Business Conduct Code of Ethical - techmahindra.com · Associates of Tech Mahindra we have a duty...

1Copyright © 2016 Tech Mahindra. All rights reserved. 1

Code of Ethical Business Conduct

HR-PO717, |1.0

Sharda Centre, Off Karve Road, Erandwane, Pune, Maharashtra, India 411004

www.techmahindra.com

2Copyright © 2016 Tech Mahindra. All rights reserved.

What is Inside1. Introduction

2. Objective

3. Scope

4. Complying with Legal Requirements

5 Acting with Integrity6. Protecting Assets

9. Raising Concerns & Complaints

10. Additional Policies & Standards

8. Maintaining an Equitable and Safe Workplace

7. Relating with Stakeholders

11. Document History

This specifie

s the code of

ethical busin

ess conduct

of Tech Mah

indra

and its subsi

diaries (here

in after refer

red to as “T

ech

Mahindra”/”C

ompany”)

This policy is

indicative an

d associates

are advised

to be aware

of

specific nua

nces as appl

icable per la

ws of the lan

d.

This policy a

pplies to all

associates g

lobally to ens

ure consiste

nt

understandi

ng and applic

ation of value

s including in

tegrity, beha

viour

while ensuri

ng due respe

ct for local c

ustoms and

tradition.

Introduction


1. Introduction

2. Objective

3. Scope








Objective

The Director

s, both execu

tive and non

executive, a

nd Associat

es are

responsible f

or carrying o

ut their dutie

s in an hones

t, fair, diligen

t and

ethical mann

er, within the

scope of the

authority co

nferred upon

them

and in accor

dance with t

he laws, rule

s, regulations

, agreement

s,

guidelines, s

tandards and

internal poli

cies, includi

ng such othe

r

requirement

s which are

incidental th

ereto. As Di

rectors and

Associates o

f Tech Mahin

dra we have

a duty to ma

ke decisions

and

implement po

licies in the b

est interests

of the comp

any and its

stakeholders

. The Board

of Directors

of Tech Ma

hindra is ent

rusted

with the fiduc

iary respons

ibility of overs

eeing the as

sets and affa

irs of

the company

.

policy, third

party means a

ny individua

l or organiza

tion associat

es

come into co

ntact with dur

ing the cours

e of their wo

rk for us, an

d

includes act

ual and pote

ntial clients,

customers,

suppliers, di

stributors,

business con

tacts, agents

, advisers, an

d governmen

t and public

bodies, inclu

ding their adv

isors, repres

entatives and

officials,

politicians a

nd political p

arties..

What is Inside


1. Introduction

2. Objective

3. Scope


6. Protecting Assets






5 Acting with Integrity

3. ScopeWhat is Inside

The code of c

onduct is ap

plicable to:

(i) Both exe

cutive and n

on executive

Directors of

the company

(ii) All Asso

ciates of the

company

The B

oard of Direc

tors of Tech

Mahindra ha

s adopted thi

s Code of

Ethical Busin

ess Conduc

t as a testim

ony of its co

mmitment to

adhere

to the standa

rds of loyalty

, honesty, in

tegrity and to

avoid any k

ind of

conflicts of in

terest.

The rules an

d principles s

et forth in th

is code are

general in n

ature and

the complian

ce with the c

ode shall be

ensured to be

read with o

ther

applicable c

ompany’s po

licies & proce

dures and th

e applicable

laws of

land whereve

r the compan

y operates.


The Director

s and Assoc

iates may con

tact the COR

PORATE

OMBUDSMA

N for assista

nce in interp

reting the re

quirements o

f this

code.

The Director

s and Assoc

iates may con

tact the COR

PORATE

OMBUDSMA

N for assista

nce in interp

reting the re

quirements o

f this

code.

It is hereby c

larified that t

he requirem

ent to comp

ly with this c

ode

does not con

stitute an ex

press or imp

lied promise

of continued

employment

with TECH M

AHINDRA.

3. Scope

1. Introduction

2. Objective

3. Scope









What is Inside


3. Scope

1. Introduction

2. Objective

3. Scope









What is Inside

Any amend

ments to this

code shall b

e first appro

ved by the B

oard of

Directors an

d promptly di

sclosed on t

he company’s

website. In

the

event, of an

y changes re

quired to be

performed

prior to the

board

approval, th

is would be a

ccordingly ra

tified by the b

oard of direc

tors

in the subse

quent board

meeting.

Any q

ueries regar

ding complia

nce or non c

ompliance w

ith this code

may be raise

d in writing w

ith the Chair

man of the B

oard /

CORPORAT

E OMBUDS

MAN.


1. Introduction

2. Objective

3. Scope


4.2 Competing Fairly







4.1 Complying with Laws

4. Complying with Legal RequirementsWhat is Inside

4.1 Complyin

g with Laws

The policy o

f Tech Mahin

dra is to com

ply strictly w

ith all laws

governing it

s operations

, and to con

duct its affai

rs in keeping

with

the highest le

vel of moral

, legal and e

thical standa

rds. Accordi

ngly,

the Director

s and Assoc

iates shall re

spect and o

bey the laws

of the

jurisdictions

in which Te

ch Mahindra

operates an

d comply wi

th all

applicable la

ws, rules, re

gulations, ag

reements, gu

idelines,

standards an

d internal po

licies, includ

ing other req

uirements

incidental th

ereto. The c

ompany has

an Insider T

rading Policy

, the

adherence o

f which shal

l be ensured

, in letter an

d spirit. The

Directors an

d Associate

s are expec

ted to be aw

are of all rel

evant

laws and reg

ulations invo

lving their re

sponsibilitie

s as Associa

tes of

Tech Mahin

dra and refra

in from any il

legal, uneth

ical or other

wise

improper ac

tivities. When in

doubt, the

Directors an

d Associate

s

may seek as

sistance fro

m the COR

PORATE OM

BUDSMAN

of the

company.



1. Introduction

2. Objective

3. Scope










What is Inside

4.2 Competin

g Fairly

All Directors

and Associa

tes are oblig

ated to dea

l fairly with e

ach

other, and w

ith the Comp

any’s custom

ers, suppliers

, competitors

and third pa

rties. Director

s and Assoc

iates should

not take und

ue

advantage o

f anyone thr

ough manip

ulation, conc

ealment, ab

use of

privileged in

formation, m

isrepresenta

tion or any o

ther unfair d

ealing

or practice.

They should

not discrim

inate on the

basis of gen

der, race,

nationality, c

aste and cre

ed.



1. Introduction

2. Objective

3. Scope










What is Inside

Tech Mahin

dra is comm

itted to free a

nd open com

petition in th

e

marketplace

. Directors a

nd Associat

es should av

oid actions t

hat

could reaso

nably be con

strued as be

ing anticomp

etitive,

monopolisti

c or otherwi

se contrary t

o laws gover

ning compe

titive

practices in t

he marketpla

ce, including

antitrust law

s. Such actio

ns

include misa

ppropriation

and / or mi

suse of a com

petitor’s

confidential

information o

r making fal

se statemen

ts about the

competitor’s

business and

business pr

actices.


5. Acting with IntegrityWhat is Inside

5.1 Legal, H

onest and E

thical Cond

uct

The Director

s and Assoc

iates are req

uired to con

duct their du

ties

legally, hone

stly and ethic

ally while ac

ting for and

on behalf of

Tech

Mahindra or

in connectio

n with its bu

siness or op

erations. Th

ey

shall:

§ Act in the b

est interests

of, and fulfil

their fiducia

ry duties to

the

stakeholders

of the comp

any;

§ Act honestly

, fairly, ethic

ally, with inte

grity and loy

alty;

§ Conduct the

mselves in a

professiona

l, courteous

and respectf

ul

manner;

§ Act in good

faith, with re

sponsibility,

due care, c

ompetence,

diligence and

independen

ce;

§ Act in a ma

nner to enh

ance and ma

intain the re

putation of th

e

company;

§ Treat their c

olleagues w

ith dignity an

d shall not h

arass any of

them in any

manner.

1. Introduction2. Objective3. Scope4. Complying with Legal Requirements

5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association

5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading

5.7 Communication



5.2.1 Other E

mployment

/ Assignme

nts

The Executi

ve Directors

and Associa

tes of TECH

MAHINDRA

shall

devote them

selves exclu

sively to the

business of

the compan

y and

shall not acc

ept any othe

r work or as

signment fo

r remunerati

on (part

-time or oth

erwise). The

Directors a

nd Associat

es are expec

ted to

avoid even t

he remote ap

pearance of

a conflict of

interest eve

n if the

activity is no

n-remunera

tive.




5.7 Communication



5.2.2 Disclos

ure of Intere

st by Direct

or

The Directo

rs shall disc

lose conflic

ts of interes

t that

Directors m

ay have rega

rding any m

atters that a

re

placed befor

e the Board

, and abstain

from

discussion

and voting

on any mat

ter in which

the

Director has

or may have

a conflict o

f interest an

d

shall make av

ailable and s

hare with oth

er Directors

,

the informa

tion as may

be appropr

iate to ensu

re

proper cond

uct and sou

nd operatio

ns of TECH

MAHINDRA.




5.7 Communication

Policy on Hiring of Relatives.



5.2.3 Other D

irectorships

Accep

tance of dire

ctorship on t

he Boards o

f other

Companies

which comp

ete with Tec

h Mahindra

amounts to

conflict of int

erest. The D

irectors and

Associates s

hall obtain th

e prior appr

oval of the B

oard of

Directors be

fore they acc

ept such dire

ctorship(s).

Policy on Hiring of Relatives.

1. Introduction


2. Objective3. Scope


5.1 Legal Honest & Ethical Conduct

5.2 Conflict of Interest

5.3 Bribery Kickbacks

5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior

5.6 Outside Employment or any other types of Association

5.8 Commitments

5.9 Maintaining the Confidentiality of Information

5.10 Insider Trading

5.7 Communication

5.2.1 Other Employment Assignments5.2.2 Disclosure of Interest by Director

5.2.3 Other Directorships

5.2.4 Related Partners

5.2.5 Others



5.2.3 Other D

irectorships

Accep

tance of dire

ctorship on t

he Boards o

f other

Companies

which comp

ete with Tec

h Mahindra

amounts to

conflict of int

erest. The D

irectors and

Associates s

hall obtain th

e prior appr

oval of the B

oard of

Directors be

fore they acc

ept such dire

ctorship(s).

1. Introduction









5.8 Commitments



5.7 Communication




5.2.5 Others



5.2.4 Related

Parties

The policies

and proced

ures of Tech

Mahindra re

quire

the Director

s and the As

sociates to a

void conduc

ting

any kind of

business of t

he company,

with their rel

atives

or their sign

ificantly ass

ociated com

panies, firms

and

other busine

sses. In cas

e of conflicts

, disclosure

shall

be made to

the Board of

Directors a

nd its appro

val shall

be obtained

before proc

eeding furthe

r.

1. Introduction









5.8 Commitments



5.7 Communication




5.2.5 Others



5.2.5 Others

Confli

ct of interest

may arise in

the form of

awarding of

benefits, su

ch as increa

se in salary o

r remunerati

on,

posting, pro

motion or rec

ruitment of r

elatives of

associates o

f Tech Mahin

dra, where s

uch individu

al is in

a position to

influence th

e decision w

ith respect to

such

benefits.

1. Introduction









5.8 Commitments



5.7 Communication




5.2.5 Others The conflict

of interest, m

ay also arise

in any other

form,

which at this

point in time

may not be

practicable to

enumerate.

In case, of a

ny doubts, qu

estions or

concerns in

regard to an

y act, transa

ction or situa

tion,

the Director

s or Associa

tes must con

sult Tech

Mahindra’s C

ORPORATE

OMBUDSM

AN.

Note: In the

event of an

y doubt perta

ining to conf

lict,

discuss with

your mana

ger and HR

representativ

e to

agree on th

e way forwa

rd..



5.3 Bribery/

Kickbacks/G

ifts and Hos

pitality

Bribery is an

offer or rec

eipt of any g

ift, loan, fee

, reward

or other adv

antage to o

r from any p

erson as an

inducement

to do somet

hing which is

dishonest, i

llegal

or a breach

of trust.

The Compa

ny does not m

ake, and sha

ll not accept,

facilitation pa

yments or "k

ickbacks" of

any kind.

Facilitation p

ayments are

typically sm

all, unofficia

l

payments ma

de to secure

or expedite

a routine ac

tion

by an officia

l. Kickbacks

are typically

payments m

ade in

return for a

business fav

or or advanta

ge. All asso

ciates

must avoid a

ny activity th

at might lead

to a facilita

tion

payment or k

ickback bein

g made or a

ccepted.




5.7 Communication



The Director

s and Assoc

iates of TEC

H MAHINDR

A

shall not acc

ept any pers

onal gifts wh

ich , becaus

e of

their value, p

ersonal sign

ificance, pos

ition, role or

the

time at whic

h they are o

ffered, could

be interpret

ed to

adversely a

ffect busines

s decisions

or likely to

compromise

their perso

nal or profe

ssional integ

rity.

Gifts on acc

ount of celeb

rations, mem

orial in natur

e,

business me

als, and gifts

received be

cause of pe

rsonal

relationship

and not bec

ause of offici

al position,

mementos r

eceived beca

use of atten

ding widely h

eld

gatherings a

s panelist / s

peaker and

other custom

ary

gifts which a

re not impro

per and do n

ot in any wa

y,

influence the

business de

cisions, are

allowed un

der this

policy.

The Director

s and Assoc

iates of the c

ompany sha

ll also

not offer gif

ts or paymen

ts or authori

zation of pa

yments

by way of gi

fts or pay pe

rsonally pay

for gifts or

hospitality in

order to avo

id this policy

.




5.7 Communication



We may some

times produ

ce modest p

romotional

materials (e

.g. branded

pens). It is

acceptable t

o give

such items t

o contacts in

order to pro

mote our co

mpany.

In some cultu

res / countri

es, it may be

seen as an in

sult

to reject a gi

ft, and we ap

preciate tha

t it may adve

rsely

affect busine

ss relationsh

ips if associa

tes refuse to

accept a gift

. In these ci

rcumstances

, and if the g

ift is

anything oth

er than mod

erate, assoc

iates should

report

the gift to re

porting man

ager who wil

l decide whe

ther to

allow you to

keep the gif

t; retain the

gift for the b

enefit of

Tech Mahin

dra; return th

e gift; or sell

the gift and

give

the proceed

s to charity.

If the Repor

ting Manage

r is

uncertain as

to how to tr

eat the gift,

he/she shoul

d seek

clarification f

rom his/her

relevant Hum

an Resource

(HR)

contact/Corp

orate Ombu

dsman




5.7 Communication

Anti Corruption and Bribery Policy



The compa

ny strives to

preclude an

y activity or c

onduct

which could

be interpret

ed as a favo

r to and from

any

political par

ty or person

.

The C

ompany doe

s not make co

ntributions t

o political

parties whic

h are so ma

de to influen

ce any decis

ion or

gain a busin

ess advantag

e. The Comp

any only mak

es

donations th

at are legal

and ethical

under local

laws and

practices.




5.7 Communication

Anti Corruption and Bribery Policy



5.5 Suspect

ed Fraudule

nt behavior

Any acts of

commission

or omission

which are

detrimental t

o the busine

ss of the com

pany i.e., br

ibery,

corruption, fr

aud, pilferag

e, theft etc.,

will be term

ed as

misconduct.

Any such su

spected frau

dulent beha

viour is

liable to be

investigated

as per proc

ess laid dow

n and

defined by th

e CORPORA

TE OMBUDS

MAN and th

e

Associate/s

concerned i

s / are liable

to face app

ropriate

disciplinary

action includ

ing terminati

on from the

services of t

he company w

hich may ext

end to legal

action.




5.7 Communication



5.6 Outside

Employmen

t or any othe

r type of

association

Directors an

d Associate

s are expec

ted to devot

e their

full time atte

ntion to the

business of t

he Compan

y and

not take on

any assignm

ent either di

rectly or ind

irectly

without prop

er authoriza

tion.




5.7 Communication



5.7 Commun

ication

Directors an

d Associate

s will be truth

ful, and accu

rate in

their commu

nication.

Effect

ive commun

ication is vita

l to avoid an

y kind of

misrepresen

tations, miss

tatements a

nd misleadin

g

impressions

. All commun

ication mate

rial shall be

prepared ag

ainst this ba

ckdrop and s

hould be

adequately b

acked by do

cumentation

to support a

ny

claims or sta

tements mad

e.

Certain desi

gnated pers

ons or group

s of persons

will be

authorized t

o communic

ate on speci

fied matters

depending o

n the sensit

ivity of infor

mation and n

o other

person shal

l communicat

e in an out-o

f-turn mann

er on

those matte

rs.




5.7 Communication



5.8 Commitm

ents

Direct

ors and Ass

ociates shou

ld ensure th

at our

customers ha

ve confidenc

e in the com

mitments we

make on be

half of Tech

Mahindra an

d its subsidi

aries.

Decisions, c

ommitments

, or business

agreements

made

by us as ind

ividuals are

seen and en

visaged by th

e

outside worl

d as having

been made

by Tech Ma

hindra.

All de

cisions shal

l be taken by

virtue of au

thority which

may be ‘dele

gated’. This

includes a d

uty to involv

e

anyone else

who may hav

e the respo

nsibility for

such

decision, an

d to make su

re that ever

ything has b

een

accurately re

corded.


5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest


5.7 Communication

5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association



5.9 Maintain

ing Confiden

tiality of Inf

ormation

The Director

s and Assoc

iates must ma

intain

confidentiali

ty of informa

tion relating

to the affair

s of

Tech Mahin

dra having g

ained knowl

edge of suc

h

information i

n the course

of their serv

ice as Direc

tors or

Associates,

until and un

less authori

zed or legall

y

required to

disclose suc

h information

; and shall n

ot use

confidential

information a

nd other cor

porate

opportunitie

s for their p

ersonal adv

antage.




5.7 Communication




5.10 Insider

trading

Direct

ors and Ass

ociates are

prohibited fr

om using

material info

rmation pert

aining to the

company be

fore it

is made pub

lic, for financ

ial or other p

ersonal ben

efit or

conveying th

is informatio

n to others.

This constitu

tes a violatio

n of Insider T

rading policy

and

may even vi

olate the law

. This includ

es buying or

selling

the securitie

s of the Com

pany or its su

bsidiaries ab

out

which assoc

iate may hav

e material n

on-public

information a

nd giving thi

s “inside info

rmation” to a

nyone

else who mig

ht deal in se

curities of th

e company o

r its

subsidiary(s)

based on th

e information

shared.




5.7 Communication




Directors, M

anagement

and Associa

tes of Tech

Mahindra or

its subsidia

ries may hav

e regular acc

ess to

or benefit fro

m inside info

rmation. In o

rder to comp

ly

with the rule

s and regula

tions stipulat

ed by releva

nt

authorities,

such person

s are prohib

ited from dir

ectly or

indirectly con

ducting secu

rities transa

ctions excep

t

during speci

fic periods.

More gener

ally, any As

sociate is pr

ohibited from

conducting s

ecurities tra

nsactions if

in possessio

n of

inside inform

ation. All Dir

ectors and A

ssociates ar

e also

prohibited fr

om providin

g third partie

s (including

friends

and family) w

ith inside inf

ormation. A

ny breach of

these

legal duties m

ay lead to cr

iminal and c

ivil penalties

being impos

ed upon dir

ector/s or a

ssociate of T

ech

Mahindra or

any third pa

rty to whom

he / she ha

s

provided ins

ide informat

ion. These p

enalties can

include

fines and / o

r imprisonm

ent.




5.7 Communication



6. Protecting AssetsWhat is Inside

6.1 Protecti

on And Use

of Compan

y Assets

The D

irectors and

Associates s

hall protect t

he assets of

Tech Mahin

dra and ensu

re their effic

ient and prop

er use.

All company a

ssets should

be used for

legitimate

business pur

poses. The

assets of TE

CH MAHIND

RA

should not b

e used for ot

her than bu

siness requi

rements

of the comp

any. Incident

al personal

use, if reaso

nable,

does not am

ount to viola

tions under t

his code.

We will protect our brand, physical, financial and intellectual assets

2. Objective

3. Scope




6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security



We are respo

nsible as ind

ividuals for t

he security a

nd

protection of

the assets

used in our

job. This inc

ludes

the proper a

ccounting fo

r the use of a

ny company

resources.

It is expected

that Compa

ny property

– equipmen

t and

intellectual p

roperty right

s such as pa

tents, tradem

arks,

copyrights, d

esigns, strat

egies, plans

, trade secre

ts and

similar item

s that are no

t in the public

domain – w

ill be

used only in

the course o

f, and for, C

ompany bus

iness,

with proper

care and saf

eguards.

2. Objective

3. Scope





LOYALTYLOYALTY



Innovation an

d well-reaso

ned risk tak

ing shall be

supported, b

ut performa

nce will be d

emanded.

Employees s

hall have no

rights or lien

over any

inventions th

at arise in th

e course of e

mployment.

One o

f our most va

luable asset

s is the ‘Tec

h Mahindra’

brand and it

s reputation.

A strong bra

nd is essenti

al for

sustainable

success, es

pecially in fa

st-changing

and

highly comp

etitive mark

ets. The Co

mpany’s bra

nd must

be protected

with as muc

h care as ou

r buildings o

r

equipment. P

roducts, ser

vices or ma

rketing

communicat

ions that are

not consiste

nt with the

meaning of

the brand, b

ad press pub

licity, or imp

roper

use of the lo

go undermi

ne our bran

d and

competitiven

ess.

2. Objective

3. Scope





We swill not infringe the intellectual property rights of others. For example, we respect copyright in third party software.



6.2 Managem

ent and miti

gation of Ris

ks

Comp

any’s Busin

ess continuit

y and crisis

manageme

nt

plan includes

developme

nt and imple

mentation of

viable

business pla

ns to preven

t potential b

usiness disru

ptions

and resume

business ope

rations with

in acceptab

le time

frames and

at agreed se

rvice levels

for the inden

tified

key products

and service

s. The objec

tive of this p

lan is

to delight an

d balance th

e interest of

its key stake

holders by a

ddressing c

ontinuity req

uirements a

cross

regions and

facilities in o

ffice location

s. The comp

any

implements r

igorous plan

s to ensure s

afety and we

lfare

of Associate

s and to pro

tect the asse

ts and inform

ation

from and du

ring a disrup

tion.

2. Objective

3. Scope





ManagementBusiness Continuity referred in the Information Security Policy



6.3 Informat

ion security

Inform

ation security

is the respo

nsibility of a

ll Associates

and Director

s of Tech M

ahindra. All

Associates a

nd

Directors sh

ould comply

and adhere

to the accep

table

use of comp

uter resource

s such as da

ta protection

,

information c

lassification

& protection

, password u

sage

& managem

ent, and thir

d party acce

ss. Informa

tion

security is c

lassified as

both tangibl

e assets suc

h as

systems and

business equ

ipment facili

ties as well a

s

intangible as

sets such as

information t

echnology,

propriety inf

ormation, in

tellectual pr

operty and

relationships

with custom

ers and supp

liers. Any act

of

breach or v

iolation aga

inst Tech Ma

hindra’s info

rmation

security poli

cy will be vie

wed serious

ly and suitab

le

disciplinary

action will b

e initiated.

2. Objective

3. Scope





Information Security Policy


7. Relating with StakeholdersWhat is Inside

§ Information s

upplied to cu

stomers sho

uld be accur

ate

and complete

to the best o

f the knowle

dge. Director

s

and Associa

tes should n

ot misrepres

ent informat

ion to

customers.

§ Directors an

d Associate

s should not

refuse to pro

vide

services to t

he customer

, in the event

one of the T

ech

Mahindra’s c

ompetitors i

s also provid

ing services

to

the same cu

stomer.

§ Customer e

ntertainmen

t should not

exceed

reasonable

and customa

ry business

practice.

Directors an

d Associate

s should not

provide

entertainme

nt or other b

enefits that c

ould be view

ed

as an induce

ment to or a

reward for,

customers’

purchase de

cisions. Ple

ase see “Gift

s” above for

additional gu

idelines in th

is area.


2. Objective

3. Scope




7.1 Customers7.2 Partners

7.3 Suppliers7.4 Community



Our produc

ts and servic

es shall be te

chnologically

competitive a

nd whilst ful

filling the ne

eds of our

customers, sh

all offer the b

est possible

value to ou

r

customers su

ch that we b

ecome the cu

stomers’ firs

t

choice for qu

ality and ser

vice. No false

or misleadi

ng

claims shall

be made wh

ilst marketing

our produc

ts or

services. Ou

r service sta

ndards shal

l be of the h

ighest

possible ord

er.

Mutua

lly beneficial

relationships

of an endu

ring nature

will be built w

ith customer

s. Our respo

nse to the n

eeds

and expecta

tions of custo

mers shall b

e speedy,

courteous an

d effective.

Customer c

omplaints an

d

warranties w

ill be attende

d to the full s

atisfaction of

the

customer.


2. Objective

3. Scope








The policy o

f the Compa

ny is to culti

vate a globa

l

network of c

ollaborative

and mutually

beneficial

alliances afte

r carrying ou

t due diligen

ce of all

prospective

partners. W

e will respe

ct partners’

customs

and tradition

s, and be ho

nest and eth

ical in our d

ealings.

We will work w

ith partners

in the creatio

n of success

ful

ventures wit

h high stand

ards of integ

rity and busi

ness

practice. We will

use our value

s and princip

les in

dialogue wit

h other orga

nizations and

in considerin

g

new and exi

sting relation

ships.

The C

ompany wil

l ensure tha

t its partners

do not make

any payment

s to governm

ental officials

to secure an

y

benefit for t

he Compan

y.


1. Introduction

2. Objective

3. Scope








Tech Mahin

dra and its s

ubsidiaries d

eal fairly and

honestly wit

h their suppl

iers. This me

ans that our

relationships

with supplie

rs are based

on price, qu

ality,

service and

reputation.

Directors an

d Associate

s dealing

with supplie

rs should ca

refully guard

their object

ivity.

The Compa

ny will carry

out due dili

gence befor

e

selection of

suppliers.

The Compa

ny will ensu

re that its pa

rtners do no

t make

any payment

s to governm

ental officials

to secure an

y

benefit for t

he Compan

y.

Specifically

, no Director

or Associat

e should acc

ept or

solicit any p

ersonal ben

efit from a su

pplier or pot

ential

supplier tha

t might comp

romise, or ap

pear to

compromise

, their objec

tive assessm

ent of the su

pplier’s

products an

d prices. Dire

ctors and As

sociates can

give

or accept pr

omotional ite

ms of nomin

al value or

moderately

scaled enter

tainment with

in the limits

of

responsible

and custom

ary business

practice. P

lease

see “Gifts” ab

ove for addi

tional guidel

ines in this a

rea

1. Introduction

2. Objective

3. Scope








Tech Mahin

dra will cont

ribute to the

wellbeing o

f the

societies in

which we op

erate throug

h our busine

ss

activities. W

e will mainta

in the highes

t level of inte

grity

while respe

cting local la

ws, customs

and traditio

ns. We

will work with

community a

nd other org

anizations to

support non

-profit makin

g activities a

nd activities

that

benefit wide

r society

1. Introduction

2. Objective

3. Scope






YES, WE CAREYES, WE CARE


8. Maintaining an Equitable & Safe WorkplaceWhat is Inside

The policy o

f the Compa

ny is to prov

ide equal op

portunities to

all its

Associates w

ithout being

biased to the

ir race, regio

n, caste, rel

igion,

colour, ance

stry, marital s

tatus, gende

r, sexual orie

ntation, age,

nationality,

ethnic origin

or disability

. The compa

ny has a poli

cy to elimina

te overt and

covert bias i

n recruiting,

promoting a

nd separatin

g male and f

emale

Associates.

The compa

ny strives to

hire people

on the basis

of their

qualification

s, prior expe

rience, expe

rtise and ab

ilities, local

and

constitutiona

l law mandat

e with regar

d to recruitm

ent (if any)

and is

determined to

provide a wo

rk environm

ent free of a

ny form of u

nlawful

discrimination

.

The compa

ny shall prom

ote gender e

quality in pro

viding acces

s to

opportunitie

s for training

, learning, an

d participati

on in decisio

n making.

The compa

ny shall put i

n place orga

nizational po

licies and p

ractices that

address var

ious Associa

te issues inc

luding sexua

l harassmen

t, work life

imbalance an

d profession

al discrimina

tion.

Any Associa

te with quest

ions or conc

erns regard

ing any act o

f

discrimination

in the workp

lace is encou

raged to bri

ng the issue

to the

attention of

his / her imm

ediate super

visor or the h

ead of the c

oncerned

business / su

pport unit an

d further to t

he CORPOR

ATE OMBUD

SMAN.

1. Introduction

2. Objective

3. Scope





8.1 Employment Practices

8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance

8.6 Human Dignity

Employment Practices Policy.



The Compa

ny believes

that the serv

ices of an A

ssociate are

crucial to

Tech Mahin

dra and its c

lients. While em

ployed with T

ech Mahindr

a and a

period of on

e year there

after, Assoc

iates shall no

t solicit and

shall not

provide serv

ices to any o

f Tech Mahin

dra’s clients

(on the sam

e account /

project) with

whom they h

ave been ass

ociated in th

e preceding

one year

from the da

te of separa

tion (for any

reason) from

Tech Mahin

dra During

the tenure o

f employme

nt with Tech

Mahindra an

d after the c

essation of

employment

, the Associa

te is respons

ible for safe

guarding Te

ch

Mahindra’s b

usiness and

confidential

information i

ncluding its

customers’

names and

other busine

ss details, in

formation re

garding tech

nical, trade

or business

data.

Associates

should not

solicit or ind

uce or ende

avour to sol

icit or induce

any person w

ho is employ

ed by the co

mpany to ce

ase working

for or

providing se

rvices to Te

ch Mahindra

. Associates

should not

also solicit o

r

induce or en

deavour to s

olicit any con

sultant, supp

lier or servic

e provider

to cease to d

eal with the

company an

d shall not in

terfere in any

way with

any relations

hip between

a consultan

t, a supplier

or a service

provider and

the Compan

y.

In any event

of a violatio

n of the abo

ve mentione

d Tech Mah

indra

reserves the

right to any

legal remed

y available t

o it under ap

plicable law

s

and claim an

y such dama

ges from yo

u as it may i

ncur from th

is act of

yours.

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity



The Compa

ny’s Anti Se

xual Harassm

ent policy ai

ms at bringin

g ‘zero

tolerance’ p

olicy on any

act of sexua

l harassmen

t / any discri

mination

based on se

x and promo

te a work en

vironment th

at encourag

es mutual

respect, pro

motes respe

ctful and con

genial relatio

nships betwe

en

Associates,

and is free f

rom all form

s of sexual h

arassment to

any

Associate or

applicant fo

r employme

nt by anyone

including ve

ndors, or

customers.

Sexua

l Harassmen

t is a form o

f discriminat

ion which inc

ludes a rang

e of

behavior fro

m seemingly

mild transg

ressions and

annoyance

s, to actual

sexual abus

e or sexual

assault, and

will not be

accepted in

any form or

manner.

Sexua

l harassmen

t includes co

nduct of ass

ociates, man

agers, vend

ors

and / or cus

tomers who

engage in v

erbally or ph

ysically hara

ssing

behavior, wh

ich has the p

otential for h

umiliating or

embarrassin

g an

associate of

the Compa

ny.

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity



All of the Co

mpany, both

manageme

nt and non-m

anagement,

are

responsible

for assuring

that a workp

lace free of

sexual hara

ssment is

maintained.

Any A

ssociate ma

y file a sexua

l harassmen

t complaint re

garding

incidents ex

perienced pe

rsonally or i

ncidents obs

erved in the

workplace.

The C

ompany is c

ommitted to

maintaining

a lawful, ple

asant work

environmen

t where all A

ssociates ar

e able to eff

ectively perf

orm their

work without

interference

of any type

and reques

ts the assist

ance of

all Associate

s in this effo

rt.

All Co

mpany supe

rvisors and m

anagers are

expected to

adhere to t

he

Company’s

Anti Sexual

Harassment

Policy.

Anti Sexual Harassment Policy

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity



Protecting th

e environme

nt and the h

ealth and saf

ety of Assoc

iates is

of prime impo

rtance to the

company an

d the compa

ny strives to

provide a sa

fe, healthy a

nd hygienic e

nvironment

to its workfor

ce. The

company atta

ches the gre

atest value to

its personn

el. It conduc

ts its

operations i

n a safe ma

nner that m

inimizes adv

erse environ

mental

impact. It st

rives to prev

ent all possi

ble accident

s, incidents,

injuries

and occupa

tional illness

.

Comp

any believes

in creating a

wareness am

ong its Asso

ciates on

work place p

ractices and

communicat

ing informat

ion, instructi

on and

training prog

rams to all t

he Associat

es to enable

them to com

ply with

the Environm

ent, health a

nd safety po

licy of the co

mpany.

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity



We will minim

ize the poten

tially harmfu

l effects of o

ur activities

on the

environmen

t.

We are comm

itted to prote

ct and prese

rve the envi

ronment. We will

endeavour t

o reuse rath

er than disp

ose whenev

er possible.

We will

also promot

e recycling a

nd the use o

f recycled ma

terials.

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity



We are comm

itted to treati

ng those eng

aged with o

ur Company w

ith

dignity and r

espect.

1. Introduction

2. Objective

3. Scope







8.6 Human Dignity


9. Raising Concerns and ComplaintsWhat is Inside

The CORPO

RATE OMB

UDSMAN is

primarily res

ponsible for

overseeing a

nd managing

compliance

issues with

in the organ

ization.

The CORPO

RATE OMB

UDSMAN is

in charge of

ensuring, th

at the

company and

its Associat

es are comp

lying with inte

rnal policies

and

procedures

.

1. Introduction

2. Objective

3. Scope





9.1 Corporate Ombudsman

9.2 WhistleBlower9.3 Concern about Integrity and Non- Compliance




Tech Mahin

dra’s Whistleb

lower Policy

is a critical

means thro

ugh

which stake

holders can

raise actual o

r suspected

violations. T

he

policy is app

licable to all

Associates (

including pe

rmanent and

on

contract) Cu

stomers and

Suppliers /

Vendors of T

ech Mahindr

a.

The p

olicy sets ou

t ways throu

gh which the

stakeholder

s can raise

concerns th

at relate to a

ctual or susp

ected violati

ons of the C

ode of

Ethical Busin

ess Conduc

t, Accountin

g, Internal A

ccounting C

ontrols,

Auditing Ma

tters and ap

plicable nati

onal and inte

rnational law

s

including sta

tutory / regu

latory rules a

nd regulation

s which inclu

des

but not limite

d to Compa

nies Act, SE

BI and SEC

Regulations

.

1. Introduction

2. Objective

3. Scope






9.2 Whistleblower9.3 Concern about Integrity and Non- Compliance




A "whistlebl

ower compla

int" is a com

plaint where

a Complaina

nt /

Whistle Blowe

r ( person ra

ising the Co

mplaint) bel

ieves that T

ech

Mahindra(or

an officer o

r Associate o

f Tech Mahin

dra) has, or

may

have, breac

hed the Cod

e of Ethical

Business C

onduct, Acc

ounting,

Internal Acc

ounting Con

trols, Auditing

Matters and

applicable

national and

internationa

l laws includ

ing statutory

/ regulatory

rules

and regulatio

ns.

Alertin

g Tech Mah

indra to pot

ential issues

will assist i

n promoting

compliant co

rporate envi

ronment and

will protect

Tech Mahin

dra’s

reputation. A

ll the stakeho

lders have an

obligation to

raise such

concerns as

soon as pos

sible.

All the

stakeholder

s shall addr

ess the com

plaints / conc

erns to the

CORPORAT

E OMBUDS

MAN. In ca

se of a comp

laint / conce

rn

against COR

PORATE OM

BUDSMAN,

the same sh

all be addre

ssed

to the Vice

Chairman of

the Board of

Directors.

1. Introduction

2. Objective

3. Scope








Whistle Blower Policy



Concerns ab

out Integrity

and non-co

mpliance wit

h Tech

Mahindra’s c

ode of Ethic

al Business

Conduct will

be

investigated

as per proc

ess laid dow

n and define

d under the

Whistle blowe

r policy. Th

e Associate

/s concerne

d who is / ar

e

found to be

non-complia

nt after the i

nvestigation

are liable to

face approp

riate disciplin

ary action in

cluding term

ination from

the services

of the comp

any.

1. Introduction

2. Objective

3. Scope







9. Raising Concerns & Complaints § Associates need to write to CORPORATE OMBUDSMAN immediately and raise a

concern with required evidences and documents.§ A minimum 7 member Redressal Committee consisting of experts will be formed

with the right knowledge and objectivity from within the company. Members from this committee shall be assigned to investigate into the matter within 48 hours of receipt of the whistle blower complaint.

§ The Redressal Committee should conduct an inquiry and come up with a report within 15 working days from the date of the initial complaint.

§ The Redressal Committee should recommend the corrective actions to the appropriate managers for implementation. In the event the accused is found guilty, penalties will be prescribed through CORPORATE OMBUDSMAN, and will be implemented by HR.

§ The person raising the concern will also receive an update on the final outcome


10. Additional Policies and StandardsWhat is Inside

As a public c

ompany, Te

ch Mahindra

is committed

to full, fair,

accurate, tim

ely disclosur

e in reports

and docume

nts that it file

s

with, or subm

its to, the re

gulatory aut

horities in In

dia or abroa

d

and in other

public comm

unications o

f the compa

ny. For

honouring th

is commitme

nt, the Direc

tors and As

sociates sha

ll

be responsib

le to ensure

internal con

trols over fin

ancial

reporting an

d also comp

liance with t

he disclosur

e and repor

ting

requiremen

ts



10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control

9. Raising Concerns & Complaints10. Additional Policies & Standards

10.4 Money Laundering Prevention10.5 Working with the Government

10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines

10.9 Indemnity



Tech Mahin

dra investor

relations sha

ll be ethical,

professiona

l,

transparent

and investor

friendly. We reco

gnize the rig

ht of our

investors to

information a

nd shall alwa

ys be attent

ive to this ne

ed.

The relevant

information w

ill be speedil

y dissemina

ted and shal

l

be as inform

ative as is re

quired to be

, subject to c

onsideration

of

confidentiali

ty and applic

able legislati

on. We resp

ect the right

of

investors to

express the

ir views durin

g investors m

eet including

the general

meetings of t

he company,

on matters f

orming part

of

the agenda

and on the

performance

of the comp

any, and sha

ll

respond to

their observa

tions and qu

eries to the

fullest exten

t

permissible

. No informa

tion shall be

made availa

ble on a

selective ba

sis to a spec

ified group o

f investors in

a manner t

hat

places them

at an advan

tage over ot

her group o

f investors. W

e

shall always

respond spe

edily and wit

h courtesy to

our investor

s

on matters r

elating to sec

urities held b

y them in the

company







10.9 Indemnity



Internationa

l Trade Con

trol (ITC) law

s affect the t

ransmission

of

goods, servi

ces and tech

nology acros

s national bo

rders. Tech

Mahindra is

committed to

comply with

these laws

and trade

controls in a

ll of its opera

tions — shipp

ing products

, exchanges

of informatio

n across nat

ional bounda

ries, includin

g e-mail and

web access

. Tech Mahin

dra shall abi

de with the

specific

compliances

tailor-made

for the resp

ective count

ries and

published e

lsewhere in

Tech Mahin

dra website o

n complianc

e

applicable in

these jurisd

ictions.







10.9 Indemnity



Money Laun

dering implie

s engaging, d

irectly or ind

irectly, in a

transaction t

hat involves

property tha

t is the proce

ed of crime,

or

receiving, po

ssessing, m

anaging, inve

sting, conce

aling,

disguising, d

isposing of

or bringing a

ny property

that is the

proceeds of

an act ident

ified as a cri

me under th

e Prevention

of

Money Laun

dering Act, 2

002 or any

other applic

able legislati

on.

Tech Mahin

dra is comm

itted to comp

ly fully with a

ll anti-mone

y

laundering a

nd anti-terro

rism laws thr

oughout the

world. It

conducts bu

siness only w

ith reputable

customers

involved in

legitimate bu

siness activi

ties, with fun

ds derived fr

om legitimate

sources. Eac

h business i

s required to

take reason

able steps to

prevent and

detect unac

ceptable and

suspicious

forms of

payment.

Tech

Mahindra sh

all abide wit

h the specif

ic complianc

es as is

tailor-made

for the resp

ective count

ries and pub

lished elsew

here

in Tech Mah

indra websi

te on compl

iance applic

able in these

jurisdictions

.







10.9 Indemnity



In the cours

e of its busin

ess, Tech M

ahindra shal

l apply the

highest ethic

al standards

while intera

cting with gov

ernment

agencies, of

ficials and p

ublic interna

tional agenc

ies. It abides

by

the applicab

le laws and

regulations r

elating to its

working with

governmen

ts, including

certain spe

cial requirem

ents associa

ted

with govern

ment transa

ctions includ

ing but not li

mited to

regulations o

n governmen

t contracting

and special

anticorruptio

n restriction

s.







10.9 Indemnity

§ Deviation fr

om contract

requiremen

ts without th

e written

approval of

the authorize

d governmen

t official.

§ Submission

of inaccurat

e or incompl

ete cost or p

ricing data t

o

the governm

ent

Associates that violate this policy may be subject to disciplinary action which may even extend up to termination of services.



Tech Mahin

dra’s intellec

tual property

is one of its

most valuabl

e

assets and t

he company h

as exclusive

legal rights

over its

trademarks, p

atents, copy

rights, busin

ess method

s, and

industrial pr

ocesses.

All As

sociates mu

st work to sa

feguard com

pany’s paten

ts,

trademarks, c

opyrights, tr

ade secrets a

nd other pro

prietary

information.

At the same

time, it is al

so critical th

at we respe

ct

the valid inte

llectual prop

erty rights o

f others. Un

authorized u

se

of others’ in

tellectual pr

operty is not

permitted.

§ Accepting or

using propr

ietary inform

ation of outsi

ders or of a

competitor.

§ Disclosing it

s proprietary

information t

o outsiders.

§ Permitting o

utsiders to u

se its intelle

ctual propert

y







10.9 Indemnity



Tech Mahin

dra creates

the right env

ironment fo

r disclosing

timely,

reliable and

accurate inf

ormation to

governmen

t agencies a

nd to

the public. It

complies w

ith the Gene

rally Accepte

d Accountin

g

Principles, s

tandards an

d regulations

for accounti

ng and

financial rep

orting.

It assu

res regulato

ry complianc

e by prepari

ng or review

ing

reports and

necessary p

rocedures,

it designs, im

plements an

d

monitors inte

rnal controls

to safeguard

assets and

provide

reliable finan

cial stateme

nts.

Tech

Mahindra co

mplies with t

he applicab

le laws and

regulations r

elating to the

preservation

of documen

ts and recor

ds.

It preserves

documents a

nd records r

elevant to pe

nding or

reasonably

foreseeable

litigation, au

dits or inves

tigations, an

d as

directed by th

e company c

ounsel.







10.9 Indemnity



These socia

l media Guid

elines apply

to all Assoc

iates who are

employed at

Tech Mahin

dra its subsi

diaries or aff

iliates, or ar

e

engaged as

consultants

and are con

tributing to b

logs, wikis,

social netwo

rks or any o

ther form of

social media

, both inside

and outside

Tech Mahin

dra

The compa

ny expects a

ssociates to

be aware of

, understand

and follow th

ese guideline

s while takin

g part in glo

bal

conversation

s related to

the work at T

ech Mahindr

a Failure to d

o

so, could inc

ur risks pert

aining to ass

ociate’s ass

ociation with

Tech Mahin

dra These gu

idelines are

not exhausti

ve but

suggestive a

s they contin

ue to evolve

, as and whe

n new

technologies

arise.







10.9 Indemnity



Guidelines:

§ All associate

s shall ackn

owledge an

d abide by th

e following:

§ Associates s

hall not post

any content

(e.g. text, bo

oks,

quotes, logo

s, etc.) that

is the prope

rty of anoth

er individua

l

without requ

isite and ap

plicable righ

t(s) under la

w.

§ Associate sh

all not defam

e abuse, ha

rass or threa

ten Tech

Mahindra its

associates o

r any third p

arty, or othe

rwise

violate the le

gal rights of

Tech Mahin

dra or any th

ird party.

§ Associates s

hall not in an

y manner pu

blish or post

any

inappropriat

e, defamato

ry, infringing

, obscene, r

acist,

terrorist, pol

itically slante

d, indecent o

r unlawful to

pic, name,

material or i

nformation.







10.9 Indemnity



Guidelines:

§ Associates s

hall not publi

sh confidenti

al or other p

roprietary

information o

f Tech Mahin

dra or any o

ther Third P

arty.

§ Associates s

hall not cite o

r refer to clie

nts, partners

or

suppliers wi

thout their a

pproval.

§ Associates s

hall not use e

thnic slurs, p

ersonal insu

lts,

obscenity, e

tc.

§ Associates s

hall not post

or promote

any obscene

, racist,

prejudiced, b

igotry, hatre

d or physica

l harm of an

y kind

against any g

roup or indiv

idual.

§ Associates s

hall not hara

ss or advoca

te harassme

nt of

another per

son or organ

ization







10.9 Indemnity



Guidelines:

§ Associates s

hall not post

any materia

l which cont

ains nudity,

violence or

is offensive

in nature

§ Associates s

hall not publi

sh informatio

n that is fals

e or

misleading o

r promotes il

legal activitie

s or partake

in

conduct that

is abusive, t

hreatening, o

bscene, def

amatory or

libellous.

§ Associates s

hall not explo

it people in a

sexual, viole

nt or in

any manner

not respectf

ul of human

rights.

§ Associates s

hall not comm

it or promot

e any crimin

al activity

or enterpris

e or provide

instructiona

l information a

bout illegal

activities, su

ch as makin

g or buying

illegal weap

ons or

violating som

eone’s privac

y.







10.9 Indemnity



Guidelines:

§ Associates s

hall not viola

te Tech Mah

indra`s priva

cy,

confidentiali

ty or any oth

er guideline

s for externa

l

commercial

speeches.

§ Associates s

hall not know

ingly introdu

ce viruses, w

orms,

harmful cod

e or Trojan

horses.

§ Associates s

hall show pro

per consider

ation for the

privacy of

others.

§ Associates s

hall use the

following dis

claimer when

they are

posting the

content relat

ed to work o

r subjects as

sociated

with Tech M

ahindra.

§ “The posting

s on this site

are my own

and do not

necessarily

represent Te

ch Mahindra

’s positions,

strategies o

r opinions.”







10.9 Indemnity



Associates a

gree to inde

mnify and h

old Tech Ma

hindra, its

subsidiaries

and affiliate

s from any c

laim, cost, ex

pense,

judgment or

other loss r

elating to co

mmunication

\ publication

,

that shall com

e under the

purview of th

e Social Me

dia Guideline

s,

including wi

thout limitat

ion of the fo

regoing, any

action take







10.9 Indemnity


Code of Ethical Business Conduct

HR-PO717, |1.0

Sharda Centre, Off Karve Road, Erandwane, Pune, Maharashtra, India 411004

www.techmahindra.com


Version Date Author

(functionReviewed by

Approved by Nature of changes

Issue 1.0

22 Aug 2013 HR Function

HeadFunction Head

Tech Mahindra Board Approved. First Integrated Issue.

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