Preamble
Directors manage the affairs on the Company behalf and act for the Company benefit and interests. Accordingly, Directors have a fiduciary relationship with the Company. Their fiduciary duties arising from such relationship are akin to those of a trustee and they are expected to display utmost good faith in their dealings on behalf of the Company or with the Company. They are also not expected to use any of the Company’s assets or information relating to its business, which may come to their control or possession in order to gain any advantage to themselves at the cost of the Company. In addition to their fiduciary duties, Directors owe a duty of care to the Company and not to act negligently in the management of its affairs, the standard of care being that of a prudent and reasonable man looking after his own affairs.

Code of Conduct
Based on the above principles the Directors of Axigen are expected to observe the following Code of Business Ethics and Conduct (Code).
 

1. Honesty & Integrity
   All Directors shall conduct their activities, on behalf of the Company and on their personal behalf with honesty, integrity and fairness. All Directors will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will Act in the best interests of the Company and fulfil their fiduciary obligations.

2. Conflicts of Interest

Introduction
The Company respects the right of any director to participate in outside financial business or other activities, provided those activities are legal and do not conflict with the director’s duties. Accordingly, directors are to avoid any business or other relationship that may create a conflict with the best interests of the Company. Conflicts can arise in many situations. They occur most often in cases where a director or member of the director’s family obtains some personal benefit which may be at the expense of the Company’s best interests. It is impossible to cover every potential conflict situation and at times it will not be easy to distinguish between proper and improper activity. In doubtful cases, directors should adopt the highest standard of conduct or consult the Company before taking action. Set forth below are some of the more common circumstances that may lead to a conflict of interest and the duties of directors in connection with such developments.

Outside Activities and Business Interests
At least annually directors are required to disclose to the Company any activity or investment of the director or any member of the director’s immediate family that raises a potential conflict of interest and falls into one of the following categories.

• Service as an employee, officer, director, agent or consultant of any entity.
• Participation as a sole proprietor, partner, joint venture or holder of Five Percent (5%) or more of any class of stock in any entity.
• Investments in or business activity involving any competitor, joint venturer, strategic alliance partner or financing institution of any of the Company.
• Transactions valued at Fifty Thousand Rupees or more involving any person or entity that supplies goods or services to the Company and participation in any investment or business activity with any director, officer or Five Percent (5%) or greater stockholder of the Company.

In the event that a director enters into a new relationship of one of the types listed above in the interim between reports to the Company and where the director believes in good faith that such new relationship presents significant potential for a conflict of interest to arise, the director is required to notify the Company of the new relationship prior to the next meeting of the Board or of any committee of the Board on which the director serves.

Significant Interested Transactions
Transactions between the Company and any entity in which a director, or a member of the director’s immediate family has a substantial interest can create possible conflicts of interest. Accordingly, promptly after becoming aware of any significant transaction between any one of the Company and

(i)  the director,

(ii)  a member of the director’s immediate family, or

(iii)  a corporation or other business entity in which the director or a member of the director’s immediate family serves as a director, officer, owner, 2% or greater stockholder or partner, the director shall disclose such transaction to the Company. Thereafter, to the extent, any aspect of the transaction comes before the Board, or a committee of the Board on which the director serves, the director shall abstain from consideration and voting on such matter.

3. Confidentiality   
Directors shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties, its business and its customers/vendors which they have become aware of in the course of their directorship either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them as Director. Directors shall not also make use of such information for any purpose other than for the benefit of the Company.

4. Not to Make Secret Profit   
A Director shall not make any secret profit out of his position. If a Director receives information on a potential business opportunity in his capacity as a Director of the Company, he shall not use that opportunity for his own purpose.

5. Non–Compete    
Without taking prior consent of the Board Directors of the Company, Directors shall not accept any position of influence or of pecuniary interest including directorship in any other organization whose business is in direct competition with that of the Company.

6. Other Directorships    
The Company feels that serving on the Board of Directors of other companies may raise substantial concerns about a potential conflict of interest. And 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.

7. Not To Contract Individually   
A Director shall not act on behalf of the Company with any party or commit himself on behalf of the Company in regard to any arrangement or contract of a binding nature unless specifically authorized by the Board in that behalf.

8. Gifts & Donations    
No Director 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, maybe accepted and reported to the Board.

9. Protection of Assets    
Directors must protect the Company’s assets, labour and information and shall not use these for personal use unless approved by the Board.

10. Compliance 
Directors are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Company.

11. Employee Directors   
A Wholetime Director/Executive Director, who is an employee of the Company shall, in addition to the above, be bound by the terms and conditions of his employment with the Company. He has to wholeheartedly devote his time and attention to the affairs and business of the Company within his remit and has to ensure all legal compliances on behalf of the Company in the area of work for which he has been made responsible

12. Voting    
When a Director exercises his voting right as a shareholder at any general meeting of the Company, he is free to vote in his own best interest like any other shareholder. However, when a Director votes as a Director in any Board Meeting or Committee Meeting, he does so in his fiduciary capacity and is bound to vote not in his own personal interest but in what he considers to be the best interests of the Company.

13. Periodic Review   
Once every year or upon revision of this code, every Director must acknowledge and execute an undertaking to comply with this code. New Directors will sign such an undertaking at the time when their directorship begins.

Preamble
Senior Management Personnel comprising employees at the level just below Wholetime Director/Executive Director and holding positions such as Presidents, Senior Vice Presidents, Vice Presidents, General Managers and Head of the Company’s Works, as the case may be, form the core executive management team of the Company. Working under the superintendence, control, and guidance of the Managing Director and Executive Directors, they are responsible for the implementation of all management decisions concerning the operations of the Company and for achieving its business objectives. While doing so, they have to uphold and protect the Company’s reputation for integrity and fair dealing and to set examples within the Company.

Code of Conduct        
Based on the above principles the Senior Management Personnel of Axigen are expected to observe the following Code of Conduct.

1. Avoidance of Conflict of Interest
   Senior Management Personnel having financial, personal, or family interest in a vendor, customer, or competitor shall make such interest known to their immediate superiors and shall abstain from the decision–making process related to such vendor, customer, or competitor. For this purpose, ‘family’ will mean spouse, children, brothers, sisters, and parents.

2. Business Integrity and Ethics
   Senior Management Personnel shall adhere to the highest standard of integrity and ethics in the discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them, they are expected to conduct themselves in such a manner as to avoid any act which may bring embarrassment to the Company and to themselves.

3. Terms and Conditions of Employment and Legal Compliance
   Senior Management personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company’s HR policy as in force from time to time. They shall provide the necessary support to the Wholetime Director/Executive Director in ensuring that all national and local laws, regulations, and customs falling within their respective areas are complied with.

4. Not to Make a Secret Profit
   Senior Management personnel shall not make any secret profit out of their position. If they receive information on a potential business opportunity in their official capacity, they shall not use that opportunity for their own purpose.

5. Confidentiality
   Senior Management personnel shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business, and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall also not make use of such information for any purpose other than for the benefit of the Company.

6. Non–Compete
   Without taking prior consent of the Company, Senior Management personnel shall not accept any position of influence or of pecuniary interest in any other organization whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.

7. Periodic Review
   Once every year or upon revision of this code, every senior management personnel of the Company must acknowledge and execute an undertaking to comply with this code. New senior management personnel will sign such an undertaking at the time when their employment begins.

• • Purpose
    1. 1. We conduct our business with honesty and integrity and in compliance with all applicable legal and regulatory requirements in order to build a successful organization. This Code of Conduct sets out the fundamental standards to be followed by all Axigen employees in their everyday actions on behalf of the Company. Further guidance on the Company’s standards in specific areas, wherever, will be provided through further corporate policies and guidelines from time to time.
  
  
  • • Scope
    1. 1. This Code of Conduct policy applies to all Axigen employees, worldwide, within all sectors, regions, areas, and functions.
  
  
  • • Policy
      Each Axigen Healthcare employee must.
    1. 1. Conduct the Company’s business with honesty and integrity and in a professional manner that protects the Company’s public image and reputation.
       2. Build relationships with customers, vendors and fellow employees based on trust and treat every other individual with respect and dignity in the conduct of Company’s business.
       3. Become familiar with and comply with all applicable legal requirements as well as Company’s policy and procedures.
       4. Avoid any activities that could involve or lead to involvement in any unlawful activity or do any harm to the Company’s reputation or image.
       5. Avoid actual or potential conflicts of interests with that of the Company in all transactions.
       6. Provide accurate and reliable information in records submitted, safeguard the Company’s confidential information, as well as respect the confidential information of other parties with whom the Company does business.
       7. Promptly report to the Company any violations of law or Company policies that come to the employee’s attention and cooperate fully in any audit, inquiry, review, or investigation by the Company or any regulatory agency. Every employee has a duty of undivided loyalty to Axigen. This means that employees should make decisions objectively and, in the Company’s, best interests. For these reasons, each employee should either avoid or fully disclose in writing to the Company any activity, interest, association, or relationship that could conflict with the independent exercise of his or her judgment in the best interests of the Company
       8. Every employee should adhere to Company’s six core values – Integrity, Passion for Excellence, Participative Decision Making, Concern for Society & Environment, Fairness with Care and Transparency.
       9. Every employee should adopt Company’s Whistle Blower Policy to surface unethical practices, within the Company, if any, comes to his/her knowledge
  
  
  • • Responsibility
    1. 1. All employees must uphold these standards in the conduct of Company business. The Company must handle in a manner consistent with these standards and related policies all actual and apparent conflicts of interest between personal and professional relationships and all other matters governed by this code and such related policies. If a decision about a particular action is not covered specifically by this code or related corporate policies, employees are required to seek guidance from their supervisor or appropriate internal resources such as the Legal Department, Human Resources or Company’s Compliance Department.
       2. Senior management should be a role–model for these standards by visibly demonstrating support and by regularly encouraging adherence by all managerial staff. Managers should ensure all their employees receive guidance, training and communication on ethical behaviour and legal compliance relevant to their duties for the Company.
       3. Failure by any employee to comply with this or any Axigen’s policy will subject such employee to disciplinary action up to and including separation from employment with the Company.
  
  
  • • Reporting Violations
      To report violations of the Policy without fear of restriction, or to request advice when in doubt about the propriety of some action, call or write to:

Compliance Department
Axigen Healthcare Private Limited,
A-20A, 20^th Floor,
SolitaireTower,
Ghodbunder Road,
Thane (W)- 400615 (Mumbai),
Maharashtra, INDIA
hr@axigenhealthcare.com