CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

Introduction:

• This Code of Conduct (“Code”) shall be called "The Code of Conduct for Board Members and Senior Management Personnel” of Morepen Laboratories Limited (hereinafter referred to as “the Company”).
• The Code of Conduct (“Code”) lays down important corporate values that shape the Company’s value system and business practices and represents cherished values of the Company.
• The Code also provides guidance to employees in recognizing and dealing with important ethical and legal issues and fosters a culture of honesty and accountability.
• The subject code has been framed specifically in compliance with the provisions of clause 49 of the listing agreement with stock exchanges.

Definitions & Interpretations:

• The term "Board Members" shall mean Directors on the Board of Directors of the Company.
• The term “Whole-time Director” shall mean Directors on the Board of Directors of the Company who are in whole-time employment of the Company.
• The term “Part-time Director” shall mean Directors on the Board of Directors of the Company who are not in whole time employment of the Company.
• The term “Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956.
• In this code words importing the masculine gender shall include feminine gender and words importing singular shall include the plural or vice versa.

Applicability:

The Code is applicable to:

I. Members of the Board
II. Senior Management Cadre comprising CEO's / Executive Directors (not member of the Board), Vice Presidents and General Managers both together referred to as "Officers" hereafter.

Requirements:

Honest & Ethical Conduct

All the persons to whom this code applies shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct while working for the Company as well representing the Company without allowing their independent judgment to be subordinated and fulfill the fiduciary obligations.

Conflict Of Interest

All persons to whom this code applies shall not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending of such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to: (a) Board of Directors in case of Directors (whole-time & part-time) and (b) Chairman & Managing Director in case of Senior Management Personnel for further directions in the matter.

Corporate Opportunities

All persons to whom this code applies shall not exploit for their own personal gain, opportunities that are discovered through company’s business, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors or Chairman & Managing Director as the case may be.

Secret Profit

Members of the Board of Directors and the senior management team shall not make any profit in the process of their dealings in the matter of the company without knowledge of the Board

Outside Directorship

Any person to whom this code applies shall not serve as a Director of any other Company or as a partner of a firm that competes with the Company. (Whole Time Directors and Senior Management Personnel shall obtain approval of the Chairman before accepting Directorship of any other Company or partnership of a firm.)

Confidential And Proprietary Information

Any information concerning the Company’s business, its customers, suppliers, etc, which is not in the public domain and to which the Board Members and Senior Management Personnel has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized.

Compliance of the applicable Laws

The Board of Directors and the senior management staff should comply with all the applicable legal provisions prescribed or may be prescribed by the statutory authorities from time to time.

Gifts

Any person to whom this code applies will not solicit any gifts from their business relationships. He shall reject unsolicited gifts that may be perceived as intended to influence any business decision. Any gift which is consistent with customary business practices, inexpensive gifts, corporate gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy.
Acceptance of cash gift is prohibited.

Respect for peoples

All the officers are expected to treat co-employees and business associates fairly and, irrespective of hierarchical level, with dignity and respect. Being treated fairly means that employees shall be judged on merits.
Senior Management Cadre must maintain an open line of communication and to listen to all employees

Company Assets, Computer Network Use and Security :

Any person to whom this code applies must make responsible use of Company assets in their personal possession such as telephones, computers and other hardware, software, Internet connection, networks and the information that runs on them in a responsible manner.

He must:

• Use telephone, computers and peripherals and internet responsibly and primarily for legitimate business purposes any personal usage should be reasonable and kept to a minimum.
• Protect the security of computer systems.
• Not engage in communications that might be considered offensive, derogatory, defamatory, harassing, obscene or otherwise vulgar.
• Not use Company communications systems to improperly disseminate copyrighted or licensed materials, or proprietary information.
• Not use Company communications systems to transmit chain letters, advertisements or solicitations (unless authorized).
• Not visit inappropriate Internet sites; and
• Always protect information used to access computers, networks or systems.

Company’s electronic communications system and information are liable to be monitored for compliance with Company policy and applicable laws. Employees must note that they are not entitled to privacy privilege in respect of the same.

Acknowledgement of receipt of the code

All Board Members and Senior Management Personnel shall acknowledge the receipt of this code in the acknowledgement form annexed to this Code (Appendix-II) indicating that they have received, read and understood, and agreed to comply with the code and send the same to the Company Secretary. New Persons joining the organization and to whom this code applies will sign such a deed at the time when their office begins.

Compliance with the Code

As a condition of employment / association with the Company, Employees are expected to comply with and strictly adhere to the standards of conduct contained in this Code and underlying policies and procedures. When in doubt, this Code casts the responsibility on the Employee to seek clarification and guidance as to the proper course of conduct from relevant authority.
Employees who are aware of any misconduct under this Code, illegal activity, fraud or abuse of Company assets must report such matters to the Managing Director. The employees reporting any misconduct shall be suitably protected and no unjust action will be taken against any such employee for making such a report.

Certifications

In terms of clause 49 of the listing agreement ,Persons to whom the Code is applicable shall within 30 days of close of every financial year affirm compliance with the Code. A proforma of Annual Compliance Report is annexed to this Code as Appendix-I. The Annual Compliance Report shall be forwarded to the Company Secretary of the Company.
The Managing Director will make a declaration in the annual report for each year that the above affirmations have been received from the Employees.

Waiver and Amendments of the code

No waiver of any of the provisions of this code shall be valid unless, the Board of Directors of the Company approves such waiver in case of Board members and by Chairman & Managing Director in case of Senior Management Personnel

The provisions of this code can be amended by the Board of Directors of the Company from time to time.

NON-COMPLIANCE

Suspected violations of this Code may be reported to the Chairman & Managing Director of the Company or the Chairman of the Audit Committee. All reported violations should be appropriately investigated.
A director charged with a violation of this Code should not participate in a vote of a Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or of a Committee convened for that purpose.

Penalty for Non-compliance

Penalty for breach of this code by Senior Management Personnel shall be determined by the Chairman. In case of breach of this code by the Whole-time Directors and/or Part-time Directors, the same shall be examined by the Board.

Penalty may include serious disciplinary action, removal from office and dismissal as well as other remedies, including recommendations for any of the above penalty, to the extent permitted by law and as considered appropriate under the circumstances

This Code of Conduct has been adopted by Morepen Laboratories Limited to comply with the applicable rules of the Stock Exchanges where securities of the Company are listed i.e. Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited.

Appendix-I
Annual Compliance Report

I …………………………………………………………do hereby solemnly affirm to the best of my knowledge and belief that I have, in letter and in spirit, complied with the provisions of the Code Of Conduct For Board Members And Senior Management Personnel during the financial year ending 31st March 2006.