Introduction

This Code for the members of the Board of Directors and for the Senior and other managerial personnel of South Asian Enterprises Limited (the ‘Company’) is aimed to help the Company to promote and maintain ethical conduct, to prevent any wrong doing and ensure compliance with the legal requirements particularly under the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, at Board and top management level. This code embodies the belief that ‘acting always with the Company’s legitimate interest in mind and being aware of the Company’s responsibility towards its stakeholders’ is an essential element of the Company’s long term excellence.

Applicability

The code is applicable to the following persons (hereinafter referred to in this code as ‘the Officers’), unless repugnant to the context or specified otherwise in this code:

1. Members of the Board of Directors of the Company and

2. Senior Managerial personnel i.e. all members of management one level below the Managing Director including all functional heads and such other person(s) as Managing Director may decide.

All concerned are expected to read and understand this code and to uphold standards set out under this, in his/her day-to-day activities. As the principles set out under this are general in character, officers should also review the Company’s other applicable policies and procedures for more specific instructions. In case of any difficulty in interpretation or allied matters they may contact the Compliance officer. The Company Secretary or such other person as decided by the board for the time being shall be the Compliance officer for this purpose.

Definitions

Interest in Transaction: Interest in any transaction (be a contract or arrangement) either through himself or through any of the relatives defined in schedule 1A of the Companies Act, 1956 or as may be specified under any applicable regulations, in force for the time being.

Corporate Opportunity: Corporate Opportunity is an opportunity in which the Company has a right/property/interest or expectancy or opportunity, which in justice should belong to the Company.

Approval of / Disclosure to the Board: For this purpose, Board of Directors includes any person(s) or committee nominated by the Board.

Honesty & Integrity

All officers shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated and will act in the best interests of the Company. They shall fulfil the fiduciary obligations.

Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers, and employees are expressly prohibited from: A Taking for themselves personally, opportunity that are discovered through the use of Company’s property, information, or position. b. Competing directly with the business of the Company or with any business that the Company is considering. c. Using Company’s property, information, or position for personal gain if the Company has finally decided not to pursue an opportunity that relates to the Company’s business actively, he/she may pursue such activity only after disclosing the same to the Board of directors or the person(s) nominated for this purpose.

Conflict of Interest

Officers of the Company shall not engage in any business, relationship or activity, which may come in conflict with the interest of the Company, its subsidiaries or its associates. Conflicts can arise in many situations. It is not possible to define and cover every possible conflict situation. Officers shall himself judge by the spirit of this code, any other situations and acts that may amount to conflict or impair his/her independence or may consult the Compliance officer. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential –

1. 1. Officers should not engage in any activity / employment that interferes with the performance or responsibility towards the company or is otherwise in conflict with or prejudicial to the company.
   2. Officers and their immediate families should not invest in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility towards the company.
   3. Officers 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 of the company and approval be obtained therefore.

Compliance

Officers 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, officers must report any possible violation of law, rules, regulations or the code of conduct to Board through the compliance officer in writing within a reasonable period of knowledge of notice of the breach.

Duties of Independent Directors Independent Directors being the overseers in a Company shall have the following duties:-

1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. strive to attend the general meetings of the company;
6. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7. keep themselves well informed about the company and the external environment in which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10. ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
12. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

In case of uncertainty about legal rules involving Company business conducted by person concerned he/she should consult the Compliance officer.

Other Directorships

The Company feels that serving on the Board of Directors of other companies may raise substantial concerns about potential conflict of interest. Therefore, all directors 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.

Confidentiality of Information

Any information including private, proprietary and other information concerning the Company’s business, its customers, suppliers etc., which is not in public domain, e.g. which might be of use to competitors or harmful to the Company or its associates, if disclosed, and to which the officer has access or possesses such information, must be considered

confidential and held in confidence, unless authorised to make it public / disclose it as directed or when disclosure is required as a matter of law. No officer shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised.