Code of Conduct for Board of Directors and Senior Management

Cambridge Technology Enterprises Limited (CTE) is committed to maintain sound standards of Business Conduct and Corporate Governance. The Board of Directors (“the Board”) and the Senior Management of CTE undertake to abide by the following Code of Conduct adopted by the Board and affirm compliance with this Code on an Annual basis.

The Code is named as “Code of Conduct for the Board of Directors and Senior Management of CTE”. This Code of Conduct was approved by the Board of Directors of the Company in their meeting held on 24th July 2006. CTE Board has adopted this Code of Conduct as a guide to the high ethical and legal standards expected of its members.

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Applicability

The Code of Conduct is applicable to all the members of the Board and Senior Management of the Company.
Senior Management shall mean members of the senior management of the Company who are one level below the Board of Directors.

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Scope

The Board of Directors and the senior management of the Company agree to abide by the following code of conduct:

Conflicts of interest
The Directors and senior management should be scrupulous in avoiding “conflicts of interests” with the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that any event, activity or situation involving conflict or potential conflict of interest must be disclosed to the Board for guidance and appropriate action.

Honest and Ethical Conduct
The Directors and senior management shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and use their office, in good faith and in the best interests of the Company as a whole.

Corporate Opportunities
The Directors and senior management owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information / property or taking improper advantage of their position.

Confidentiality
The Directors and senior management shall maintain secrecy of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality except when disclosure is authorized or legally mandated. The confidential information includes all non-public information (including private, proprietary and other) that might be of use of competitors or disclosure of which might be harmful to the Company or its associates. The use of confidential information for his / her own advantage or profit is also prohibited.

Proper use of Company’s Assets
The Directors and senior management should protect the Company’s assets and property. The Company’s assets should be used only for legitimate business purposes.

Compliance with Laws, Rules and Regulations
The Directors and senior management shall endeavor to ensure compliance with all applicable laws, rules and regulations applicable to the Company. Transactions, directly or indirectly involving securities of the Company should not be undertaken without complying with Code of Conduct for Prohibition of Insider Trading as and when the same is framed.

Compliance with Code of Conduct
Every Director and senior management personnel shall adhere to this Code of Conduct and affirm compliance with the code on an annual basis as per the requirements of Clause 49 of the Listing Agreement with Stock Exchanges.