Message from Chairman

“The name “Godrej” represents quality, integrity, and trust. Godrej is committed to the highest standards of business ethics and integrity, as well as strict observance and compliance with the laws and regulations governing its business operations.

The Company has enunciated a Code of Conduct to clearly define the behavioural expectations of each and every person engaged by the company including permanent and temporary employees, and trainees. This code has been explained below under the headings that correspond to the values we have agreed for Godrej. The management pays utmost importance to the observance of these values and the Code of Conduct they entail.As such, strict compliance with this Code is an absolute necessity for every Godrej employee. For any clarification, in case of doubt, with respect to any of the points mentioned in the Code, please contact your HR Head or the Group HR Head.”

Adi Godrej Chairman

CODE OF CONDUCT CLAUSES

• HONESTY & INTEGRITY
• CONFLICT OF INTEREST
• INTERACTION WITH BUSINESS PARTNERS (THIRD PARTIES)
• GIFTS, DONATIONS AND ENTERTAINMENT
• RESPECT/CARE & CONCERN FOR PEOPLE
• PREVENTION OF SEXUAL HARASSMENT &EXPLOITATION
• HEALTH, SAFETY AND ENVIRONMENTPROTECTION
• CUSTOMER ORIENTATION
• COMMITMENT TO QUALITY
• LEARNING ORGANISATION
• DEDICATIONS AND COMMITMENTS
• TRUST
• TEAM WORK
• OPENNESS AND TRANSPARENCY
• DISCIPLINE
• CONFIDENTIALITY OF INFORMATION ANDASSETS
• COMMUNICATIONS
• COMPLIANCES WITH LAWS

HONESTY & INTEGRITY

• Perform duties with honesty, integrity and to the best of the employees’ ability.
• Honour Corporate values, obey law, and take responsibility for actions and consequences.

CONFLICT OF INTEREST

• Should not engage in any business - financial or otherwise, outside their jobs.
• Obtain prior permission if you wish to take up any activity which requires involvement during working hours or for which they are to be remunerated.
• Should not engage in any business relationship or activity that might detrimentally conflict with the interest of the Company or the Godrej Group or bring discredit to it.
• Must furnish information regarding employment of their close relatives in companies belonging to competitors, customers and suppliers of any of the Group Companies to their HR department.
• Permitted to belong to political parties, canvassing or politicking of any kind is strictly prohibited on the company premises.

Must not misuse Godrej resources or influence, or any discredit Godrej’s good name and reputation. Any situation that creates a conflict of interest between personal interests and the company interestsmust be disclosed as and when it arises

INTERACTION WITH BUSINESS PARTNERS (THIRD PARTIES)

• While conducting business with customers, suppliers, and service providers dealings mustdemonstrate high standards of ethical business behaviour.
• Purchasing decision undertaken should be on the basis of best value only.

GIFTS, DONATIONS AND ENTERTAINMENT

• No employee should have non-official cash, cheque, loans, or other similar transactions underany circumstance with customers, vendors, third parties, etc.
• Employees should neither receive nor offer/make, directly or indirectly, any illegal payments incash or in kind e.g. gifts, donations, entertainment, etc. that are intended for the purpose ofobtaining business.
• Employees may accept and offer nominalgifts which are customarily given and are of commemorative nature for special events. If a gift of greater value has to be given, for any compelling reason, employees are requested to get sanction for their Business Head.

RESPECT/CARE & CONCERN FOR PEOPLE

• Employees should treat their colleagues with dignity and respectin a work environment that is free ofprejudice and discrimination.
• Employees should not discriminateagainst others on account of nationality, region, gender, colour, caste and religion.

PREVENTION OF SEXUAL HARASSMENT & EXPLOITATION

• Create and maintain an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation.
• Employees should not engage in any activity that can be construed as sexual harassment/ exploitation whether verbal, non-verbal or physical
• Any complaints of sexual harassment / exploitation should be reported to the Complaints Committee who have been empowered to take necessary and prompt action to prevent , correct, and discipline any behaviour which violates this policy.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

• Achieve an environment friendly healthy and safe work place.
• All norms should be adhered to, and care should be taken to avoid adverse impact and injury to the environment.

CUSTOMER ORIENTATION

• All employees should be customer-focussed.
• Employees should ensure that customer needs are satisfied and that products and services offer value to the customer.
• Customer focus should not only encompass external customers but include internal customer as well.
• Employees are strongly encouraged to ensure that both internal and external needs are met.

COMMITMENT TO QUALITY

• We are committed to not only satisfying customers but in delightingthem as well. Continuous improvements in quality, cost and customer service.
• Employees are expected to follow the guidelines laid down in the Quality Policy of their Company.
• They should ensure that “Poor Quality” is never accepted / permittedto pass.
• Encouraged to strive for continuous improvement in their work area, and suggest/recommend improvement in other areas, wherever and whenever possible.

LEARNING ORGANISATION

• Learning is a critical “sustainable, competitive advantage” .
• Employees have the prime responsibilityof constantly enhancing their own skills and capabilities.
• Every supervisor is expected to coachand develop skills of his / her team members.
• The organisation is committed to facilitating learningof all its employees and will provide opportunities to employees to enhance their own competencies and capabilities to achieve present and future objectives.

DEDICATION AND COMMITMENTS

• Every employee should be loyal, conscientious, dedicated and committed.
• Employees should strive for excellencies in all the work that is entrusted to them.

TRUST

• Every employee demonstrates trust and respectin dealings with other colleagues.
• Distrust of colleagues and disrespectful behaviour shown by employees will not be tolerated.

TEAM WORK

• Every employee to work together harmoniouslywith colleagues in his / her own department and also in other departments / Companies.
• To achieve not only department goals and objectives, but Company / Organisational goals and objectives as well.
• Employee who put themselves above the requirement of the team or put the goal of the Company or Unit at risk for the sake of narrower goals will be considered to have violated this value.

OPENNESS AND TRANSPARENCY

Employees should be open and transparentin their interaction with others in the organisation. Withholding of important and critical information and data , and deliberately not sharing information when required is not acceptable.

DISCIPLINE

Discipline is demanded of every Godrej employee. Employees are expected to observe all the rules and regulations laid down by the Company.

CONFIDENTIALITY OF INFORMATION AND ASSETS

Confidentiality of all information must be protected by employees and should not be disclosed to third parties. Employees should not:

• Disclose to anyone (except someone authorised by the Company or as required by theirduties under the employment agreement or by law)
• Use for their purpose or for any other purposes other than those of the Company
• Cause any authorised disclosure , through failure to exercise due care

Employees are expected to hand over to the Company on request and on resignation/termination of employment, all notes and electronic data records, including copies all the material containing confidential information of the Company and any affiliated Company.

Competitors’ employees should not be permitted on the Company premises without the permission of the concerned business head.

No employee should use unpublished price sensitive information to deal in the companies securities or provide such information to others who may deal in this. Employees having access to such information are advised to thoroughly familiarise themselves with the Prevention Of Insider Trading Policy Code Of Conduct

CONFIDENTIALITY OF INFORMATION AND ASSETS (contd)

• Employees should maintain the confidentiality and integrity of information used to access our systems.
• Passwords and other personal security codesshould be kept secretly confidential.
• The Companies email and B2E systemare expected to be used primarily for job related communication.
• Contents of email communications are accessible at all times by the Company for any business purpose.
• Employees are strictly prohibited from using the Company’s email and B2E system for any improper purpose. They must avoid the transmission or receipt of messages/images that may be viewed as insulting / offensive to other persons. Examples would include sexually explicit messages, ethnical / racial slurs or any other messages that could be construed as harassment of others on the basis of sex , religion, national origin or disability.
• Employees should share confidential information only with those employees who have a legitimate needto be kept informed.
• In case of any doubt regarding possible disclosure of sensitive information to the third party, employees are advised to consult their supervisorsbefore any transmission of information.

COMMUNICATIONS

• Godrej values its relationships with the media and the public at large , and will endure to provide full and prompt disclosureof all appropriate information and events.
• Employees should direct media persons to the respective company spokes personoutlined in the Media Policy.The name and the contact no of the Company Spokesperson or the Corporate Communications department can be provided.
• Employees are advised not to make comments without consultations.
• At any informal / social gathering and particularly with any media presence, employees are requested to keep conversation around non-business issues.

COMPLIANCES WITH LAWS

• Employees are expected to comply with all the laws, rules, regulations, and statutory requirementsthat apply to the code of conduct of their business in all countries in which it operates.
• It is the personal responsibilityof all Godrej employees to be aware of the laws, regulations and requirements relating to their job, location and environment and they must avoid any activities which could involve Godrej in any unlawful practice.
• COMPLIANCES WITH LAWS (contd)
• Promptly report any actual or possible violation of CoC. A concern can be brought to the notice using any of the multiple channels of communication

Violation of the Code of Conduct

• In the event of breach of any of the confidentiality clauses an employee shall be liable for all damages including actual damages and lost profits caused to the Company, as well as termination of employment without notice.
• Employee shall allow the Company to adjust and /or recover such damages from the dues payable to him/her by the Company.
• Any employee who is aware of the Code of Conduct being violated by other employee, should report the same to his / her business head.
• If the violation involves a Group Management Committee (GMC) members, the employee is advised to bring the matter to the notice of the Chairman of the Godrej Group.

The Company will make every effort to protect employee making genuine complaints if they face retaliatory action from the accused party

In the event of the breach of any of the confidentiality clauses an employee shall be liable for all damages including actual damages and lost profits caused to the Company, as well as termination of employment without notice.

Any employee who is aware of the Code of Conduct being violated by other employee, should report the same to his / her business head.

If the violation involves a Group Management Committee (GMC) members, the employee is advised to bring the matter to the notice of the Chairman of the Godrej Group.

The Company will make every effort to protect employee making genuine complaints if they face retaliatory action