ForewordThe Tata Code of Conduct is a set of principles that

guide and govern the conduct of Tata companies and

their employees in all matters relating to business. First

elucidated in 1998, the Code lays down the ethical

standards that Tata employees have to observe in their

professional lives, and it defines the value system at the

heart of the Tata group and its many business entities.

The Code is a dynamic document that reinforces the

Tata canon of honourable behaviour in business. While

it has remained unaltered at its core, the Code has been

modified down the years to keep it in step with changing

regulatory norms in the different parts of the world that

Tata companies now do business. These modifications

have reinforced the Code, and enable it to reflect the

diverse business, cultural and other factors that have a

bearing on the health of the Tata brand.

If all of us, in our professional and personal capacities,

can internalise the beliefs enshrined in the Tata Code of

Conduct, the Tata group’s legacy and its future will remain

in good hands.

CP MistryGroup Chairman

3

Clause:1National interestThe Tata group is committed to benefit the economic development of the countries in which it operates. NoTata company shall undertake any project or activity tothe detriment of the wider interests of the communitiesin which it operates.

A Tata company’s management practices and businessconduct shall benefit the country, localities and communitiesin which it operates, to the extent possible and affordable,and shall be in accordance with the laws of the land.

A Tata company , in the course of its business activities ,shall respect the culture, customs and traditions of eachcountry and region in which it operates. It shall conformto trade procedures, including licensing, documentationand other necessary formalities, as applicable.

Clause:2Financial reporting and recordsA Tata company shall prepare and maintain its accountsfairly and accurately and in accordance with theaccounting and financial reporting standards whichrepresent the generally accepted guidelines , principles,standards, laws and regulations of the country in whichthe company conducts its business affairs.

Internal accounting and audit procedures shall reflect,fairly and accurately, all of the company’s businesstransactions and disposition of assets, and shall haveinternal controls to provide assurance to the company’s

4

board and shareholders that the transactions are accurateand legitimate. All required information shall be accessibleto company auditors and other authorised parties andgovernment agencies. There shall be no willful omissionsof any company transactions from the books and records,no advance-income recognition and no hidden bankaccount and funds.

Any willful, material misrepresentation of and / ormisinformation on the financial accounts and reports shallbe regarded as a violation of the Code, apart from invitingappropriate civil or criminal action under the relevantlaws. No employee shall make, authorise, abet or colludein an improper payment, unlawful commission or bribing.

Clause:3CompetitionA Tata company shall fully support the development andoperation of competitive open markets and shall promotethe liberalisation of trade and investment in each countryand market in which it operates. Specifically, no Tatacompany or employee shall engage in restrictive tradepractices, abuse of market dominance or similar unfairtrade activities.

A Tata company or employee shall market the company’sproducts and services on their own merits and shall notmake unfair and misleading statements about competitors’products and services. Any collection of competitiveinformation shall be made only in the normal course ofbusiness and shall be obtained only through legallypermitted sources and means.

5

Clause:4Equal opportunities employer

A Tata company shall provide equal opportunities to allits employees and all qualified applicants foremployment without regard to their race , caste, religion,colour, ancestry, marital status, gender, sexualorientation, age, nationality, ethnic origin or disability.

Human resource policies shall promote diversity andequality in the workplace, as well as compliance with alllocal labour laws, while encouraging the adoption ofinternational best practices.

Employees of a Tata company shall be treated with dignityand in accordance with the Tata policy of maintaining awork environment free of all forms of harassment, whetherphysical, verbal or psychological. Employee policies andpractices shall be administered in a manner consistentwith applicable laws and other provisions of this Code,respect for the right to privacy and the right to be heard,and that in all matters equal opportunity is provided tothose eligible and decisions are based on merit.

Clause:5Gifts and donationsA Tata company and its employees shall neither receivenor offer or make, directly or indirectly, any illegalpayments, remuneration, gifts, donations or comparablebenefits that are intended , or perceived, to obtainuncompetitive favours for the conduct of its business.The company shall cooperate with governmental

6

authorities in efforts to eliminate all forms of bribery ,fraud and corruption.

However, a Tata company and its employees may, with fulldisclosure, accept and offer nominal gifts, provided suchgifts are customarily given and / or are of a commemorativenature. Each company shall have a policy to clarify its rulesand regulations on gifts and entertainment, to be used forthe guidance of its employees.

Clause:6Government agenciesA Tata company and its employees shall not , unlessmandated under applicable laws, offer or give anycompany funds or property as donation to anygovernment agency or its representative , directly orthrough intermediaries, in order to obtain any favourableperformance of official duties. A Tata company shallcomply with government procurement regulations and shall be transparent in all its dealings withgovernment agencies.

Clause:7Political non-alignmentA Tata company shall be committed to and support theconstitution and governance systems of the country inwhich it operates.

A Tata company shall not support any specific politicalparty or candidate for political office. The company ’s

7

conduct shall preclude any activity that could beinterpreted as mutual dependence / favour with anypolitical body or person, and shall not offer or giveany company funds or property as donations to anypolitical party, candidate or campaign.

Clause:8Health, safety and environmentA Tata company shall strive to provide a safe , healthy,clean and ergonomic working environment for itspeople. It shall prevent the wasteful use of naturalresources and be committed to improving theenvironment, particularly with regard to the emissionof greenhouse gases, and shall endeavour to offset the effect of climate change in all spheres of its activities.

A Tata company, in the process of production and saleof its products and services, shall strive for economic,social and environmental sustainability.

Clause:9Quality of products and servicesA Tata company shall be committed to supply goodsand services of world class quality standards , backedby after-sales services consistent with therequirements of its customers, while striving for theirtotal satisfaction. The quality standards of thecompany’s goods and services shall meet applicablenational and international standards.

8

A Tata company shall display adequate health and safetylabels, caveats and other necessary information on itsproduct packaging.

Clause:10Corporate citizenshipA Tata company shall be committed to good corporatecitizenship, not only in the compliance of all relevant lawsand regulations but also by actively assisting in theimprovement of quality of life of the people in thecommunities in which it operates. The company shallencourage volunteering by its employees and collaborationwith community groups.

Tata companies are also encouraged to develop systematicprocesses and conduct management reviews, as stated in theTata ‘corporate sustainability protocol,’ from time to time so asto set strategic direction for social development activity.

The company shall not treat these activities as optional, butshould strive to incorporate them as an integral part of itsbusiness plan.

Clause:11Cooperation of Tata companiesA Tata company shall cooperate with other Tata companiesincluding applicable joint ventures, by sharing knowledge andphysical, human and management resources, and by makingefforts to resolve disputes amicably, as long as this does notadversely affect its business interests and shareholder value.

9

In the procurement of products and services, a Tatacompany shall give preference to other Tatacompanies, as long as they can provide these oncompetitive terms relative to third parties.

Clause:12Public representation of thecompany and the Group The Tata group honours the information requirementsof the public and its stakeholders. In all its publicappearances, with respect to disclosing company andbusiness information to public constituencies such asthe media, the financial community, employees,shareholders, agents, franchisees, dealers, distributorsand importers, a Tata company or the Tata group shallbe represented only by specifically authorised directorsand employees. It shall be the sole responsibility ofthese authorised representatives to discloseinformation about the company or the Group.

Clause:13Third party representationParties which have business dealings with the Tatagroup but are not members of the Group, such asconsultants, agents, sales representatives,distributors, channel partners, contractors andsuppliers, shall not be authorised to represent a Tatacompany without the written permission of the Tatacompany, and / or if their business conduct andethics are known to be inconsistent with the Code.

10

Third parties and their employees are expected to abide bythe Code in their interaction with, and on behalf of, a Tatacompany. Tata companies are encouraged to sign a non-disclosure agreement with third parties to supportconfidentiality of information.

Clause:14Use of the Tata brand

The use of the Tata name and trademark shall be governedby manuals, codes and agreements to be issued by TataSons. The use of the Tata brand is defined in and regulatedby the Tata Brand Equity and Business Promotionagreement. No third party or joint venture shall use the Tatabrand to further its interests without specific authorisation.

Clause:15Group policiesA Tata company shall recommend to its board ofdirectors the adoption of policies and guidelinesperiodically formulated by Tata Sons.

Clause:16ShareholdersA Tata company shall be committed to enhancingshareholder value and complying with all regulations andlaws that govern shareholder rights. The board of directorsof a Tata company shall duly and fairly inform itsshareholders about all relevant aspects of the company’s

11

business, and disclose such information in accordancewith relevant regulations and agreements.

Clause:17Ethical conductEvery employee of a Tata company, including full-timedirectors and the chief executive , shall exhibit culturallyappropriate deportment in the countries they operatein, and deal on behalf of the company withprofessionalism, honesty and integrity, whileconforming to high moral and ethical standards. Suchconduct shall be fair and transparent and be perceivedto be so by third parties.

Every employee of a Tata company shall preserve thehuman rights of every individual and the community,and shall strive to honour commitments.

Every employee shall be responsible for theimplementation of and compliance with the Code in his / her environment. Failure to adhere to the Codecould attract severe consequences, includingtermination of employment.

Clause:18Regulatory complianceEmployees of a Tata company, in their business conduct,shall comply with all applicable laws and regulations, in letterand spirit, in all the territories in which they operate. If theethical and professional standards of applicable laws and

12

regulations are below that of the Code, then the standards ofthe Code shall prevail.

Directors of a Tata company shall comply with applicablelaws and regulations of all the relevant regulatory andother authorities. As good governance practice they shallsafeguard the confidentiality of all information received bythem by virtue of their position.

Clause:19Concurrent employmentConsistent with applicable laws, an employee of a Tatacompany shall not, without the requisite, officially writtenapproval of the company, accept employment or a positionof responsibility (such as a consultant or a director) withany other company, nor provide freelance services toanyone, with or without remuneration. In the case of a full-time director or the chief executive, such approval must beobtained from the board of directors of the company.

Clause:20Conflict of interestAn employee or director of a Tata company shall always actin the interest of the company, and ensure that anybusiness or personal association which he / she may havedoes not involve a conflict of interest with the operationsof the company and his / her role therein.

An employee, including the executive director (other thanindependent director) of a Tata company, shall not accept

13

a position of responsibility in any other non-Tata companyor not-for-profit organisation without specific sanction.

The above shall not apply to (whether for remuneration orotherwise):a) Nominations to the boards of Tata companies, joint

ventures or associate companies.b) Memberships / positions of responsibility in

educational / professional bodies, wherein such association will benefit the employee / Tata company.

c) Nominations / memberships in government committees / bodies or organisations.

d) Exceptional circumstances, as determined by the competent authority.

Competent authority, in the case of all employees , shallbe the chief executive, who in turn shall report suchexceptional cases to the board of directors on aquarterly basis. In case of the chief executive andexecutive directors, the Group Executive Council shall bethe competent authority.

An employee or a director of a Tata company shall notengage in any business, relationship or activity whichmight conflict with the interest of his / her company or theTata group. A conflict of interest , actual or potential, mayarise where, directly or indirectly… a) An employee of a Tata company engages in a business,

relationship or activity with anyone who is party to a transaction with his / her company.

b) An employee is in a position to derive an improper benefit, personally or to any of his / her relatives, by making or influencing decisions relating to any transaction.

14

c) An independent judgement of the company’s or Group’s best interest cannot be exercised.

The main areas of such actual or potential conflicts ofinterest shall include the following:a) An employee or a full-time director of a Tata company

conducting business on behalf of his / her company or being in a position to influence a decision with regard to his / her company’s business with a supplier or customer where his / her relative is a principal officer orrepresentative, resulting in a benefit to him / her or his / her relative.

b) Award of benefits such as increase in salary or other remuneration, posting , promotion or recruitment of a relative of an employee of a Tata company, where such an individual is in a position to influence decisions withregard to such benefits.

c) The interest of the company or the Group can be compromised or defeated.

Notwithstanding such or any other instance of conflict ofinterest that exist due to historical reasons, adequate andfull disclosure by interested employees shall be made tothe company’s management. It is also incumbent uponevery employee to make a full disclosure of any interestwhich the employee or the employee’s immediate family,including parents, spouse and children, may have in afamily business or a company or firm that is a competitor,supplier, customer or distributor of or has other businessdealings with his / her company.

Upon a decision being taken in the matter, the employeeconcerned shall be required to take necessary action, asadvised, to resolve / avoid the conflict.

15

If an employee fails to make the required disclosure and themanagement of its own accord becomes aware of aninstance of conflict of interest that ought to have beendisclosed by the employee, the management shall take aserious view of the matter and consider suitable disciplinaryaction against the employee.

Clause:21Securities transactions and confidentialinformationAn employee of a Tata company and his / her immediatefamily shall not derive any benefit or counsel, or assistothers to derive any benefit, from access to and possessionof information about the company or Group or its clients orsuppliers that is not in the public domain and, thus,constitutes unpublished, price-sensitive insider information.

An employee of a Tata company shall not use or proliferateinformation that is not available to the investing public, andwhich therefore constitutes insider information, for making orgiving advice on investment decisions about the securities ofthe respective Tata company, Group, client or supplier onwhich such insider information has been obtained.

Such insider information might include (without limitation)the following:? Acquisition and divestiture of businesses or business units.? Financial information such as profits, earnings and

dividends.? Announcement of new product introductions or

developments.? Asset revaluations.

16

? Investment decisions / plans.? Restructuring plans .? Major supply and delivery agreements .? Raising of finances.

An employee of a Tata company shall also respect andobserve the confidentiality of information pertaining toother companies, their patents, intellectual property rights,trademarks and inventions; and strictly observe a practice ofnon-disclosure.

Clause:22Protecting company assetsThe assets of a Tata company shall not be misused ; theyshall be employed primarily and judiciously for thepurpose of conducting the business for which they areduly authorised. These include tangible assets such asequipment and machinery, systems, facilities, materialsand resources, as well as intangible assets such asinformation technology and systems, proprietaryinformation, intellectual property, and relationships withcustomers and suppliers.

Clause:23CitizenshipThe involvement of a Tata employee in civic or public affairsshall be with express approval from the chief executive ofhis / her company, subject to this involvement having noadverse impact on the business affairs of the company orthe Tata group.

Clause:24Integrity of data furnished

Every employee of a Tata company shall ensure, at all times,the integrity of data or information furnished by him / her tothe company. He / she shall be entirely responsible inensuring that the confidentiality of all data is retained andin no circumstance transferred to any outside person / partyin the course of normal operations without expressguidelines from or, the approval of the management.

Clause:25Reporting concernsEvery employee of a Tata company shall promptly report tothe management, and / or third-party ethics helpline, whenshe / he becomes aware of any actual or possible violation ofthe Code or an event of misconduct, act of misdemeanour oract not in the company’s interest. Such reporting shall bemade available to suppliers and partners, too.

Any Tata employee can choose to make a protecteddisclosure under the whistleblower policy of the company,providing for reporting to the chairperson of the auditcommittee or the board of directors or specified authority.Such a protected disclosure shall be forwarded, whenthere is reasonable evidence to conclude that a violation ispossible or has taken place, with a covering letter, whichshall bear the identity of the whistleblower.

The company shall ensure protection to thewhistleblower and any attempts to intimidate him / herwould be treated as a violation of the Code.

17

18

Note:

The TCoC does not provide a full, comprehensive andcomplete explanation of all the rules that employees arebound to follow. Employees have a continuing obligationto familiarise themselves with all applicable laws,company policies, procedures and work rules.

All JVs could adopt TCoC or a joint code of conductincorporating all elements of the TCoC.

This version of the TCoC supersedes all earlier versionsand associated documents and stands effective fromOctober 1, 2013.

19

Tata Code of Conduct - 2013

I acknowledge that I have received the Tata Code of Conduct.

I have read the Tata Code of Conduct and I acknowledge thatas a Tata employee, I am required to comply with theguidelines described therein and failure to do so may subjectme to disciplinary action, up to and including terminationand, if applicable, to criminal or civil proceedings.

I understand that if I have a concern about a violation or apotential violation of the Tata Code of Conduct, I mustpromptly report the violation to the ethics counsellor, ethicshelpline and / or designated authority of my company.

Signature:

Date:

Name:

Department:

Address:

Please submit this declaration to your ethics counsellor.

The Tata Code of Conduct 2013 hasbeen printed on recycled paper