1. PURPOSE:

The purpose of this Code is to serve as a guide to the Directors and Senior Management Personnel of JUVENOR HEALTHCARE PRIVATE LIMITED on the principles of integrity, transparency, business ethics and to set up standards for compliance of Corporate Governance.

1. GUIDELINES:

The Directors and Senior Management Executives of the Company shall:

• Act within the authority conferred upon or delegated to them.
• Exercise independent judgement on issues of strategy, performance and policy matters.
• Apply themselves diligently and objectively in discharging their responsibilities.
• Dedicate sufficient time and attention to the Company’s business to ensure diligent performance of their duties.
• Endeavour to attend all the meetings of the Board and its Committees of which they are members or invitees.
• Actively participate in the discussion and decision making at the meetings.

III. APPLICABILITY:

This code of conduct is applicable to all the directors and senior management of JUVENOR HEALTHCARE PRIVATE LIMITED. Senior Management means all Executives as specified by the Board from time to time.

1. HONESTY & INTEGRITY:

All the Directors and Senior Management Personnel of the Company shall conduct their activities on behalf of the Company and on their own behalf, with honesty, integrity and fairness. The Directors and Senior Management Personnel of the Company will act in the best interests of the Company and fulfil the fiduciary obligations.

1. CONFLICT OF INTEREST:

If an individual’s personal interest interferes with the interests of the Company, a ‘conflict of interest’ arises. In such a situation the Directors/ Senior Management must promptly disclose the details to the Board of Directors.

1. COMPANY PROPERTY:

The Directors and Senior Management of JUVENOR HEALTHCARE PRIVATE LIMITED should protect the Company’s assets and ensure their efficient use. All company assets should be used only for legitimate business purposes.

VII. CONFIDENTIALITY:

• Any information concerning the Company’s business, its customers, suppliers, etc.

          shall be considered as confidential.

• No Directors or Senior Management Executive shall provide any information

         concerning the Company or its business or its customers, suppliers etc., either

          to any person.

• Directors must ensure that the information is not used by them for the benefit of any of the Company’s competitors or other parties who, if in possession of the said information, may use it in a manner inconsistent with the Company’s interests.
• The obligation of confidentiality shall continue even after such person ceases to be

          Director or Senior Management Executive of the Company.

VIII. FAIR DEALING:

The Directors and Senior Management Personnel should endeavor to deal fairly and

not seek to take unfair advantage of the Company.

1. COMPLIANCE WITH LAWS AND REGULATIONS:

The Directors and Senior Management Personnel should comply with all the applicable laws, rules and regulations for the time being in force.

1. NON-COMPLIANCE:

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations shall be appropriately investigated.

1. ANNUAL AFFIRMATION:

The Directors and Senior Management shall affirm compliance with the Code as on 31st March of each year.