Code of Conduct

JOLLY BOARD LIMITED

Registered Office:
501, Rewa Chambers, 31 Sir V. Thackersey Marg, Mumbai 400020. INDIA
Tel : 022-22078531-34 Fax : 022-22069533 Email :investor@jollyboard.com

CODE OF CONDUCT FOR MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL OF THE COMPANY
1. Introduction :
  As per Clause 49 of the Listing Agreement relating to Corporate Governance, it is required by the Board to lay down a Code of Conduct for all Board Members and Senior Management Personnel of the Company.

The Code of Conduct is also required to be posted on the Website of the Company. All Board Members and Senior Management Personnel are required to affirm compliance with the Code of Conduct to the extent applicable for them, on an annual basis.

The Annual Report of the Company shall contain a declaration to this effect signed by the Chief Executive Officer of the Company.
2. Definition :
  a) The Board shall mean all the members of the Board ? whether Executive or Non-executive Directors.
  b) Senior Management Personnel? of the Company mean personnel of the Company, who are members of its Core Management Team excluding Board of Directors. In the current context of the Company, this would comprise all the members of the Management working in the Company at Works Manager and above level, including all functional heads.
3. Objective of the Code
  i) The Code is divided into two parts ? A and B. Part ? ?A? is applicable to the Members of the Board of Directors and Part ? ?B? is applicable to the Senior Management Personnel.
  ii) This Code is intended to focus on all the Board members and senior management personnel on areas of ethics, integrity and honesty, providing guidance to help them recognize and deal with ethical Issues, mechanism to report unethical/dishonest conducts; and help foster a culture of honesty, integrity and accountability.
  iii) The Code of Conduct, therefore, aligns around the said core values and the commitment to maintain the highest standards in its interface with all stake-holders, society at large and environment.
  iv) The Directors and Senior Management recognize that they have fiduciary responsibility and are accountable to maximize shareholder value through good business practices and controls.
4. Compliance Standards :
All suspected violations of this Code shall be promptly reported to the Board and such violations are subject to investigation by the Board or any Committee/or any person(s) so designated by the Board. Violations will be investigated by the board or any such designated persons/committee and appropriate action will be taken in the event of any such violations.
5. Interpretation of the Code :
Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any committee or any person authorized by the Board in this behalf. The Board in justifiable cases for reasons to be recorded in writing may waive any condition of the code of compliance such, that it is not prejudicial to the interest of the company.

Each and every director and senior management personnel is expected to comply with the letter and spirit of this Code.
Part A Code of Conduct applicable to the Members of the Board :
i) Conflict of Interest:
To promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company. A ?conflict of interest? can occur when:
  a) A director?s personal interest is adverse to or may appeal to be adverse to the interests of the Company as a whole.
  b) A director, or his/her relative, receives improper personal benefits as a result of his/her position as a director of the Company.
Explanation : The expression relatives in this Code means dependant parents, brothers, sisters, spouse, children, daughters-in-law and sons-inlaw, to more or less fall in line with the definition of this term of Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India.

As illustration only and being not exhaustive, some of the usual instances of conflicts of interest which directors should avoid are listed below:

  a) Relationship of Company with third parties :
Directors shall not receive any personal benefit from a person or an entity, which is seeking to do business or to retain business with the Company. They shall not participate in any decision making process involving another entity in which they have direct or indirect interest.
  b) Compensation from non-Company sources :
Directors shall not accept compensation (in any form) for services performed for the Company from any source other than the Company.
  c) Gifts :
Directors shall not offer, give or receive gifts from persons or entities dealing with the company, where any such gift is perceived as intended directly or indirectly, to influence any business decision. Gifts given to suppliers or customers or received from suppliers or customers should be appropriate to the circumstances and should not be of a kind that can create an appearance of impropriety.

It is particularly clarified that gifts given or received on festive occasions consistent with the accepted business practices and which can not be reasonably construed as payment or consideration for influencing or rewarding a particular decision or action, should not violate this Code.
ii) Corporate opportunities :
Directors are prohibited from:
  a) Exploiting for their personal gain opportunities that are discovered through the use of Company property, Company information or position as a director, unless the opportunity is disclosed fully in writing to the Company?s Board of Directors and the Board declines to pursue such opportunity.
  b) Using the Company?s property or information for personal gain.
iii) Confidentiality :
Directors must maintain the confidentiality of information relating to the company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. For purposes of this Code, ?confidential information? includes all unpublished information relating to the Company.

iv) The Directors of the Company shall endeavour and would ?
  a) use due care and diligence in performing their duties of office and in exercising the powers attached to that office;
  b) act honestly and use their powers of office, in good faith and in the best interests of the Company.
  c) not make improper use of information nor take improper advantage of their position as a Director;
  d) not allow personal interests to conflict with the interests of the Company;
  e) 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;
  f) not engage in conduct which may bring discredit to the Company;
  g) 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.
V) Directors will always act to the best of their knowledge, belief and effort in the best interests of the Company and all its stakeholders, including employees, shareholders and others.
Vi) Directors should inform the company immediately about the emergence of any situation which may disqualify him from Directorship.
Vii) It shall be the endeavour of every Director to attend as far as possible and actively participate in meetings of the Board and Committee thereof on which they are members.
Part B Code of Conduct applicable to the Senior Management Personnel :
i) Conflict of Interest:
To promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company. A ?conflict of interest? can occur when:
  a) A director?s personal interest is adverse to or may appeal to be adverse to the interests of the Company as a whole.
  b) A director, or his/her relative, receives improper personal benefits as a result of his/her position as a director of the Company.
Explanation : The expression relatives in this Code means dependant parents, brothers, sisters, spouse, children, daughters-in-law and sons-inlaw, to more or less fall in line with the definition of this term of Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India.

As illustration only and being not exhaustive, some of the usual instances of conflicts of interest which directors should avoid are listed below:

  a) Relationship of Company with third parties :
Senior management personnel shall not receive any personal benefit from a person or an entity, which is seeking to do business or to retain business with the Company. They shall not participate in any decision making process involving another entity in which they have direct or indirect interest
  b) Compensation from non-Company sources :
Senior management personnel shall not accept compensation (in any form) for services performed for the Company from any source other than the Company.
  c) Gifts :
Senior management personnel shall not offer, give or receive gifts from persons or entities dealing with the company, where any such gift is perceived as intended directly or indirectly, to influence any business decision. Gifts given to suppliers or customers or received from suppliers or customers should be appropriate to the circumstances and should not be of a kind that can create an appearance of impropriety.

It is particularly clarified that gifts given or received on festive occasions consistent with the accepted business practices and which can not be reasonably construed as payment or consideration for influencing or rewarding a particular decision or action, should not violate this Code
ii) Corporate opportunities :
Senior management personnel are prohibited from:
  a) Exploiting for their personal gain opportunities that are discovered through the use of Company property, Company information or position as a Senior Management Personnel, unless the opportunity is disclosed fully in writing to the Company?s Board of Directors and the Board declines to pursue such opportunity.
  b) Using the Company?s property or information for personal gain.
iii) Confidentiality :
Senior management personnel must maintain the confidentiality of information relating to the company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated.

For purposes of this Code, ?confidential information? includes all unpublished information relating to the Company.
iv) Senior management personnel will always act to the best of their knowledge, belief and effort in the best interests of the Company and all its stakeholders, including employees, shareholders and others.
V) Senior management personnel must comply, and oversee compliance by employees, officers and other staff, with laws, rules and regulations applicable to the Company/its personnel, including insider trading regulations.
Vi) Senior management personnel must deal fairly, and must ensure fair dealing by employees and officers, with the Company?s customers, suppliers, competitors and employees.
Vii) No payment or transaction should be made, undertaken, by a senior management personnel or authorized or instructed to be made or undertaken by any other person or the company if the consequence of that transaction or payment would be the violation of any law in force.
Viii) Senior management personnel should promote ethical behavior and take steps to ensure that the Company :
 
  a) Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.
  b) Encourages employees to report violations of laws, rules, regulations or the Company?s Code of Conduct to the appropriate personnel;
  c) Informs employees that the Company will not allow retaliation for reports made in good faith.
ix) The Senior Management shall endeavour to :
 
  a) devote their utmost to achieve the goals of the Company and the standards set before themselves;
  b) carry on the business of the Company complying with all relevant laws, rules and regulations;
  c) ensure that financial records and present financial reports in accordance with the provisions of law and applicable accounting standards so as to give a true and fair view of the state of affairs of the Company;
  d) ensure that necessary internal control systems are enforced effectively whereby fraud and other illegalities of irregularities, if any, are detected and timely remedial action is taken;
  e) 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;
  f) 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 Organisation;
  g) ensure that in dealing with customer, lenders, investors, Government and the community at large, the Company?s image and its interests are well protected;
  h) maintain highest level of professional conduct that would enhance the image, goodwill and credibility of the business of the Company;
  i) create an atmosphere of highest integrity, trust, fairness and honesty in performance of their duty which should strengthen the bond of relationship with people, both internally and externally;
  j) remain apolitical while involving in conduct of Company?s affairs;
  k) shall not engage by themselves or on behalf of the Company in any activity detrimental to or against national interest;
  l) shall not receive or offer, directly or indirectly, any illegal payment or charitable benefits which are intended to or perceived to obtain business favours barring nominal gifts which are customarily given and are of commemorative nature;
  m) shall not permit misuse of Company?s properties and assets, both tangible and intangible.
x) This Code is in addition to and not in supersession of other Codes for the time being in force; Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices, pursuant to SEBI (Prohibition of Insider Trading) Regulations, 1992. The Code of Conduct shall be posted on the website of the Company.
xi) All the members of the Board of Directors and Senior Management shall affirm in writing compliance with this Code immediately after the Code is approved and adopted by the Board of Directors of the Company and on an annual basis in every financial year as per the format given at Annexure ? I. The Annual Report of the Company shall contain a declaration to this effect signed by the Managing Director as per the format in Annexure ? II.
 

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ANNEXURE -I

Date

The Board of Directors
Jolly Board Limited
501, Rewa Chambers,
31 Sir V. Thackersey Marg,
Mumbai 400020 (INDIA)

Dear Sirs,
Re :  Code of Conduct for members of the Board and Senior
         Management ? Financial Year___________

I hereby affirm compliance with the Code of Conduct for members of the Board and Senior Management of the Company.

________________
Signature

Name :  _________________
Director / Designation
if Member Of Senior Management

..................................................................................................

ANNEXURE -II

Date

The Board of Directors
Jolly Board Limited
501, Rewa Chambers,
31 Sir V. Thackersey Marg,
Mumbai 400020 (INDIA)
Dear Sirs,

Re : Code of Conduct for members of the Board and Senior Management

The Board members and Senior Management personnel have given declaration relating to Code of Conduct for the year????????as per the Clause 49 of the Listing Agreement.

________________
Signature

                    Name :
                                                   Managing Director