Flex Engineering Limited is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This Code of conduct (Code) is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director and Designated Officer [Designated Officer means Chief Executive Officer and Vice President(s)] is expected to comply with the letter and spirit of this Code.

The Directors and Designated Officers of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

Flex Engineering Limited has authorised the Company Secretary as Compliance Officer to administer this Code.  Directors and designated officers at their discretion may make any report or complaint provided for in this Code to the Chairman of the Company or to the Compliance Officer.

A conflict situation can arise:

1. When Director and Designated Officer takes action or has interests that may make it difficult to perform his or her work objectively and effectively,

2. The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company,

3. Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company,

4. The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings,

5. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company,

6. Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company.

The Directors and Designated Officers should be scrupulous in avoiding 'conflicts of interest' with the Company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Chairman of the Company and a prior written approval should be obtained.

The Directors and Designated Officers shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but also at company sponsored business, social events as well as any other places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.

The Directors and Designated Officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors and Designated Officers are expressly prohibited from:

1. Taking for themselves personally, opportunities that are discovered through the use of Company's property, information, or position,

2. Competing directly with the business of the Company or with any business that the Company is considering.

3. 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 activity, he/she may pursue such activity only after disclosing to and taking approval of the same from the Chairman of the Company.

Flex Engineering Limited shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. Flex Engineering Limited shall be committed to prevent the wasteful use of natural resources and minimise any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

Flex Engineering Limited shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting as far as possible in the improvement of the quality of life of the people in the communities in which it operates with the objective of making them self reliant.

Such social responsibility would comprise: to initiate and support community initiatives in the field of community health and family welfare, water management, vocational training, education and literacy and encourage application of modern scientific and managerial techniques and expertise. This will be reviewed periodically in consonance with national and regional priorities

The company would strive to pursue these activities with the best of its intent & spirit. The company would also encourage volunteering amongst its employees and help them to work in the communities. Flex Engineering Limited shall also be encouraged to develop social accounting systems and to carry out social audit of its social operations.

The Directors and Designated Officers shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

Each Director and Designated Officer should deal fairly with customers, suppliers, competitors, and employees of the company. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

All Directors and Designated Officers should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes.

The Directors and Designated Officers should sign the acknowledgement form at the end of this Code and return the form to the Compliance Officer indicating that they have received, read and understood, and agree to comply with the Code. The signed acknowledgement form will be located in each Officer’s personnel files. Each year, as part of their annual review, Officers will be asked to sign an acknowledgement indicating their continued understanding of the Code. Any Director and Designated Officer, who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the Compliance Officer or other concerned department of the Company before taking any action that may jeopardize the Company or that individual.

Our policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the various authorities and in our other public communications. Accordingly, our Officers must ensure that they and others in the Company comply with our disclosure controls and procedures, and our internal controls for financial reporting.

If any Director and Designated Officer who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Chairman of the Company or Compliance Officer. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company’s assets, financial integrity and reputation

Violation of this Code of Conduct will result in disciplinary action.  Based on the preliminary examination of the complaints received directly by the Chairman and/or referred by the Compliance Officer to him, if he deems fit, will refer such complaints to the Disciplinary Committee for conducting enquiries for the breach of the Code of Conduct.

A Committee duly constituted by the Board and designated as the Disciplinary Committee of the company shall be the Disciplinary authority for the purpose of this code. It shall be headed by the Chairman of the Company with two directors as members  nominated to the Committee by the Board. One of the members of the Committee shall be a director preferably with legal background. The Company Secretary shall be the Secretary of the Committee.

The procedure for the conduct of inquiries for the breach of the rules of the Code or any other misdemeanor committed by an officer shall be as determined by the Committee. However, the following procedure shall mandatorily be prescribed in laying down the procedure by the Committee:-

1. The proceedings against an officer shall be initiated by serving on him a charge-sheet containing the acts of omission or commission and misdemeanors committed by him,  for which proceedings are considered necessary. Copies of all the papers/documents and evidence on which reliance is proposed to be placed in support of the charges framed, shall also be sent to the officer, for preparing his defence. A minimum period of 21 days shall be given  to the charged officer for filing his defence.

2. The Committee shall take decision regarding the action to be taken against the officer considered guilty only after giving the officer concerned an opportunity of being heard to enable him to put up his defence. No enquiry, however, be necessary if the officer pleads guilty and accepts the charge.

The Committee shall decide whether the officer found guilty should remain in office during the course of the continuance of the enquiry. If his continuance in office is considered detrimental to the interests of the company, the Committee shall have power to place him under suspension for the period for which enquiry continues.

1. If a director of the company is found guilty of the charged enquired, he shall have to vacate the position of director immediately after the pronouncement of the decision by the Committee.

2. This would, however, be without prejudice to the company’s right to recover loss caused to the company by the officer’s conduct as also in regard to action that the company may like to take against him under the civil, criminal and other laws of the country.

3. If the officer found guilty is the designated officer, the Committee can, looking to the gravity of the breach of Code / misdemeanor and punish the officer in any manner mentioned hereinafter, taking into account all the facts and circumstances of the case. The punishment would be :-

   a.  Warning

   b.  Withholding of increment(s)/promotion

   c.   Reduction to a lower grade/post/service 

   d.   Recovery of loss caused to the company        

   e.    Retirement/dismissal from service

Nature of punishment shall be decided on the merits of the case. The saving clause mentioned at 18(b) earlier will also apply to senior management officers.

The order, to be passed by the Committee, shall be self contained, speaking and reasoned order. A copy of the same shall be served on the officer, whose conduct has been enquired into. The Committee’s order shall be authenticated by the Compliance Officer of the Company.

The order passed by the Committee shall be  final and no appeal against the same would be permissible. However, the aggrieved officer, can file a review petition within 30 days of the receipt of the order by him, which the Committee can consider and pass order on the same within 30 days of the receipt of such petition. For valid reason, this period of 30 days can be extended by another 30 days – but not more.

Any question or interpretation under this Code of conduct will be handled by the Compliance Officer. The Chairman of the Company has the authority to waive compliance with this Code of conduct for any Director and Designated Officer of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Chairman.

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or modification of any provision of this Code must be approved in writing by the Company’s Board of Directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or modification.

I have received and read the Company’s Code of Conducts for Directors and Designated Officers (the “Code”). I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my job. I agree to comply with the Code.

If I have questions concerning the meaning or application of the Code, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult the Secretarial Department or the respective  department, and that my questions or reports to these sources will be maintained in confidence.

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Director / Officer Name

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Signature

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Date

Note : - Please sign and return this form to the Secretarial Department.