Code of Business Conduct and Ethics

Code of Business Conduct and Ethics


This Code of Business Conduct and Ethics ensures not only compliance with legal requirements, but also defines the values, principles and standards of business conduct for all employees of the group. All Company employees of the groupwhether temporary, contractual,or permanent are expected to adopt this Code of Business Conduct and Ethics (“the Code”), practicethese standards in all activities and comply with all policies and procedures. It is also expected thatall agents and sub-contractors shall be aware of, understand and adhere to this Code.

This Code is in addition to and encompasses the Company’s Code of Conduct for Prohibition of

Malpractices, Whistle Blower Policy and other HR policies and procedures of AIL.

AIL is committed to continuously reviewing and updating its policies and procedures.

Therefore, this Code of Business Conduct and Ethics is subject to modification. This Code supersedes all other such existing codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.

This Code is applicable to the members of the Board, all employees, including senior management personnel. The term “senior management personnel” shall mean employees of the Company who are members of its core management team, including Chief Executive Officer, Chief Financial Officer, and other functional heads.

All employees are expected to read, understand and comply with the contents of this Code in their day-to-day activities. They are also required to acknowledge having received, read and understood the Code and agree to comply with its contents.

Please sign the acknowledgment form at the end of this Code and return the form to the Human

Resources Department indicating that you have received, read, understood and agreed to comply with the Code. The signed acknowledgment form will be stored in your personnel file.


Ethical business conduct is critical to AIL business:

 It is the responsibility of every employeeand officer to adopt and adhere to these practices. These practices reflect legal or regulatoryrequirements. Violations of the laws and regulations can create significant liability for you, theCompany, its directors, officers, and other employees. You should be aware of possible violations and report possible violations pursuant to AIL Whistle Blower Policy. For more details please refer AIL Whistle Blower Policy.

Retaliation, threats or retribution against any person who has in good faith reported a violation or against any person, who is assisting in any investigation or process with respect to such a violation, or a suspected violation of this Code, any law or other Company policies, is prohibited.

Violations of this Code or other Company policies or procedures of the Company, including other HR policies, can lead to disciplinary action, including termination of employment.

In all cases, if you need any clarification in interpreting the requirements of these practices or laws, please seek assistance by contacting the Legal Department.RESPONSIBILITIES OF EMPLOYEES


A.Standards of Conduct

All employees, consultants, agents and contractors (collectively referred to as ‘employees’) must exercise their good judgment to ensure the safety and welfare of employees and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on AIL premises, at off-site locations, at Company sponsored business and social events, or at any other place where you are a representative of the Company. Anyone who is engaged in misconduct or any infraction of this Code may be subject to disciplinary action. Such misconduct may include but is not limited to:

1. Falsifying Company or customer forms, reports, records or other documents, including

employment applications, expense reports and time cards.

2. Failing to disclose any term of a Company sale, purchase or other business transaction when

presenting the transaction to Finance or Operations

3. Fraudulent signature

4. Fudging of any bills, certificate, document etc.

5. Violation of any published policy of the Company, whether published in the Employee

Handbook, on the internal website or via email.

6. Misappropriation of trade secrets of the Company or others, or improper handling of

confidential information.

7. Use of Company resources (including employee time and effort) for personal use.

8. Indecent or unacceptable behavior, coercion, discrimination against or harassment of other

Company employee(s), clients, or any third party.

9. Failure to comply with Company’s health, safety or other rules.

10. Breach of Company security.

11. Dishonesty/ Fraud/Theft/Embezzlement/etc.

12. Indulging in racial slurs, derogatory or belittling statements against one’s nationality, sexual

Orientation, religion, origin, caste, beliefs etc

13. Possession or sale or distribution of illegal drugs/substances or Alcohol, coming to work


14. Defamation of Company or its customers or its employees through spreading of rumors either orally or using electronic, print or any other media.

15. Insubordination to reporting managers or management, riotous behavior, creating or

Encouraging an offensive work environment, committing civil criminal or offences (as prescribed

Under Indian law and/or the law of the land in which the employee is serving) or being an

A bettor to an offense.

B. Compliance with Laws

AIL is committed to comply with the spirit and the letter of governing laws. All Company

Employees, agents and contractors (collectively referred as ‘employees’) must comply with all

Applicable laws, regulations, rules and regulatory orders. Company employees located globally must comply with laws, regulations, rules and regulatory orders of the countries in which the Company operates. Company expects every employee to acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Legal Department on specific Company policies and procedures.Violations of laws, regulations, rules and orders may subject the employee, agent or contractor to individual criminal or civil liability, as well as disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

C. Work culture ethics

Unauthorized Absence:

Any Unauthorized absence from work for more than 5 working days (7 calendar days) without prior approval from the reporting manager is considered as DELIBERATE ABANDONMENT of services by the employee. In such situation the company will send a notice to the employee regarding the unauthorized absence. The employee is required to report for work with valid justification within 48 hours upon receiving the notice, failing which the employee’s service with AIL will be terminated without any further notice and the organization will not be liable to pay any compensation, relieving letter/ experience letter what so ever to the absconding employee. In such a situation, the employee will not be entitled to claim any compensation from the Company, including, but not limited to either in the form of a relieving letter or certificate of service with the company and/or experience letter or in the any form of financial dues.

Smoking: In keeping with AIL’s intent to provide a safe and healthy work environment,

Smoking is prohibited at the workplace or inside the campus. This rule applies to everyone working at AIL or visiting AIL Stores (customers, clients, suppliers etc).

D. Conflicts of Interest

Adishwaran (AIL  employee) must never use his/her association with AIL  for personal

gain, and must avoid activities or associations that conflict with, appear to conflict with, or are likely to, over a period, to conflict with his/her exercise of independent judgment of AIL’s best interests.

What constitutes conflict of interest? It is impossible to identify in this Code all conflicting

Relationships but employees should carefully consider whether the situations make it difficult for

Employee to objectively and effectively perform his/her job. A conflict of interest exists where theinterests or benefits of one person or entity conflict with the interests or benefits of the Company.

Examples include:

(I)Outside Employment:

You are prohibited from accepting employment from third party orengaging in any activity that interferes with your performance or responsibilities to theCompany or is otherwise in conflict with or prejudicial to the Company. Our policies prohibitany employee from accepting simultaneous employment, whether part-time or otherwise,with Company’s supplier, customer, developer or competitor, or from taking part in anyactivity that enhances or supports a competitor's position. Additionally, you must disclose tothe Company any interest that you have that may conflict with the business of the Company.Outside Directorships: It is a conflict of interest to serve as a director of any Company thatcompetes with AIL, or is a supplier, customer, developer, or other business partner orservice provider.

(ii) Business Interests:

Many factors should be considered, if you are investing in AIL’s customer, supplier, developer or competitor Company in determining whether a conflictexists, including the size and nature of the investment; your ability to influence AIL’sdecisions; your access to confidential information of AIL or of the other Company; andthe nature of the relationship between AIL and the other Company. You need toobtain prior approval from AIL Managing Director, before investing in suchcompanies. However there is no restriction on purchase of shares of a listed Company.

(iii) Related Parties:

As a general rule, you should avoid conducting AIL business with arelative or significant other, or with a business which a relative or significant other isassociated in any significant role.In case such a related party transaction is inevitable then in the interest of the Company, youmust fully disclose the nature of the related party transaction to the Legal department. Ifdetermined to be material to the Company by the Chief Financial Officer, the Company'sAudit Committee and the Board of Directors must review and approve in writing in advancesuch related party transactions. The most significant related party transactions, particularlythose involving the Company's directors or executive officers, must be reviewed andapproved in writing in advance by the Company's Board of Directors. The CompanySecretary will report all such material related party transactions under applicable accountingrules, Indian Company Law, rules and regulations. . Any dealings with a related party must be conducted in such a way that nopreferential treatment is given to his business.

(iv) Other Situations:

If a proposed transaction or situation raises any questions or doubts inyour mind you should consult the Legal Department.

E. Use of Corporate Opportunities

Employees, officers and directors may not exploit for their own personal gain opportunities that arediscovered through the use of corporate property, information or position.

Any unauthorized removal or damage of property of Company or its Customers or itsEmployees orMisuse of property, infrastructure and facilities at the work place or at the customer’s premises shall be considered to be a violation of this code.

F. Confidentiality

All employees must maintain the confidentiality of information entrusted to them by the Company,its customers, partners, distributors and suppliers, except when disclosures are specificallyauthorized in writing by the Legal Department or required by law. Confidential information includesall non-public information of any party dealing with AIL that might be of use to competitors of AIL  or harmful to AIL or its customers, partners, distributors or suppliers, if disclosed.The Company’s own confidential information includes all trade related information, trade secrets,confidential and privileged information, customer information, employee related information,strategies, administration, research in connection with and commercial, legal, scientific, technicaldata that are either provided to or made available to the employee by the Company to facilitate hiswork or that the employee is able to know or has obtained access by virtue of his employment orposition with the Company. All confidential information must be used for Company businesspurposes only. Every employee, agent and contractor must safeguard it. This responsibility includesnot disclosing the Company’s confidential information such as information regarding the Company'sproducts or business over the internet.

The employees shall abide by the Non-disclosure agreement that they have entered with the

Company and adhere to the Policy on Protection of Confidential Information and Intellectual

Property of the Company. Employee shall ensure the following:

Proprietary Information and Non-disclosure Agreement:

When employee joins theCompany as well as when stock options are were granted from time to time, employee signsan agreement to protect and hold confidential the Company's proprietary information. Thisagreement remains in effect during the tenure and after the tenure in the Company. Underthis agreement, you may not disclose the Company's confidential information to anyone oruse it to benefit anyone other than the Company without the prior written consent of LegalDepartment.

ii. Disclosure of Company Confidential Information:

Disclosure of any confidential data shouldbe done on a need to know basis and never disclosed without carefully considering itspotential benefits and risks. You have to abide by AIL’s Policy on Confidentiality and Protection. You must not sign a third party's nondisclosure agreement or accept changes tothe Company's standard nondisclosure agreements without review and approval by theCompany's Legal Department. In addition, all Company materials that contain Company’sconfidential information, including presentations, require approval by the Company's LegalDepartment prior to publication or use. Furthermore, any employee publication or publiclymade statement that might be perceived or construed as attributable to the Company,made outside the scope of his or her employment with the Company, must be reviewed andapproved in writing in advance by the Company's Legal Department and must include theCompany's standard disclaimer that the publication or statement represents the views ofthe specific author and not of the Company. Any social blogging or publishing in any mediaany information on the Company or the management of the Company which is derogative innature by any employee is punishable with penalty and is liable to prosecution under civil

and criminal procedure code.

iii. Disclosure to Regulatory Authorities:

The Company and its employees, agents andcontractors must cooperate with appropriate government inquiries and investigations. Inthis context, however, it is important to protect the legal rights of the Company with respectto its confidential information. All government requests for information, documents orinvestigative interviews must be referred to the Company's Legal Department. No financialinformation may be disclosed without the prior approval of the Company’s Managing Director

iv. Media / Communication policy:

Specific policies have been established regarding who maycommunicate information to the press and the financial analyst community. All inquiries orcalls from the press and financial analysts should be referred to the Company’s ChiefFinancial Officer or Investor Relations Department. The Company has designated itsChairman and Managing Director, Vice Chairman, President, Chief Financial Officer andInvestor Relations Department as official Company spokespeople for financial matters. TheCompany has designated its Corporate Communication Department as official Companyspokespeople for marketing, technical and other such information. These designees are theonly people who may communicate with the press on behalf of the Company.

2. While blogging or indulging in social networking activities, Adishwarians must rememberthat the audience viewing such posts can include current clients, potential clients as wellas current/past/future employees of AIL.

3. Respect Copyrights and fair use,Refrain from comments that can damage theCompany’s, its customer’s or its employee’s reputation.

4. Misrepresentation, misinterpretation or tampering AIL’s views or statements onpersonal blogs, websites or social networking sites will attract legal action.Employees/contractors/trainees associated with AIL should refrain from makingstatements concerning AIL unless authorized to do so.

5. In any blog or tweet, no employee shall refer to the Company (AIL) by name, orotherwise; neither shall any other party dealing/associated with AIL (whether pastor present, or whether shareholder, directors, management executives, otheremployees, clients, auditors, consultants, etc.) be referred to by name.

vi. General Provisions:

Unless specifically instructed, employees are not authorized to speak onbehalf of AIL or any of its business matters. Employees shall not publicly discussclients, products, employees or any work-related matters, whether confidential or not,outside Company-authorized communications. Employees are expected to protect theprivacy of AIL and its employees and clients and are prohibited from disclosingpersonal employee and non-employee information and any other proprietary and nonpublicinformation to which employees may have access. Such information includes but isnot limited to customer information, trade secrets, financial information and strategicbusiness plans.

vii. Employer Monitoring:

Employees are cautioned that they should have no expectation ofprivacy while using the Internet, Company equipment or facilities. Your postings can bereviewed by anyone, including AIL. AIL reserves the right to monitor the usageof any website by any employee, including comments or discussions about the Company, itsemployees, clients and the industry, including products and competitors, posted on theInternet.

viii. Reporting Violations:

AIL requests and strongly urges employees to report anyviolations or possible or perceived violations to supervisors or the HR department. Violationsinclude discussions of AIL and its employees and clients, any discussion of proprietaryinformation and any unpermitted activity related to blogging or social networking.

ix. Guidelines to Emails/Internet Usage:

Professional and Business writing standards must beadhered to in emails. Viewing sites that are racists, pornographic or offensive in nature, useof bad language, sending or forwarding emails that are offensive in nature is consideredviolation of this code.

Emails pertaining to your separation/resignation should be sent only to the concerned

Stakeholder (your reporting manager) at AIL. Communications pertaining to

Compensation/status of employment etc should be shared only with your reporting

Manager or delivery head or the HR representative. The employee should also follow the

Confidential & IP Protection Policy.

x. Disclosure to Clients:

AIL cannot share Customer data or information/confidentialinformation/AIL’s plans or processes with AIL’s customers. Discussingsalary/increment/promotion details with the client via email or other means ofcommunication is not allowed.

xi. Employee/Client Interaction upon Separation:

Employees who separate (resignation ortermination) from AIL may not notify their client(s) directly or indirectly regardingseparation from the Company. If you intend to resign from the Company, notify yourimmediate supervisor and Human Resources department by providing a resignation letter.

Your supervisor will notify the client(s) and handle the transition directly with the client at

the appropriate time.

AIL reserves the right to discipline employees up to and including termination oracceleration of the notice period for resignation for not following this procedure. Where anemployee is subject to a restrictive covenant, AIL reserves the right to take legalaction where necessary against employees who engage in this prohibited conduct andAIL may seek compensatory and liquated damages from the employee.

G. Use of Company's Assets


You must endeavor to protect the Company’s assets and property and ensure theirefficient use. Theft, carelessness and waste have a direct impact on the Company’sprofitability. You must report any suspected incident of fraud or theft immediately forinvestigation. Executive officers or members of the Board must report such suspected fraudor theft to the Board or a Committee of the Board. All assets and property of the Companymust be used for legitimate business purposes only, in accordance with Company policies.

(ii) Physical Access Control:

The Company has and will continue to develop procedures coveringphysical access control to ensure privacy of communications, maintenance of the security ofthe Company, communication equipment, and safeguard Company assets from theft, misuseand destruction. You arepersonally responsible for complying with the level of accesscontrol that has been implemented in the facility where you work on a permanent ortemporary basis. You must not defeat or cause to be defeated the purpose for which theaccess control was implemented.

(iii) Company Funds:

Company funds, which include anything that has or represents financial Value, must be handled responsibly, honestly and in accordance with applicable Company Policies. Every Company employee is personally responsible for all Company funds over Which he or she exercises control. Company agents and contractors should not be allowed to Exercise control over Company funds. Company funds must be used only for Companybusiness purposes. Every Company employee, agent and contractor must take reasonablesteps to ensure that the Company receives good value for Company funds spent, and mustmaintain accurate and timely records of all the expenditures. Expense reports must beaccurate and submitted in a timely manner. Company employees, agents and contractorsmust not use Company funds for any personal purpose.

(iv) Computers and Other Equipment:

You must take care of the systems and Company equipment’s and use it responsibly only for Company business purposes. If you use Companyequipment at your home or off site, take precautions to protect it from theft or damage, justas if it were your own. If the Company no longer employs you, you must immediately returnall Company equipment. While computers and other electronic devices are made accessibleto employees to assist them to perform their jobs and to promote Company's interests, allsuch computers and electronic devices, must remain fully accessible to the Company and, tothe maximum extent permitted by law, will remain the sole and exclusive property of theCompany. To the extent permitted by applicable law, the Company retains the right to gainaccess to any information received by, transmitted by, or stored in any such electroniccommunications device, by and through its employees, agents, contractors, orrepresentatives, at any time, either with or without an employee's or third party's

Knowledge, consent or approval.

(v) Software:

All software used by employees to conduct Company business must beappropriately licensed. Never make or use illegal or unauthorized copies of any software,whether in the office, at home, or on the road, since doing so may constitute copyrightinfringement and may expose you and the Company to potential civil and criminal liability. Inaddition, use of illegal or unauthorized copies of software may subject the employee todisciplinary action, up to and including termination. The Company's IT Department willinspect Company computers periodically to verify that only approved and licensed softwarehas been installed. Any non-licensed/supported software will be removed.

(vi) Electronic Usage:

The Company ensures that employees utilize electronic communicationdevices in a legal, ethical, and appropriate manner. This policy addresses the Company'sresponsibilities and concerns regarding the fair and proper use of all electroniccommunications and devices within the organization, including computers, e-mails,connections to the Internet, intranet and extranet and any other public or private networks,voice mail, video conferencing, facsimiles, and telephones. Posting or discussing informationconcerning the Company's products or business on the Internet without the prior writtenconsent of the Company's Legal Head is prohibited. Any other form of electronic communication used by employees currently or in the future is also intended to beencompassed under this policy. It is not possible to identify every standard and ruleapplicable to the use of electronic communications devices. Employees are therefore

Encouraged to use sound judgment whenever using any feature of our communications

Systems. You are expected to review, understand and follow such policies and procedures in

This regard.

I. Maintaining and Managing Records

AIL is committed to maintaining and providing truthful information that fully satisfies

Applicable legal disclosure requirements. The purpose of this policy is to set forth and convey theCompany's business and legal requirements in managing records, including all recorded informationregardless of medium or characteristics. Records include paper documents, CDs, computer harddisks, email, floppy disks, microfiche, microfilm or anyother media. The Company is required bycentral, local, state, federal, foreign and other applicable laws, rules and regulations to retain certainrecords and to follow specific guidelines in managing its records. You must create accurate recordsthat reflect the true nature of the transactions and activities that they record. You must resolvediscrepancies in any records and make appropriate corrections. If you suspect or learn that recordsare misleading or contain errors, you must promptly report such issues. AIL  does not toleratefalsification or improper alteration of records. Civil and criminal penalties for failure to comply withsuch guidelines can be severe for employees and the Company, and failure to comply with suchguidelines may subject the employee to disciplinary action, up to and including termination ofemployment or business relationship at the Company's sole discretion.

J. Records on Legal Hold

Company records must be retained according to applicable laws and Company policy. You may neverdestroy, alter, mutilate or conceal any record if you have been directed to retain it or if you know orcontemplate or reasonably believe there is a possibility of any litigation, or any internal or externalinvestigation concerning that record. If any person directs you to violate this policy, you mustimmediately contact the Legal Department and use all reasonable measures to protect the record.Every Company employee must comply with this policy. Records or supporting documents that havebeen placed under a legal hold must not be destroyed, altered or modified under any circumstances.

A legal hold remains effective until it is officially released in writing by the Company's Legal

Department. If you are unsure whether a document has been placed under a legal hold, you shouldpreserve and protect that document while you check with the Company's Legal Department. Failureto comply with this policy may subject the employee, agent or contractor to disciplinary action, up toand including termination of employment or business relationship at the Company's sole discretion.

K. Payment Practices

Accounting Practices:

AIL is committed to transparency in financial reporting toenhance investors understanding of the Company’s business and to facilitate informedinvestment decisions. All disclosures made in financial reports and public documents filedwith the other public communications must be full, fair, accurate, timely andunderstandable. The Company's responsibilities to its stockholders and the investing publicrequire that all transactions be fully and accurately recorded in the Company's books andrecords in Compliance with all applicable laws. False or misleading entries, unrecorded fundsor assets, or payments without appropriate supporting documentation and approval are

Strictly prohibited and violate Company policy and the law. Additionally, all documentation

Supporting a transaction should fully and accurately describe the nature of the transaction

And be processed in a timely fashion.

(ii) AIL expects you to:

Ensure that accurate financial and business records aremaintained at all times; Cooperate with our internal and external auditors; Refuse all cashtransactions, if there is no other possibility, cash transactions must be expressly authorizedby MD, properly recorded and documented and; Make sure we do not sell, transfer ordispose of any AIL’s assets without proper authorization and documentation.

(iii) Political Contributions:

No funds or assets of the Company may be used for contributions toany political party or candidate, whether in India, federal, state or local, in the United Statesor any other country. A political contribution includes both direct and in-kind contributions.The Company is prohibited from compensating or reimbursing any Adishwarians or individualassociated with the Company, directly or indirectly, in any form, for political contributionsthat the person intends to make or has made.

(iv) Prohibition of Inducements:

Under no circumstances may employees, agents or contractorsoffer to pay, make payment, promise to pay, or issue authorization to pay any money, gift,or anything of value to customers, vendors, consultants, etc. that is perceived as intended,directly or indirectly, to improperly influence any business decision, any act or failure to act,any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts,infrequent business meals, celebratory events and entertainment, provided that they arenot excessive or create an appearance of impropriety, do not violate this policy. Questionsregarding whether a particular payment or gift violates this policy should be directed toHuman Resources or the Legal Department.

L. Prevention of Corruption

The Company requires full compliance with the Prevention of Corruption Act, 1964, or any Statute or Regulation in any country of the world which has the objective of prevention of corruption of anynature whatsoever by all of its employees, agents and contractors. The employees, agents and subcontractorsshall not either directly or indirectly make or attempt to make any payment, offer forpayment, or offer or promise to make any payment or take or attempt to take or agree to take incurrency, property or anything else of value including any commission, payments, share in profits orcommission, loans, services to any Government official, third person, customer or potentialcustomer or previous customer, firm, entity, individual, organization of Company in seeking or formaking a favor in the course of conduct of business of, either in violation of the Prevention ofCorruption Act, 1964 or any Statute or Regulation in any country of the world which has theobjective of prevention of corruption of any nature whatsoever.


A. Customer/Supplier Relationships

AIL believes that honest dealing with customers and suppliers is essential to sound, lasting

Relationships. The employee shall treat customers and suppliers as partners and give all potentialsuppliers fair and uniform consideration. Decisions are based on objective criteria such as price andquality as well as a vendor’s reliability and integrity. If your job requires you to be in contact with anyCompany customers or potential customers, it is critical for you to remember that you represent theCompany to the people with whom you are dealing. Act in a manner that creates value for ourcustomers and helps to build a relationship based upon trust. The Company and its employees haveprovided products and services for many years and have built up significant goodwill over that time.

This goodwill is one of our most important assets, and the Company employees, agents and

contractors must act to preserve and enhance our reputation.

B. Payments/ Receiving Gifts and Entertainment

Although the exchange of gifts and entertainment can promote successful working relationships andgood will, you must follow all applicable laws and specific Company rules and procedures for suchexchanges. Under no circumstances may employees, agents or contractors accept any offer,payment, promise to pay, or authorization to pay any money, gift, or anything of value fromcustomers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to

Influence any business decision, any act or failure to act, any commitment of fraud, or opportunityfor the commission of any fraud.A “gift” is anything of value, including promotional trinkets, food, beverages and tickets to cultural orsporting events that you or someone in your family or household either give or receive.Entertainment includes meals and cultural and sporting events that you attend with a customer orbusiness provider. AIL strictly discourages its employees to accept any gift. Failure to followthese provisions could harm the Company’s reputation or result in fines or criminal penalties.

C. Publications of Others Obligations on non-plagiarism

The Company subscribes to many publications that help employees do their jobs better. These

include newsletters, reference works, online reference services, magazines, books, and other digitaland printed works. Copyright law generally protects these works, and their unauthorized copyingand distribution constitute copyright infringement. You must first obtain the consent of thepublisher of a publication before copying publications or significant parts of them. When in doubtabout whether you may copy a publication, consult the Legal Department.

D. Confidential Information of Third Parties

The Company has many kinds of business relationships with many companies and individuals.

Sometimes, they will volunteer confidential information about their products or business plans to

Induce the Company to enter into a business relationship. At other times, we may request that a

Third party provide confidential information to permit the Company to evaluate a potential businessrelationship with that party. Whatever the situation, we must take special care to handle theconfidential information of others responsibly. We handle such confidential information in

Accordance with our agreements with such third parties.

  1. Appropriate Nondisclosure Agreements:

Confidential information may take many forms. Anoral presentation about a Company's product development plans may contain protectedtrade secrets. A customer list or employee list may be a protected trade secret. A demo ofan alpha version of a Company's new software may contain information protected by tradesecret and copyright laws. You should never accept information offered by a third party thatis represented as confidential, or which appears from the context or circumstances to beconfidential, unless an appropriate nondisclosure agreement has been signed with the partyoffering the information. The legal department can provide nondisclosure agreements to fitany particular situation, and will coordinate appropriate execution of such agreements onbehalf of the company. Even after a nondisclosure agreement is in place, you should acceptonly the information necessary to accomplish the purpose of receiving it, such as a decisionon whether to proceed to negotiate a deal. If more detailed or extensive confidential

information is offered and it is not necessary, for your immediate purposes, it should berefused.

(ii) Need-to-Know:

Once a third party's confidential information has been disclosed to theCompany, we have an obligation to abide by the terms of the relevant nondisclosureagreement and limit its use to the specific purpose for which it was disclosed and todisseminate it only to other Company employees with a need to know the information.

Every employee, agent and contractor involved in a potential business relationship with a

third party must understand and strictly observe the restrictions on the use and handling of

confidential information. When in doubt, consult the Legal Department.

(iii) Notes and Reports:

When reviewing the confidential information of a third party under anondisclosure agreement, it is natural to take notes or prepare reports summarizing theresults of the review and, based partly on those notes or reports, to draw conclusions aboutthe suitability of a business relationship. Notes or reports, however, can include confidentialinformation disclosed by the other party and so should be retained only long enough tocomplete the evaluation of the potential business relationship. Subsequently, they should beeither destroyed or turned over to the Legal Department for safekeeping or destruction.

They should be treated just as any other disclosure of confidential information is treatedmarked as confidential and distributed only to those Company employees with a need toknow.

(iv) Competitive Information:

You should never attempt to obtain a competitor's confidentialinformation by improper means, and you should especially never contact a competitorregarding their confidential information. While the Company may, and does, employ formeremployees of competitors, we recognize and respect the obligations of those employees notto use or disclose the confidential information of their former employers.

E. Vendor Selection

The Company's suppliers make significant contributions to our success. To create an environmentwhere our suppliers have an incentive to work with the Company, they must be confident that

theywill be treated lawfully and in an ethical manner. The Company's policy is to purchase supplies basedon need, quality, service, price and terms and conditions. The Company's policy is to selectsignificant suppliers or enter into significant supplier agreements through a competitive bid processwhere possible. Under no circumstances should any Company employee, agent or contractorattempt to coerce suppliers in any way. The confidential information of a supplier is entitled to thesame protection as that of any other third party and must not be received before an appropriatenondisclosure agreement has been signed.

F. Government Relations

It is the Company's policy to comply fully with all applicable laws and regulations governing contactand dealings with government employees and public officials, and to adhere to high ethical, moraland legal standards of business conduct. This policy includes strict compliance with all central, local,state, federal, foreign and other applicable laws, rules and regulations. If you have any questionsconcerning government relations you should contact the Company's Legal Department.

G. Lobbying

Employees, agents or contractors whose work requires lobbying communication with any memberor employee of a legislative body or with any government official or employee in the formulation oflegislation must have prior written approval of such activity from the Company's Legal Head. Activitycovered by this policy includes meetings with legislators or members of their staffs or with seniorexecutive branch officials. Preparation, research, and other background activities that are done insupport of lobbying communication are also covered by this policy even if the communicationultimately is not made.

H. Government Contracts

It is the Company's policy to comply fully with all applicable laws and regulations that apply to

Government contracting. It is also necessary to strictly adhere to all terms and conditions of any

Contract with central, local, state, federal, foreign or other applicable governments. The Company'sLegal Department must review and approve all contracts with any government entity.

I. Free and Fair Competition

Our goal is to conduct our business with integrity. You should make every effort to deal honestly

With the Company's customers, suppliers, competitors, and employees. Under federal and state

Laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or

deceptive acts and practices. You should not take unfair advantage of anyone through manipulation, Concealment, abuse of privileged information, misrepresentation of material facts, or any otherunfair dealing.

Indian Competition Act, 2002, U.S. federal and state antitrust laws, as well as international

Competition laws prohibit various practices that could limit competition or restrict fair trade. Underthese laws, companies may not enter into agreements with other companies, however informally,that unreasonably restrict competition.

It is the Company's policy to lawfully compete in the marketplace. This commitment to fairness

includes respecting the rights of our competitors and abiding by all applicable laws in the course ofcompeting. The purpose of this policy is to maintain the Company's reputation as a lawful

competitor and to help ensure the integrity of the competitive marketplace. The Company expectsits competitors to respect our rights to compete lawfully in the marketplace, and we must respecttheir rights equally. Company employees, agents and contractors may not steal or unlawfully use theinformation, material, products, intellectual property, or proprietary or confidential information ofanyone including suppliers, customers, business partners or competitors.


Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the

Company’s Board of Directors or Managing Director must be approved in writing by the Company’sBoard of Directors and promptly disclosed. Any waiver of any provision of this Code of BusinessConduct and Ethics with respect to any other employee, agent or contractor must be approved inwriting by the Company’s Legal Head.


The matters covered in this Code of Business Conduct and Ethics are of the utmost importance tothe Company, its stockholders and its business partners, and are essential to the Company's abilityto conduct its business in accordance with its stated values. We expect all of our employees, agents,contractors and consultants to adhere to these rules in carrying out their duties for the Company.

The Company will take appropriate action against any employee, agent, contractor or consultant

whose actions are found to violate these policies or any other policies of the Company.

Disciplinaryactions may include immediate termination of employment or business relationship at theCompany's sole discretion. Where the Company has suffered a loss, it may pursue its remediesagainst the individuals or entities responsible. Where laws have been violated, the Company willcooperate fully with the appropriate authorities.

The employee shall hold AIL harmless from any loss or damage, whether tangible or otherwise(including loss of reputation and goodwill), suffered by the Company due to any breach of this code,policies or practices, or any act or omission by the employee.


I have received and read the Company's Code of Business Conduct and Ethics. I understand thestandards and policies contained in the Company Code of Business Conduct and Ethics and

Understand that there may be additional policies or laws specific to my job. I further agree to complywith the Company Code of Business Conduct and Ethics.

If I have questions concerning the meaning or application of the Company Code of Business Conductand Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, Iknow I can consult my manager, the Human Resources Department or the Legal Department,knowing that my questions or reports to these sources will be maintained in confidence.

Employee Name



Please sign and return this form to the Human Resources Department.