Code of Conduct

CODE OF CONDUCT  FOR DIRECTORS AND SENIOR MANAGERS
(PURSUANT TO CLAUSE 49(1)(D) OF THE LISTING AGREEMENT

I.CODE OF CONDUCT FOR BOARD OF DIRECTORS:

1. adopt highest standards of personal and professional integrity and ethical conduct
2. act diligently, openly, honestly and in good faith
3. provide leadership in advancing the company’s vision, values and guiding principles
4. attend and actively participate in regular and special meetings of Board and committees on which they serve
5. understand the company’s principal business plans, strategies and objectives, results, financial condition and relative market place position
6. declare/disclose any change in their employment, other board positions, committee memberships immediately from the date of change
7. disclose relationship with other business, charitable, conflicts of interest, which may interfere with their ability to perform their function as Director
8. disclose shareholding in the company and the changes thereof immediately
9. make all necessary disclosures to the company in terms of the Companies Act, 1956, the Listing Agreement and any other law for the time being in force
10. be independent in judgement and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors
11. devote their full attention to the business interest of the company
12. not engage in any activity which is prejudicial to the interest of the company
13. ensure the confidentiality of information they received while being in office of Director and disclosed only when authorized by the Company or is required by law

II.CODE OF CONDUCT FOR SENIOR LEVEL EXECUTIVES:

1. abide by the ethical business conduct, uphold the standard in day to day activities with all applicable laws, rules and regulations
2. follow highest standards of personal and professional integrity, honesty and ethical conduct while working in the company’s premises or outside or in social events
3. avoid any conflict of interest with the company’s business policies/regulations and not take part in any activity that may enhance, support competitors position
4. devote their full attention to the business interest of the company and shall protect the assets and properties of the company and ensure efficient use for the business of the company
5. Neither give nor accept any improper/illegal and unauthorized gratification for purposes whatsoever
6. Keep confidential all the information available through employment and not to use them for personal gain
7. Ensure the necessary internal control systems are enforced effectively whereby fraud and other illegalities or irregularities, if any are detected and timely remedial action is taken
8. Continuously review, update and strive to improve the procedures and working methodology
9. Pursue healthy human resource policies without any discrimination on account of caste, religion or sex, promote meritocracy, uphold self respect and human dignity to instill a sense of belonging to the organization.
10. Ensure that in dealing with customers, lenders, investors, Government and the community at large, the Company’s image and its interest are well protected
11. Promote safe & healthy working environment and comply with all regulations concerning preservation of the environment of the territory of operation, in conducting the company’s business

NVESTORS CELL, EMAIL AND POSTAL ADDRESS

Exclusive email-id for registration and redressal of investors complaints/clarifications

(Pursuant to SEBI circular No.MRD/DoP/Dep/SE/Cir.22/06 dt 18.12.2006)

investorscell@neocorp.co.in

Company Secretary
Neo Corp International Limited
Corporate office:
3rd Floor,
Trivedi Chambers,
2, Maharani Road,
Indore 452 007

Tel: 0731-4046926-28
Fax: 0731-4046930