Code of Conduct

This code of conduct is for compliance by all Board Members and Senior Management Staff of Radaan Mediaworks India Limited (hereinafter called Radaan). The Term “Senior Management” has the same meaning as given under the explanation in the relevant Section thereto under clause 49 and shall mean personnel of Radaan who are members of the core management team excluding Board of Directors and shall comprise all members of management one level below the executive directors including all functional heads.

All Directors and Senior Management staff must act within the bounds of authority conferred upon them and with a duty to make and enact informed decisions and Policies in the best interest of the company and its shareholders.

With a view to maintain high standards Radaan requires the following rules/code of conduct should be observed in all activities of the Board. The company appoints the company Secretary as the compliance officer for the purposes of the code who will be available to Directors and Senior management to clarify any queries and to help them to comply with the code.

1)Honesty & Integrity:

All Directors /Senior Management staff shall conduct their activities on behalf of Radaan and on their personal behalf with honesty integrity and fairness. All Directors will act in good faith responsibly with due care competence and diligence without allowing their independent judgment to be subordinated. Directors/Senior management will act in the best interest of Radaan and fulfil the fiduciary obligations.

2)Conflict of interest:

Directors/Senior Management Staff shall not engage in any business relationship or activity which may be in conflict of interest of Radaan.

Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times it will not be easy to distinguish between proper and improper activity. Set forth are some of the common circumstances that may lead to a conflict of interest actual or potential.

1. Directors/ Senior Management staff shall not engage in any activity/employment that interferes with the performance or responsibility to Radaan or is otherwise in conflict with or prejudicial to Radaan.
2. Directors/Senior management staff and their immediate families should not invest in a company customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to Radaan.
3. Directors/Senior Management staff should avoid conducting company business with a relative or with a firm /company in which a relative /related party is associated in any significant role. If such related party transaction is unavoidable it must be fully disclosed to the Board.

3)Compliance:

Directors/Senior management staffs are required to comply with all applicable laws, rules and regulations both in letter and spirit. In order to assist the company in promoting lawful and ethical behaviour, Directors/senior management staff must report any possible violation of law rules, regulations or the code of conduct to the Company Secretary.

4)Other Directorships:

Radaan feels that serving on the Boards of Directors of other companies may raise substantial concerns about potential conflict of interest. Therefore all Directors/Senior management staff must report /disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the company.

5)Confidentiality of information:

Any information concerning the company’s business its customers suppliers etc which is not in the public domain and to which the Director/senior management staff has access or possesses such information must be considered confidential and held in confidence unless authorized to do so and when disclosure is required as a matter of law. No Director/Senior management staff shall provide any information either formally or informally to the press or any other publicity media unless specially authorized.

6)Prevention of insider Trading:

No Director/Senior management staff of the company shall derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company not in public domain and therefore constitutes insider information. All Directors shall comply with the Prohibition of Insider Trading Rules of the company.

7)Gifts & Donations:

No Director/Senior management staff of the company shall receive or offer directly or indirectly any gifts donations, remuneration, hospitality, illegal payments and comparable benefits which are intended or perceived to be intended to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature for special events may be accepted and reported to the Board. However this Section does not attract Seasonal gifts Viz Diaries & calendars given as yearly gifts in the ordinary course of business.

8)Protection of Assets:

Directors/Senior management staff must protect the company’s assets, labour and information and may not use these for personal use unless approved by the Board

9)Periodic Review:

At the time of appointment or upon revision of this code every Director / Senior management staff must acknowledge and execute an understanding of the code and once every year shall confirm compliance of the Code.