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Code of Conduct for Board Directors And Senior Management Pursuant To Clause 49 Of The Listing Agreement
This Code of Conduct shall be called the Asian Hotels (North) Limited Code of Conduct for the Board of Directors and the Senior Management team.
   
Applicability

This 'Code of Conduct' shall be applicable to Directors on the Board of Asian Hotels (North) Limited (the Company) and to Senior Management personnel of the Company. The term 'Senior Management personnel' shall mean employees of the Company who are members of its core management team who are one level below the Executive Director and includes all functional Heads viz. President – Finance/Operations of the Company, all senior management personnel of the level of Vice Presidents of the Company and General Managers of the Hotels owned by the Company.

   
Effective Date
The Code comes into effect from 1st January 2006
   
Code Of Conduct
The duties, responsibilities and obligations of Directors and Senior Management personnel are given below:
a.

A Director shall not take Memberships of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Director shall inform the Board of all such Committee Memberships at the beginning of each financial year and also of every change as and when they take place.

b.

The Directors and Senior Management personnel shall inform their equity holding in the company and any changes that may take place and shall not indulge in any trading of the shares of the company which would come within the purview of the Company's Insider Trading Regulations and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

c.

In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the said Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.

d.

A Director shall comply with Clause 49 of the listing agreement with stock exchanges on good corporate governance.

 
e.

A Director should conduct himself/herself in such a way that he/she does not incur any disqualification under Sections 283 and 274 of the Companies Act.

f.

The Directors shall ensure that the financial statements and reporting, made on behalf of the Company, do not contain any untrue statement or omit any material fact or content that might be misleading and shall strive to present a true and fair view of the company's affairs in compliance with the prevailing Accounting Standards, applicable laws and regulations.

g.

The Directors shall duly and fairly inform the shareholders all relevant aspects about the company's business and disclose such information as may be required, from time to time, in accordance with the applicable rules and regulations.

h.

The Directors should disclose the nature of their interest or concern in any material transaction made or proposed to be made on behalf of the Company as and when the Company is contemplating to transact any business with any such person. In such situations, the concerned Director is expected, besides disclosure, to abstain from any discussion or deliberations of Board meeting and Board committee meeting as the case may be. A General Notice given to the Company Secretary disclosing the list of persons referred to in Section 299 of the Companies Act is to be regarded as adequate Notice that such Director is concerned or interested in any transaction, which may, after date of the notice, be entered into with that person(s) and shall deemed to be sufficient disclosure of his/her concern or interest in relation to any transaction. Such notice shall be made annually and shall be submitted to the Company Secretary on or before 31 March of each year for the following financial year. Any change in the list of persons referred above shall be intimated in writing forthwith to the Company Secretary.

i.

The Senior Management personnel should disclose the nature of their interest or concern in any material transaction made or proposed to be made on behalf of the Company as and when the Company is contemplating to transact any business with any such person.

j.

A Director has along with other Directors, to act collectively at Board/Board Committee meetings to ensure that all important matters are brought up for discussions, the deliberations are open and transparent and the decisions are objective and taken always with the best interests of the Company in mind.

k.

Directors and senior management personnel should make sure that the Company at all times complies with statutes, rules and regulations in letter and spirit.

l.

Directors are responsible to ensure that that the report and recommendations of Audit Committee and Shareholders' /Investors' Grievance Committee receive due consideration.

 
m.

Directors and the Senior Management team shall conduct the Company's business in an efficient and transparent manner and in meeting their obligations to shareholders and other stakeholders.

n.

Directors and the Senior Management team shall pursue corporate objectives to sustain the competitive edge of the company and not be involved in any activity that would have any adverse effect on the objectives of the company or national interest.

o.
Directors and the Senior Management team shall be committed to enhance the shareholders' worth/value and shall strictly comply with all regulations and laws that govern shareholders' rights.
p.

Directors and the Senior Management team shall not engage in any activity or enter into any pecuniary relationship that might result in conflict of interest, either directly or indirectly.

q.

Directors and the Senior Management team shall not derive any personal benefit by influencing any decision relating to any transaction or involve in any dealing with the company's promoters, its management or its subsidiaries, suppliers, shareholders and other stakeholders which may affect the independence of the said Director or senior management team member.

r.

Directors and the Senior Management team in the course of their dealings with the Company may gain access to confidential information and hence must maintain absolute secrecy and should not part with such information except with the Board of Directors or as required by law.

s.

Directors and the Senior Management team should practise the highest standards of personal ethics, integrity and discipline in dealings with the Company and should not derive any undue personal benefit or advantage by virtue of his/her position or relationship with the Company.

   
Compliance With The Code
The Board is responsible to ensure compliance with the Code of Conduct and take necessary steps in the event of default.
   
Waiver And Amendments To The Code
This Code is subject to the modifications and no amendment/waiver of any provision of the code is possible unless approved in writing by the Board of Directors of the Company.
   
Others
1.
This Code is in addition to and not in derogation with any Act, Law, rules and regulations that governs the conduct of Board Directors.
2.

It is obligatory on the part of every Director and Senior Management team Member to make an annual disclosure under this Code affirming their adherence to the Code on annual basis in the format appended. This disclosure shall be made to the Board of Directors on 01 April, for the financial year preceding the date.

 
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