Code of Conduct

SONI MEDICARE LIMITED CODE OF CONDUCT

(Pursuant to Revised clause 49 (1) (D) Listing Agreement)
1. All Board members and senior management personnel as defined herein shall comply with this code of conduct which shall come into force from 1-01-2006 (being the date specified by the Board of Directors of the Bank ).
2. Unless the context otherwise requires:–

• Company means Soni Medicare limited.
• Board Members mean the directors of the Company including chairman, managing director, executive director.
• Senior management personnel (SMP) mean senior management personnel of the Company (including functional director) which shall include General Manger.

3.

• All Board members and SMP shall always act in a bona fide manner and exercise power with great care and caution with due diligence to the best of their ability individually and collectively with respect to the work and activity relating to the company.
• All Board members and SMP Shall maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire public confidence and shall not engage in acts dischareditable to their responsibilities.
• No Board member of the company shall be eligible for such appointment or hold such post unless he/she is not disqualified under provisions of section 274 of Companies Act. 1956 and other provision of there under.

4. The Board members / SMP shall exercise powers to the extent provided for and in conformity with the provisions of the Companies Act. 1956, clause 49 of Listing Agreement and Memorandum and Articles of Association of the company and as per the powers delegated to and vested in them.

5. The Board procedures as prescribed shall be followed. The board members being trustees and in fiduciary duties towards the company shall serve the best interests of all stakeholders of the company bank with utmost care and caution. They shall attend board/ Committee meeting regularly and effectively, equip themselves for valuable contribution and provide constructive ideas and assistance possibly for an ideal management and in the best interest of the bank. They shall act in good faith and make full disclosure to the company in question of all material circumstances.

6. Every Board member shall participate and provide assistance in the formulation and execution of strategies in the best interest of the company and give benefit of his experience and expertise to the company when the board is in the throes of raging controversy.

7. No Board member/ SMP shall in any manner or in any way take part in any communication or statement which has the effect of adverse criticism of any policy on action taken or made by the company pursuant to any law, regulation or public policy, or which is capable of embarrassing the relations between the bank and the Govt. /SEBI.

8. No. Board member/SMP shall, either on his own behalf or on behalf of any other person, deal in securities of the company when in possession of any unpublished price sensitive information, and communicate, counsel or procure, directly or indirectly any unpublished price sensitive information to any person, except where the communication required is in the ordinary course of business r profession or employment or under any law.

9. Every executive director (including functional director (including functional director/SMP shall enter into a contract of marriage with a person having a spouse loving ; and no such aforementioned officer having a spouse living shall enter into a contract of marriage with any person.

10. No Executive Director (including functional Director) / SMP shall enter into a contract of marriage with a person having a spouse living and no such aforementioned officer having a spouse living shall enter into a contract of marriage with any person.

11. No Board member / SMP shall engage in any act involving moral turpitude, dishonesty, fraud, deceit or misrepresentation or any other act prejudicial to the administration of the company.

12. All Board members / SMP shall be bound to perform duties and obligations as prescribed under the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 Listing Agreement with con-corned stock Exchange and any other Regulations prescribed thereunder, shall ensure that their personal interest shall not have conflict with their duties and, in particular, shall comply with the following (where applicable):

• Statutory duties under provisions of sections 63, 68, 165, 166, 173, 192, 205, 205A, 205C, 207, 209, 209A, 218, 211(3C0), 217, 228, 224, 228, 248, 285, 295, 297, 299, 300, 305, 308, 398, 73, 58A, 488(3), 628, of Companies Act, 1956 and provisions of Foreign Exchange Management Act. 1999.
• Furnish declaration/representation under provisions of section 274(1)(g) of companies Act.
• Give notice of disclosure of interest under section 299 of Companies ACT. 1956 For renewal (along with list of relatives with their directorships and shareholdings, etc.) in the last month of the financial year in which it would otherwise expire.
• Disclose the requisite shareholding to the company pursuant to Regulation 13. of SEBI (Prohibition of insider trading) Regulation, 1992 within prescribed period.
• Disclose the requisite shareholding to the company and the concerned stock exchanges (where required under Regulations 7 and 8, and comply with other Regulations of SEI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 within prescribed period.
• Secure and protect the properties (including intellectual properties of the company but not use them for a personal gain.
• Comply with all Govt. guidelines issued from time to time applicable to the company.

13. A person, who is disqualifies for being appointed as director under companies Act, 1956 or under any other law for the time being in force, shall not be appointed as director of the company.

14. The constitution of the board of directors of company shall always be in conformity with the requirements of independent directors on its board. The proceedings of various committees of directors, viz. Audit Committee, Shareholders/investors Grievance Committee, Remuneration committee, or any other Committee constituted in compliance with provisions of Companies Act, 1956 and Clause 49 of listing Agreement. Shall be placed before the Board of company for review and advice, if any. The independent directors shall made periodical review of legal compliance reports prepared by the company as well as steps taken by the company to cure any taint. All Directors / SMP of the company shall individually and collectively ensure compliances with provisions of listing Agreement and in particular with clause 49 of Listing Agreement.

15. The Directors / SMP of the company, their relatives (within the meaning of section 6 of companies Act, 1956) and the firms / companies in which they (including their relatives hold substantial interest, shall not be granted loans and advances (including guarantees by the company, however such loans and advances including guarantees to directors / SMPs being employees for the purpose of purchase fully up shares in the company shall be governed by section 77(2) provisos and (30 of Companies Act, 1956 and E employees stock option scheme under SEBI guidelines.

16. No Director / SMP, except the managing director who is responsible for overall day-to-day functions of the company, shall interfere in day to day functioning of the company, nor exercise an influence of any kind on any employee / office / division of the company. A director, except the managing director, of the company shall not use logo or design of the company on visiting card / letter head and every Board member / SMP shall maintain secrecy about all papers / information of a director / SMP should not result against the overall interest of the company and any directions / guidelines issued by the Govt. / SEBI.

17. Any Director / SMP shall not accept gift or reward from another company. Similarly, no Director / SMP shall compete with the company and involve in unlawful harassment.

18. All Board members / SMP shall affirm compliance with this code on annual basis. The annual report of the company shall contain a declaration to this effect signed by the MD.

19. Every officer, before entering upon his duties, makes a declaration of fidelity and secrecy in the fore set out in Schedule-1.

I have read the aforementioned code of conduct of the company and agree to comply with the same.

Name: …………………….

Signature: ……………….…

Date: ……………………

1. ……………………………………do hereby declare that I will faithfully, truly and to the best of my skill and ability execute and perforce the duties required of me as director / officer (as the code may be) of Soni Medicare limited, and which properly relate to the office or position in the said Soni Medicare Limited held by me.

2. Further declare that I will not communicate or allow to be communicated to any person not legally entitled the rot any information relating to the affairs of Soni Medicare Limited or to the affairs of any person having any dealing with Soni Medicare Limited nor will I allow any such person to inspect or have access to any books or documents belonging to or in the possession of Soni Medicare Limited and relating to the business of Soni Medicare Limited or to the business of any person having any person having any dealing with Soni Medicare Limited.