laws and may violate U.S. federal law and the laws of many countries outside the U.S.
• • Consult the Legal Department before entering into any such agreement.

2. Tying Agreements

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• • Tying agreements are agreements where a seller conditions the sale of one of its products upon the buyer's
agreement to buy another product from the seller.
• • Such agreements may be unlawful depending upon a variety of factors. Consult the Legal Department before
entering into any such agreement.

3. Price Discrimination

• • Antitrust and competition laws generally require companies to offer similarly situated, competing customers
the same price, price-related terms, promotional services, and allowances. However, a company may offer better terms
to a specific customer to meet (but not beat) a competitor’s offer.
• • There are exceptions to this rule. Consult the Legal Department in any proposed transaction where one
customer may be receiving a better “deal” than another similar customer.

4. Reciprocity

It may be unlawful in some cases for Alicon to condition purchases of goods from a customer on the customer’s purchase
of goods from Alicon.

5. Territorial Restrictions

Restrictions on the territories or areas in which customers can sell products raise concerns in Europe and certain other
countries. Consult the Legal Department before reaching any such agreement.
• C. Conduct Designed to Injure Competitors

It is not illegal for Alicon to promote its interests over those of its competitors through better products, better prices, or
better service. Nor is it illegal for Alicon to gain a high market share or even a monopoly position by having better
products, better prices, better service or other competitive advantages.
However, it may be illegal for a company to engage in unfair or exclusionary conduct (i.e., conduct designed to obstruct
competitors, rather than promote competition). The key question is whether the conduct at issue promotes legitimate,
strong competition, or whether it is designed to use Alicon’s market power or market position to undermine competition
on the merits. If you have doubts, contact the Legal Department.
Some examples of conduct designed to injure competitors that may violate antitrust or competition laws include:
1. Pricing Below Cost

Pricing below cost is considered unlawful if it tends to create monopoly power, or in some countries, if the company has a
dominant position in the market.
2. Exclusive Dealing Contracts

• • Exclusive dealing contracts may be lawful or illegal depending on the circumstances. Consult the Legal
Department before negotiating or finalizing any such agreement.
• • Two types of exclusive dealing contracts are common in the Company's business operations: (a) exclusive
distribution agreements and (b) exclusive supply agreements. In exclusive distribution agreements, the Company may
agree with a distributor (or vice versa) that the Company will not supply its products to another distributor in the
territory. In exclusive supply contracts, a wholesaler or other customer agrees with the supplier to purchase a product
only from the supplier.

3. Tying

Conditioning the sale of one product on the customer’s agreement to purchase another product can violate the antitrust
laws in certain circumstances. Such agreements have the potential to unfairly limit or preclude competition for the “tied”

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product.
4. Loyalty Discounts or Bundled Discounts

Loyalty discounts or bundled discounts that can be earned only by purchasing multiple products can result in antitrust
liability if “equally efficient” competitors are unable effectively to compete. The Legal Department should review any
bundled discounts or loyalty discounts offered by Alicon.
5. Differential Pricing

Charging different prices to similarly situated customers that compete with one another can violate the antitrust laws if
the differential pricing provides a competitive advantage for the favored customer.
• D. Intellectual Property Restraints

1. License Restraints

• • While many licensing restrictions are lawful, terms that restrict international trade or restrict competition
beyond the scope of the intellectual property rights may violate antitrust laws.
• • Exclusive patent licenses between potential competitors are subjected to heightened scrutiny.
• • Because of the many technical legal rules relating to intellectual property licenses, consult the Legal Department
before negotiating or finalizing such licenses.

2. IP Litigation Settlements

• • Settlements of IP litigation with the following characteristics have received heightened antitrust scrutiny: (1)
payments by the patent holder to the alleged infringer in excess of litigation costs; (2) restrictions on the market entry of
generic substitutes; and (3) restrictions on the ability of a generic company to exercise or to relinquish rights to 180 days
of market exclusivity.
• • Consult the Legal Department early in the process when considering settlement of any IP dispute.

• E. Import and Export Restrictions in the European Union

In the European Union, competition authorities apply their competition law to promote parallel imports among member
countries. Agreements that tend to obstruct parallel imports are automatically suspect, so you need to consult the Legal
Department before using such restrictions.
Examples of problematic contract clauses include:
• • a clause in a contract with a wholesaler in member country A that prohibits the wholesaler from selling the
Company's product in member country B;

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• • a clause in a contract with a wholesaler in member country A that prohibits the wholesaler from selling the
Company's product to a customer who in turn might export the product to member country B; • a clause in a contract
with a wholesaler granting the wholesaler service or other guarantees that are only applicable if the end user is in the
same country as the wholesaler;
• • a clause in a contract with a wholesaler offering the Company's product at a more favorable price, or on more
favorable terms, if the product is resold only in the same country, with a higher price and/or less favorable terms if the
product is exported.

• F. Obtaining Competitive Information

General business information about competitors, customers and vendors is important to maintain and improve upon our
competitive position both in terms of products and technology. However, you must use only ethical and legal means to
gather competitive information – improper means include misrepresentation, deception, theft, spying or bribery to
develop or obtain competitive information. In addition, you must not:
• • induce present or former employees of competitors, customers or vendors to disclose any of the competitors’
proprietary or confidential information (even if such information is offered gratuitously, it should be refused), or

• • question any fellow personnel in a manner that is likely to result in proprietary or confidential information of a
previous employer being disclosed.

1. Use of Competitive Information

Certain competitive information can be used fully and freely, such as information that is available in trade and other
publications, obtainable by analysis of a competitor’s marketed products, or disclosed in formal presentations at public
meetings. However, when information is received privately or in small group discussions, use care to determine whether
the information is considered secret or whether a confidential relationship is being breached. If either condition exists,
you should avoid receiving the information.

2. Recruitment and Hiring

You should not recruit or hire people for their knowledge of proprietary information of current or former employers that
are competitors, customers or vendors of Alicon. New employees and other personnel should be advised against
disclosing or using any proprietary or confidential information of their former employer. However, all personnel can and
are expected to otherwise make full use of the skills, experience and general knowledge learned in their previous
employment.

3. RECOMMENDATIONS
You need to be careful in your writings and communications to avoid using words and phrases that might suggest or be
misunderstood to indicate antitrust or competition law violations.
DO NOT:
• • use expressions implying guilt (e.g., "Please destroy after reading")

• • discuss prices or pricing policies, exchange price lists, or discuss other terms of sale with competitors. If a
competitor attempts to discuss pricing with you,

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• refuse, tell them to stop, depart from their company immediately and inform the Legal Department. (You may
obtain pricing information about competitors from customers or publicly available sources.)

• • discuss future production, restraints on production, product content or marketing plans with competitors

• • suggest or agree with a competitor to sell or to refrain from selling to any customers, territories or product
markets

• • use words that might falsely imply that a course of action is being pursued as a matter of “industry agreement”
or “industry policy” rather than as a matter of Alicon’s individual decision and self-interest

• • give favored prices, promotional allowances or services to one reseller that competes against another unless
there is legal justification – i.e. “meeting competition,” cost justification, equal availability and functional discounts

• • speculate as to the legal propriety or consequence of conduct

Instead. . .
DO:
• • compete vigorously, independently, ethically and in compliance with all applicable laws and regulations,
including antitrust laws

• • be alert to those situations that may require advance legal review, such as terminating a customer, responding
to governmental inquiries, pricing the same product differently to direct competitors, entering into agreements with a
competitor, etc.
• bring legal issues to the Legal Department before you act and seek the counsel of the Legal Department when in doubt
avoid exaggerations (e.g., "This new venture will destroy the competition") refrain from stating legal conclusions and
from paraphrasing legal advice received from the Legal Department unless you are an attorney be careful in describing
competitors, their actions, and their prices (e.g., “ABC Co. will go along with this pricing”)
• in discussing information about competitors, identify the sources of the information to dispel the impression that the
information might have come from the competitors themselves (e.g., “According to XYZ Co., ABC Co. raised its price
15%”).

18. CONFLICTS OF INTEREST

Below situation may take many different forms that include, but are not limited to, conflict of interest examples:
Employees’ ability to use their position with the company to their personal advantage
Employees engaging in activities that will bring direct or indirect profit to a competitor
Employees owning shares of a competitor’s stock
Employees using connections obtained through the company for their own private purposes
Employees using company equipment or means to support an external business
Employees acting in ways that may compromise the company’s legality (e.g. taking bribes or bribing representatives of
legal authorities)

The possibility that a conflict of interest may occur can be addressed and resolved before any actual damage is done.
Therefore, when an employee understands or suspects that a conflict of interest exists, they should bring this matter to
the attention of management so corrective actions may be taken. Supervisors must also keep an eye on potential conflict
of interests of their subordinates.
The responsibility of resolving a conflict of interest starts from the immediate supervisor and may reach senior
management. All conflicts of interest will be resolved as fairly as possible. Senior management has the responsibility of
the final decision when a solution can not be found.
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In general, employees are advised to refrain from letting personal and/or financial interests and external activities come
into opposition with the company’s fundamental interests.

19. ACKNOWLEDGEMENT OF RECEIPT OF THE CODE

All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s)
thereto, in the acknowledgement form annexed to this Code vide Appendix-II and forward the same to the Compliance
Officer.
ACKNOWLEDGEMENT OF RECEIPT OF THE CODE

All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s)
thereto, in the acknowledgement form annexed to this Code vide Appendix-II and forward the same to the Compliance
Officer.

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