Amar Remedies Ltd.-an Indian manufacturer of Ayurvedic,Herbal and Cosmetic dental care,personal care,skin care & health care products like tooth paste,toothpowder ,shampoo,creams,lotions,shaving gel,balm & pain relieving ointment.

Corporate Governance

CODE OF CONDUCT FOR THE BAORD OF DIRECTORS AND
SENIOR MANAGEMENT OF AMAR REMEDIES LTD.

TERM

This Code of Conduct (the "Code") shall be effective from 1st July, 2006

APPLICABILITY

This Code shall be applicable to each member of the Board of Directors (the "Company"), hereinafter referred to a s "a Director", as well as employees in the grade of President , Vice Presidents, General Managers and Company Secretary, being members of the "Senior Management" of the Company, or such other employee of the Company as may be designated as member of the Senior Management for the purpose of this Code by the Chairman & Managing Directors of the Company from time to time (hereinafter referred to as "Senior Management").

OBJECTIVE

a.	To enhance the standards of ethical conduct, which are based on core group values.
b.	To evolve as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility.
c.	To further achieve good corporate governance by complying with all laws, rules, and regulations applicable to the Company and fulfilling responsibilities towards stakeholders

THE CODE

The Director and the Senior Management will be bound to the extent it is applicable and relevant in their role and area of responsibility, by the following :

Regulatory Compliance

i	To comply with all applicable laws, rules, regulations and regulatory orders.
ii	To acquire appropriate up-to-date knowledge of requirements of compliance under various applicable statutes.

Honest and Ethical Conduct

To act in utmost good faith and in accordance with highest standards of personal and professional integrity,honesty and ethical conduct in respect of all transactions.

Conflict of Interest

To avoid scrupulously 'conflicts of interest' with the Company. A conflict of interest exists where the interest of a Director or member of the Senior Management conflicts with those of the Company.

ii.

A conflict situation can arise :

a.	When a Director or member of the Senior Management acts in a manner of has interests that may make it difficult to perform his or her work objectively or effectively
b.	The receipt of improper personal benefits by a Director or member of the Senior Management of his or her family (to his/her personal knowledge) as a result of one's position in the Company.
c.	Any outside business activity that detracts the ability of a Director or members of Senior Management, to devote appropriate time and attention to his or her responsibilities with the Company.
d.	Any significant ownership interest in consulting or employment relationship with any supplier, customer of competitor of the Company.
e.	The receipt of non-nominal gifts, excessive entertainment, personal benefits either by himself/herself or his/her family as a result of his/her position in the Company.

Corporate Opportunities

a.	Not to exploit for their own personal gain, opportunities that are discovered through the use of the Company's property (including intellectual property), information or position.
b.	Not to divert to his/her own advantage any business opportunity that the Company is pursuing.
c.	Not to compete directly with the business of the Company or with any business that the Company is considering.

Fair Dealing

To deal fairly with the stakeholders, including the shareholder, creditors, lenders, suppliers, customers, employees, etc. of the Company.

Protecting Company's Confidential Information

To maintain the confidentiality of sensitive information of the Company and its business orthat of any stakeholder to which the Company has a duty of Confidentiality to maintain, except when disclosure is authorised or legally mandated. The confidential information includes all information not in the public domain that might be of use to competitors of harmful to the Company or Companies in the Group.

ii.

Not to use confidential information for own advantage of profit.

Use and Protection of Company's Assets

i.	To protect Company's assets and properties, including intellectual property and ensure its efficient use.
ii.	To ensure the use of Company's property for legitimate business purposes.

Disclosure of Interest

To disclose the necessary information to the Company at regular intervals in respect of various declarations under the various Acts, rules and regulations, including the Companies Act, 1956, and the details of related parties from time to time.

Compliance of "Insider Trading Code"

To comply with the provisions of the Code of conduct for Prohibition of Insider Trading.

Contribution of Strategic Planning.

i.	To have clear understanding of business, its plants, management structure, the capabilities and capacity of the Company.
ii.	To have proper understanding and competence to deal with the current and emerging issues related to the business of the company.
iii.	To exercise independent judgment and if required, oppose, in case the vital interest of the Company is affected.
iv.	To promote ethical and responsible decision making.
v.	To contribute in the most effective manner to achieve the objective of the Company.

Meetings

i.	To endeavour to attend and actively participate in all the meetings of the Board of Directors and its Committees, where he is a member, as well as General Meetings of the members of the Company.
ii.	Not to participate in any meeting, in any discussion or vote on any matter related to a counter party in which he is interested as a Director.

To Act as Trustee

i.	To at all times exercise his/her powers for the purposes they were conferred, for the benefit and prosperity of the company.
ii.	To discharge his fiduciary duty as a Trustee in a fair impartial manner

CERTIFICATION

Each of the Directors and the Executives of the Company to whom this Code is made applicable, shall file with the Company Secretary of the Company, a certificate addressed to the Chairman and/or Managing Director of the Company, by the 10th of July every year, confirming his/her compliance with the provisions of this Code.

The Board of Director of the company is empowered to add or alter or amend any of the provisions of the Code, as they may deem fit and proper, from time to time.

MODEL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING OF
SECURITIES OF AMAR REMEDIES LIMITED

In order to comply with the mandatory requirement of the SEBI (Prohibition of Insider Trading) Regulations, 1992, it was necessary to formulate a Code of Conduct for Prevention of Inside Trading for AMAR REMEDIES LIMITED (hereinafter referred to as “ARL”).

This document embodies the Code of Conduct for prevention of Insider Trading in ARL securities (hereinafter referred to as “ARL Code”) to be adopted by ARL and followed by its Directors, Officers and Employees. The ARL code has been drafted on the principle that insider trading is detrimental to the interest of both, ARL and its shareholders. ARL also recognizes the fact that the investing public needs to be well informed and ought to be able to be fully aware of ARL the factors contributing to the price of ARL Securities as are the existing shareholders of ARL, while making investments so as to have a truly level playing field. The ARL Code sets out the guiding principles for ARL concerned persons associated with ARL and their dealings in securities and seeks to ensure timely and adequate disclosures of price sensitive information to the investing public by ARL to enable them to be informed about decisions with regard to ARL Securities.

EFFECTIVE DATE

This Code of Conduct for Prevention of Insider Trading in ARL’s securities (hereinafter referred to as ARL Code”) shall come into effect from the date it is approved by the Board

DEFINITIONS

For the purpose of ARL code all the words and phrases not specifically defined hereunder shall have the same meaning as assigned to under the Insider Trading Regulations;

(a)

"Act” means the Securities and Exchange Board of India Act, 1992, as may be amended from time to time.

(b)

“Code of Corporate Disclosures Practices” shall mean the Code of Corporate disclosure and Practices for Prevention of Insider Trading as specified in Schedule II of Insider Trading Regulations

(c)

“Compliance Officer” shall mean the Whole Time Director or such other person as may be designated by the Board of Directors of ARL to act as Compliance Officer for the purpose of Insider Trading Regulations and ARL Code.

(d)

"Dealing in Securities” shall mean an act of subscribing, buying, selling or agreeing to subscribe by, sell or deal, directly or indirectly, in any securities of ARL by any person either as principal or agent ;

(e)

"ESOP” shall mean the Employee Stock Option Plans devised by ARL from time to time.

(f)

“Family members” shall mean the following persons :

1. Spouse	12. Son son’s wife
2. Father	13. Son’s daughter
3. Mother (including step-mother)	14. Son’s daughter
4. Son (including step-son)	15. Son’s daughter’s husband
5. Son’s wife	16. Daughter’s son
6. Daughter (including step-Daughter)	17. Daughter’s son’s wife
7. Daughter’s Husband	18. Daughter’s daughter
8. Father’s father	19. Daughter’s daughter’s husband
9. Mother’s mother	20. Brother [including step-brother)
10. Mother’s father	21. Brother’s wife
11. Son’s son	22. Sister [including step-sister]
	23. Sister’s husband

(g)

“Insider” shall include the following persons ;

i.	All the Directors of ARL;
ii.	All Executives of ARL;
iii.	All Employees in the grade of Vice Presidents, General Managers, Company Secretary;
iv.	All the employees in Secretarial & Legal Department, Internal Audit Department, Personnel Department and Accounts Department;
v.	Such other persons may be designated by Compliance Officer.

(h)

“Insider Trading Regulations” means the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

(i)

“Need to know basis of disclosure of unpublished Price Sensitive Informatio/confidential

(j)

“Price sensitive information" shall mean any information which relates directly or indirectly to ARL and which if published is likely to materially affect the prices of securities of ARL and without limitation shall include the following :

i.	periodical inancial results;
ii.	intended declaration of dividends (both interim and final)
iii.	issue of securities or buy-back of securities;
iv.	any major expansion plans or execution of new projects;
v.	amalgamation, mergers or takeovers;
vi.	disposal of the whole or substantial part of the undertaking;
vii.	any significant changes in policies, plans or operation of ARL;
viii.	Such other information as may be specified by the Compliance Officer as price sensitive information;

(k)

“Securities” shall include shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of like nature issued /which may be issued by ARL and listed on a recognized stock exchange.

(l)

“Shareholders/Investors Grievances Committee” shall mean the committee appointed in this behalf by the Board of Directors of ARL.

(m)

“Stock Exchange” shall mean Bombay Stock Exchange, Mumbai and The National Stock Exchange of India Limited and any other stock exchange as may be notified by the Compliance Officer from time to time.

(n)

“Trading window” shall mean the period during which dealing in ARL’s securities is permitted as provided in Clause 5.1.

For the purpose of the ARL Code, all words and phrases not specifically defined hereunder shall have the same meaning as assigned to them under the Insider Trading Regulations.

COMPLIANCE OFFICER

3.1	Whole Time Director of ARL will act as the Compliance Officer for the purpose of ARL Code.
	The Compliance Officer shall implement the ARL Code under the general supervision of the Board of Directors of ARL.
3.2	The Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the ARL code for the preservation of price sensitive information, pre-clearing of insiders’ (and their
	family members trades) (through respective department heads), monitoring of trades and the implementation of this code of conduct under the overall supervision of the Board of Directors;
	In the event that the Insider liable for action under the ARL Code is a member of the Shareholders/Investor Grievances Committee of ARL then the Compliance Officer shall refer the matter
	to the Board of Directors of ARL for its consideration at the next immediate meeting of the matter to the Board of Directors of ARL for its consideration at the next immediate meeting of the Board.
3.3	The Compliance Officer shall maintain a record of the insiders as specified in Exhibit- A and any changes made in the list of such insiders updated based on the communication received from the Personnel Dept. on a monthly basis;
3.4	The Compliance Officer shall assist all insiders in addressing any clarifications regarding the Insider Trading Regulations and ARL Code as also the Code of Corporation Disclosure Practices for prevention of Insider trading.
3.5	The Compliance Officer shall place before every Board Meeting a report as specified in Exhibit- B on the compliance of the Insider Trading Regulations and ARL Code;

PRESERVATION OF “PRICE SENSITIVE INFORMATION”

4.1	All the insiders shall maintain the confidentiality of all price sensitive information. The insiders
	shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities, which are listed on Stock Exchange
4.2	All the insiders shall handle any unpublished price sensitive information strictly on a “need to
	know” basis. All such information directly received by any insider from any source outside of ARL should immediately be reported to the concerned head of the department/Chairman/Vice Chairman and Managing Director/Managing Director & President, as the case may be.
4.3	All the files/papers containing confidential information (whether or not the price sensitive information) shall be kept secured. If such files are computer files, then the same must have adequate security of login pass word etc.

PREVENTION OF MISUSE OF PRICE SENSITIVE INFORMATION

5.1

All the insiders shall conduct all their dealing in ARL securities only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the securities during the periods when trading window is closed;

5.2

When the trading window is closed, insiders shall be prohibited from dealing in securities in securities in such period;

i.	the trading window will be closed seven days prior to the date of the meetings of the Board of Directors of ARL or during such periods as may be notified by the Compliance Officer;
ii.	the trading window will be opened 24 hours “after the Board meeting is over”; window will be closed at least 2 days prior to the beginning of such closure.
	window will be closed at least 2 days prior to the beginning of such closure.

5.3

In case of ESOPs (as and when issued in future) exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading window is closed.

5.4

All the insiders who intend to deal in ARL’s securities

the market value of which is not less than Rs. 2,00,000/- (Rupees Two Lacs only) or

ii.

500 equity shares whichever is less should pre-clear the transactions as per the pre-dealing procedure as described hereunder:

a)	An application be made by the insider in the form specified in Exhibit -C to the Compliance Officer, indicating the estimated number of securities that the insider intends to deal in, the
	details as to the depository with which the insider has a security account, the details as to the securities in such depository mode, the price at which the securities are traded etc.
b)	Along with the application, the insider shall submit an undertaking in the form specified in Exhibit-D,
c)	Within two working days of the receipt of the application together with the necessary undertaking, the
	Compliance Officer shall either clear the requested deal or refuse to clear the deal by giving the reasons thereof in writing. If the insider does not receive any response from the Compliance Officer within the said period, then the requested transaction shall be deemed as cleared by the Compliance Officer;

5.5

All the insiders shall execute their order in respect of Securities of ARL within one week after the clearance by Compliance Officer/deemed clearance of the transaction. If the order is not executed within the said period of one week, the insider must pre clear the transaction again by following the procedure mentioned in cause 5.4.

5.6

All the insiders shall hold their investments in ARL securities for a minimum period of (six months) from the date of purchase/acquisition in order to be considered as being held for investment purposes.

5.7

In case of the sale of ARL securities by the insider is necessitated by personal emergency, the holding period may be waived by the Compliance Officer after recording in writing his/her reasons in this regard.

REPORTINGREQUIREMENTS FOR TRANSACTION IN SHARES/SECURITIES.

6.1

All the insiders shall be required to forward following details in respect of securities held by the insider (including the securities held by the family members) in the forms specified hereunder to the Compliance Officer.

a) Initial disclosure :	all holdings in ARL securities as on the effective date of this code/as on the date of joining ARL . Such statement shall be in the form specified in Exhibit- E and shall be delivered to the Compliance Officer within 15 days from the effective date of this code/date of joining ARL
b) Monthly disclosure :	a statement of transaction in ARL securities from the date of acquisition until the holding reduces to zero in the form specified in Exhibit- F shall be delivered to the Compliance Officer on or before 7th day of the month succeeding the month for which the statement pertains; and
c) Annual disclosure :	a statement of all holding in securities in the form specified in Exhibit- G shall be delivered to the Compliance Officer on or before 7th April, each year.

6.2

The Compliance Officer shall maintain records of all the above declaration for a minimum period of three years

6.3

The Compliance Officer shall place before the Shareholders/Investors Grievance Committee of ARL, on a monthly basis, all the details of the dealing in the securities by the insiders and the accompanying documents that such insiders had executed under the pre-dealing procedure as envisaged in ARL Code.

PENALTY FOR CONTRAVENTION OF ARL CODE

7.1

Any insider who trades in securities or communicates any information for trading in securities in contravention of ARL Code shall be liable to pay the penalty as may be decided by the Shareholders/Investors Grievances Committee of ARL based on the recommendation of the Compliance Officer. Compliance Officer shall make his/her recommendation after taking into consideration the nature of information in possession of the insider and the movement of ARL securities’ prices in the market.

7.2

Any penalty levied pursuant to clause 7.1 shall be recovered as follows;

a)	from the salary of the insider, where such insider is an employee of the company.
b)	From the fees, where such insider is a Director/Consultant on contract basis;
c)	In any other case, such penalty shall be payable immediately on demand by the Compliance Officer;

7.3

The penalties recovered pursuant to clause 7.2 above shall be kept in a separate bank account. The amounts credited to such bank account shall be dealt with as may be directed by SEBI/Stock Exchange.

7.4

The insiders who violate the ARL Code (other than as specified in clause 7.1 above) shall be subject to disciplinary action by ARL which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc. Such action shall be taken only on the recommendation of the Shareholders/Investors Grievances Committee.

7.5

Any action taken by ARL pursuant to above shall not preclude SEBI from taking any action in case of violation of Insider Trading Regulations.

INFORMATION TO SEBI IN CASE OF VIOLATION OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992

In case it is observed by Compliance Officer that there has been a violation of Insider Trading Regulations, then the Compliance Officer shall inform SEBI about such violation within a period of 7 (seven) days from the date of knowledge of such violation.

EXHIBIT – A

FORMAT OF RECORD OF INSIDERS TO BE KEPT BY COMPLIANCE OFFICER

S.N	Name of Insider and Designation	Department	Location
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

EXHIBIT –B

FORMAT OF COMPLIANCE OFFICER’S REPORT TO BOARD OF DIRECTORS

A.	Details of Pre-clearing of Of Securities for the Period from ….. to ……
B.	Details of disclosures Under Regulation 13
C.	Details of violation of Insider Trading Regulations, if any.
D.	Details of intimations to Stock Exchanges under Insider Trading Regulations Any other matter which the Board needs to be apprised Off under Insider Trading Regulations.
E.	Any other matter which the Board needs to be apprised Off under Insider Trading Regulations.

EXHIBIT –C

FORMAT OF APPLICATION BY INSIDER FOR PRE-CLEARANCE OF DEALING IN ARL SECURITIES.

To,
The Compliance Officer,
Amar Remedies Ltd.
207, Roopraj Building,
497, S.V.P. Road,
Opera House,
Mumbai – 400 004.

Dear Sir,

Pursuant to Clause 5.4(a) of the Code of Conduct for Prevention of Insider Trading in ARL Securities, I ___________________ (Name of Insider) hereby seek approval for selling/buying * the shares of the Company the details of which are given below :

Sr. No	Particulars	Details
1	Name of the insider, Designation & Location
2	Number of Shares intended to be purchased/sold and the price
3	Name of shares intended to be purchase/sold and the price
4	Account Number
5	Any other details

I declare that the order for buying/selling * shall be executed within one week after the approval is granted to me.

I further declare that if the order for buying/selling * has not been executed within one week after the approval is granted to me, a revised approval will be taken in that behalf.

Thanking you.
…………………………..

                                                                   ………………………….
                                                                   Comments of concerned
                                                                   Department Head
(Signature and Name of the insider)

EXHIBIT – D

FORMAT OF UNDERTAKING TO BE FURNISHED BY INSIDER ALONG WITH APPLICATION FOR PRE-CLEARANCE OF DEALING IN ARL SECURITIES

UNDERTAKING

To,
Amar Remedies Ltd.
207, Roopraj Building,
497, S.V.P. Road,
Opera House,
Mumbai – 400 004.

Re :	Undertaking under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Code of Internal Procedures and Conduct for Prevention of Insider Trading in ARL’s Securities

In compliance of the Securities and Exchange Board of India (*Prohibition of Insider Trading) Regulations, 1992 and the Code of Conduct for Prevention of Insider Trading in ARL’s Securities. I, _________________________ (Name of the insider) hereby undertake/declare that:

that I do not have any access or have not received “Price Sensitive Information” upto the time of signing the undertaking.

that in case I have access to or receive “Price Sensitive Information” after the signing of the & undertaking but before the execution of the transaction I shall inform the Compliance officer of the change in the position and that I would completely refrain from dealing in the securities of the company till the time such information becomes public.

That I have not contravened the Code of Conduct for Prevention of insider Trading in ARL securities as notified by the company from time to time.

That I have made a full and true disclosure in the matter.

Signed this _____ day of ____________

(Name of the insider & signature)

EXHIBIT – E

FORMAT OF INTITIAL DISCLOSURE BY INSIDERS

To,
The Compliance Officer,
Amar Remedies Ltd.
207, Roopraj Building,
497, S.V.P. Road,
Opera House,
Mumbai – 400 004.

I, ______________________ (Name of the insider) hereby declare that I do not hold any securities of ARL /do hold the securities of ARL * as on the effective date of this code/as on the date of joining ARL * the details of which are given below :

Sr.No.	Particulars	Details
1	Number of equity shares
2	If shares in physical form:
A	Folio Number
B	Joint Holder, if any
3	If shares in demat form:
a	Name of Depository (NSDL/CDSL)
b	Name of Depository Participant (DP)
c	Account Number
d	Joint Holders, if any
4	Other details, if any

of the insider & signature)

EXHIBIT – F

FORMAT OF MONTHLY DISCLOSURE BY INSIDERS

To,
The Compliance Officer,
Amar Remedies Ltd.
207, Roopraj Building,
497, S.V.P. Road,
Opera House,
Mumbai – 400 004.

I, _________________________ (Name of the insider) hereby declare that following are the details of transaction in ARL Securities during the Month __________

Particulars	Opening Balance	Add Purchase(s) during the month and price	Less Sales(s) during the month and the price	Closing Balance
Name of the insider
Spouse
Father
Mother (including step-mother)
Son (including step-son)
Son’s wife
Daughter

(Name of the insider & signature)