1.0 Introduction

• 1.1 This Code shall be called “The Code of Business Conduct & Ethics for Board Members and Senior Management” of National Handicapped Finance and Development Corporation (hereinafter referred to as “the Company”)
• 1.2 The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company.
• 1.3 This Code for Board Members and Senior Management has been framed specially in compliance of the Guidelines of DPE.
• 1.4 It shall come into force with effect from the March, 2012

2.0 Definitions and Interpretations:

• 2.1 The term “Board Members” shall mean Directors on the Board of Directors of the Company
• 2.2 The term “Whole-time Directors” or “Functional Directors” shall be the Directors on the Board of Directors of the Company who are in whole-time employment of the company.
• 2.3 The term “Part-time Directors” shall mean Directors on the Board of Directors of the Company who are not in whole time employment of the Company.
• 2.4 The term “Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956.
• 2.5 The term “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors and would comprise all members of management one level below the Whole time Directors, including all functional heads.
• 2.6 The term “the Company” shall mean ‘National Handicapped Finance and Development Corporation’ 
  Note: In this Code, words importing the masculine gender shall include feminine gender and words importing singular shall include the plural or vice-versa.

3.0 Applicability

• 3.1 This code shall be applicable to the following personnel:
  • a) All Whole-time Directors including the Chairman-cum-Managing Director of the Company.
  • b) All Part-time Directors including Independent Directors under the provisions of law.
  • c) Senior Management
• 3.2 The Whole-time Directors and Senior Management should continue to comply with other applicable/to be applicable policies, rules and procedures of the Company.

4. Contents of Code

This code is intended to serve as a basis for ethical decision making in the conduct of professional work. It may also serve as a basis for judging the merit of a formal complaint pertaining to violation of professional ethical standards. It is understood that some words and phrases in the code of ethics and conduct document are subject to varying interpretations. In case of any conflict, the decision of the Board shall be final. Code of Conduct

Code of Conduct for Directors and Senior Executives of National Handicapped Finance and Development Corporation, Faridabad (Haryana) All Senior Management employees should sign the acknowledgement form at the end of this Code and return the form to the Company Affairs Department indicating that they have received, read and understood, and agreed to comply with the Code. The signed acknowledgement form will be filed in each Officer’s personal file.

All the Board Members and the Senior Management employees should affirm compliance with the Code on an annual basis. The Annual report of the Company shall contain a declaration to this effect and signed by the Chairman-cum-Managing Director.

5.0. Purpose

The Company’s reputation depends on the conduct of its Directors, Senior Executives and its employees. Every employee who is associated with the Company must play a part in maintaining NHFDC’s reputation for the highest ethical standards. The purpose of this Code of Conduct is apart from meeting the requirements of DPE Guidelines to:

• (a) articulate the high standards of honesty, integrity, ethical and law abiding behaviour expected of Directors and Senior Executives;
• (b) encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including employees, customers, suppliers and creditors and society at large);
• (c) guide Directors and Senior Executives as to the practices thought necessary to maintain confidence in the Company's integrity; and
• (d) set out the responsibility and accountability of Directors and Senior Executives to report and investigate any reported violations of this code or unethical or unlawful behaviour. It is impossible to spell out every possible ethical scenario. The Directors and Senior Executives should rely on their discretion, judgment and skill expected from a reasonably prudent person under comparable circumstances. This Code of Conduct will provide Directors and Senior Management of NHFDC only general guidance on the standards of conduct expected of them including guidelines on conflict of interests.

6.0. Honesty and integrity

The Company expects each Director and Senior Executive to:

(a) observe the highest standards of honesty, integrity and ethical and law-abiding behaviour when:

(i) performing their duties ; and

(ii) dealing with officers, employees, investors, creditors,customers, suppliers, auditors,

lawyers, other advisers of the Company and Government Authorities ; and

(b) foster a culture of honesty, integrity, ethical and law-abiding behaviour among other officers and employees.

7.0 Conflicts of interest or duty

7.1 Each Director and Senior Executive must be aware of potential conflicts between (directly or indirectly):

(a) on the one hand:

(i) the interests of the Company; or

(ii) their duties to the Company; and

Code of Conduct

Code of Conduct for Directors and Senior Executives of National Handicapped Finance and Development Corporation, Faridabad (Haryana)

(b) on the other hand:

(i) their personal or external business interests; or

(ii) their duties to any third party.

7.2 Each Director and Senior Executive must avoid placing himself or herself in a position that may lead to:

(a) an actual or a potential conflict of interest or duty; or

(b) a reasonable perception of an actual or potential conflict ofinterest or duty.

7.3 Each Director and Senior Executive must:

(a) fully and frankly inform the Company of any personal or external business interest that may lead to:

(i) an actual or potential conflict of interest or duty; or

(ii) a reasonable perception of an actual or a potential conflict of interest of duty; and

(b) obtain and follow independent legal advice to avoid or resolve any actual, potential or perceived conflict of interest or duty.

7.4 Each Director must:

(a) not participate when the Board considers any matter in which the Director has or may have a conflict of interest or duty; and

(b) comply with the Companies Act, 1956 in relation to the disclosing material personal interests and restrictions on voting by Directors.

7.5 Each Director must inform the Board of:

(a) any existing Directorship or other office held by the Director in another entity; and

(b) any proposed appointment as a Director or Senior Executive of another entity before accepting the appointment.

7.6 Each Director and Senior Executive must not exploit for their own personal gain the opportunities that are discovered through the use of corporate property, information or position unless the

opportunity is disclosed fully in writing to the Company.