CONTINENTAL HOSPITALS PRIVATE LIMITED

Date -
Employee Name -
Employee Code -
CODE OF CONDUCT AND ETHICAL BUSINESS PRACTICE FOR ALL EMPLOYEES

All the Directors and Senior Management of the Company, hereinafter referred to as “The Management” must act within
the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in
the best interest of the Company and its Shareholders.
With a view to maintain high standard that the Company requires, the following rules/ code of Conduct should be
observed in all activities of “The Management.” The Company has appointed the Company Secretary as the Compliance
officer for the purpose of the Code, who will be available to “The Management” questions and to help them comply with
the Code.

1. Honesty & Integrity

“The Management” Shall conduct their activities, on behalf of the Company and on their personal behalf, with
honesty, integrity and fairness. “The Management” will act in good faith, responsibility, with due care,
competence and diligence, without allowing their independent judgment to be subordinated. “The Management”
will act in the best interest of the Company and fulfill the fiduciary obligations.

2. Conflict of Interest
“The Management” shall not engage in any business, relationship or activity, which may be in conflict of interest of the
Company.
Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be
easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead
to a conflict of interest, actual or potential –
(a) “The Management” should not engage in any activity / employment that interferes with the performance or
responsibility to the Company or is authorized in conflict with or prejudicial to the Company.
(b) "The Management" and their immediate families should not invest in a Company, customer, supplier, developer or
competitor and generally refrain from investments that compromise their responsibility to the Company.
(c) "The Management" should avoid conducting Company business with a relative or with a firm / Company in which a
relative / related party is associated in any significant role. If such related party transaction is unavoidable, it must be
fully disclosed to the Board of the Company.

3. Compliance
"The Management" is required to comply with all applicable laws, rules and regulations, both in letter and spirit.
In order to assist the Company in promoting lawful and ethical behaviour, "The Management" must report any
possible violation of law, rules, regulations or the Code of Conduct to the Company Secretary.

4. Other Directorships and Management positions

"The Management" must report / disclose their other directorships and/or senior management ship to the Board
on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company.

5. Confidentiality of Information
Any information concerning the Company's business, its customers, suppliers etc., which is not in public domain
and to which "The Management" 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. "The
Management" shall not provide any information either formally or informally, to the press or any other publicity
media, unless specially authorized.

6. Gifts and Donations

"The Management" of the Company shall not receive or offer, directly or indirectly, any gifts, donations,
remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be

Employee Signature - V1 Effective 1st April 2018

 intended) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of
commemorative nature, for special events may be accepted and reported to the Board.
7. Protection of Assets
"The Management" must protect the Company's assets, labour and information and may not use these for
personal use, unless approved by the Board.

8. Independent Directors:
An Independent Director should make a self-declaration in a format prescribed to the Board that he satisfies the legal
conditions for being an independent director. Such declaration should be given at the time of appointment of the
independent director and at the time of change in status. The independent directors should—
(a)Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the
company;
(b) Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate
professional advice and opinion of outside experts
At the expense of the company;
(c) Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
(d) Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
(e) Strive to attend the general meetings of the company.
(f) Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by
the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board
meeting.
(g) Keep themselves well informed about the company and the external environment in which it operates;
(h) Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
(i) Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions
and assure themselves that the same are In the interest of the company.

(j) Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the
interests of a person who uses such mechanism are not prejudicially affected on account of such use.
(k) Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or
ethics policy.
(l) Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
(m) Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion
plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by
law.

9. Periodic Review
Once every year or upon revision of this code, each member of the management team must acknowledge the
understanding of the code.

Code of Conduct & Ethical Business Policy (For Employees)

All the employees of CHL must adhere to our core principles of business conduct and ethics, set out in this code.
The code represents a clear, conscious and personal commitment to doing what is right. Honesty, integrity and
fairness are expected in all respects of our business.

Compliance and Business Ethics

• We at Continental Hospitals LTD, are committed to
• Comply with all applicable laws and regulation
• Conduct business in a way that is fair, ethical and within the framework of applicable competition laws and
regulations.
• Not to permit the direct or indirect offer, payment, solicitation, or acceptance of any improper payments (For
example, bribes or illegal gratuities) in any form.
• Comply with all local gifts and entertainment reporting requirements and limits.
• To conduct business transactions on behalf of the company which must be reflected accurately and fairly in the
accounts and in any public reporting of results in accordance with established procedures and standards?
• To take due care & be open and transparent in political donations, if any must be made and same shall be
disclosed in annual report.
• Conduct business in compliance with all applicable import and export laws and regulations.

Employee Signature - V1 Effective 1st April 2018

People and work environment
• CHL committed to provide a safe and secure work environment. The abuse of drugs or alcohol in the work place is
not permitted.
• Intimidation of any form or harassment have no place in our work environment
• We value and encourage diversity and strive to be an employer of choice.
• We value choice, trust, integrity and team work in work place relationship and are committed to treating peoples
with dignity and respect
• Confidential information which is generally not available to the public may not be shared outside CHL by any
employee. We respect confidential information of others.
• We must declare potential conflicts of interest, if any to concern authority only.

Customer & third parties.

• CHL established own set of sales and marketing subjected to specific marketing requirements based on applicable
laws and regulation of both national & international business, also as per internal code of business practice.
• Engaged 3rd parties for CHL also operate as per CHL code of business practice

Society: Sustainable development and environment policy

All the developmental activities commit us to improving the management of environment and social impacts of
CHL business and to supporting human rights and national / local labour standards.

Business hospitality and customer/ supplier relation

CHL believes on fair business practice with customer and suppliers
• Any employee should not entertain lavishly or give gifts to suppliers, customers or others with whom the business
is carried out. Supplier and customer also shouldn’t expect such treatment from CHL
• Employees also not to receive any lavish entertainment or expensive gifts from supplier, customer or other
business partners.
• We never pay or accept bribes or kickbacks or create the impression or suspicion that anyone have done so.
• Every CHL employee should be cautious about all the unethical practices and always keeping primary focus on
following core requirements: -
• We buy and sell based upon quality , performance and cost
• We allow responsible and customary business courtesies to maintain personal relationships necessary to conduct
business activities.
• Do not consider business courtesies a perquisite of rank or an item of compensation
• CHL abide by legal policy restrictions on business courtesies that apply to individuals and organizations we deal
with.

Meals, entertainment, transportation and lodging

CHL employee can provide or accept business meals, entertainment , transportation or lodging if directly linked to
a business function or activity that is in CHL’s interest and if the nature , location and cost are considered
costmary and appropriate in the local business environment. Entertainment of a sexual or prurient nature is
never appropriate.

Business gifts
CHL employees may give modest gifts to or accept modest gifts from business acquaintances when appropriate to
establish or maintain a business relationship on behalf of CHL
• Gift shouldn’t influence, be intended to influence or appear to influence specific business decisions.
• Modest” gifts are promotional or commemorative items or other items considered of nominal value and
appropriate under CHL business practice.
• CASH IS NEVER APPRORIATE

Employees of CHL are prohibited from accepting any things more than modest gift from supplier/ contractors. Ordinary
small token of appreciation such as gift baskets at holiday time generally are fine, but employee should avoid receiving &
offering frequent meals or expensive gifts.

Misconduct/ policy breaches reporting (Whistle blowing) Policy

Employee Signature - V1 Effective 1st April 2018

 All employees of CHL are committed to report any conduct that infringes code of business conduct .CHL Top
Management is committed for fairly Protecting and safeguarding all its employees in case of any misconduct/
policy violation is reported by them and if. Any retaliation situation created by either CHL employees or suppliers
against company’s declared code of conduct

Reporting procedure for Potential misconduct/policy breach and Retaliation situation management:
All employees should be vigilant in identifying & reporting conduct that infringes this code. If in doubt about
something is against company’s policy, employee must ask the question or raise the concern. Retaliation of any
kind against anyone who raises a complaint or integrity issue in good faith is against company’s policy & will not
be tolerated. Concerns or requests for guidance on ethical issues can be raised with Human Resources Head of
Continental Hospital with all relevant evidences and documents.

Address of misconduct/policy breach.

• For the case of any misconduct/ policy breach situation highlighted or reported by any employee, same shall be
scrutinized by management with collating all evidences and shall take appropriate disciplinary action against the
concern based on proven evidences.
• CHL dos not tolerate anybody (Managers, supervisors, workers, suppliers etc) found in breach of Policy. Company
have right to take appropriate action on accused to salvation of the situation.

Code of Business Conduct & Ethics Policy (For Suppliers)

CHL expects all of its employees to comply with the law & act ethically in all matters. We have the same
expectations of our Suppliers. Our code of business Conduct sets the basic guidelines for employee conduct. This
code of business Conduct for Suppliers establishes related requirements for our suppliers. We believe in
achieving success by working together & doing right thing.

Conflicts of interest
Employee of CHL should act in the best interest of company. Accordingly employees should have no relationship, financial
or otherwise, with any supplier that might conflict, or appear to conflict, with the employee’s obligation to act in best
interest of CHL.
• Supplier should not employ or otherwise make payments to any employee of CHL during course of any
transaction between supplier & CHL.
• Friendships outside of the course of business are inevitable and acceptable, but suppliers should take care that
any personal relationship is not used to influence the CHL’s employee’s business judgment.
• Supplier should disclose the matter of any relatives working with CHL and should not influence through the
relatives or not influence to the relatives for any breach of CHL business ethical practices.

Gifts, Meals and entertainment

• CHL employees are prohibited from accepting anything more than modest gifts, meals and entertainment from
suppliers. Ordinary business meals and small token of appreciation such as gift baskets at holiday time generally
are fine, but suppliers should avoid offering CHL employees travel, frequent meals or expensive gifts.
• CASH OR CASH EQUIVALENTS ARE NEVER ALLOWED.

Bribery
Suppliers acting on behalf of CHL must comply with the laws both local government and country of origin dealing
with bribery of government officials. In connection with any transaction as a supplier to the CHL Company, the
supplier must not transfer anything of value, directly or indirectly, to any government official, employee of a
government-controlled company, or political party, in order to obtain any improper benefit or advantage.

Protecting Information
Supplier should protect the confidential information of the CHL. Suppliers who have been given access to
confidential information as part of the business relationship should not share this information with any one
unless authorized to do so by the CHL. Suppliers should not trade in securities or encourage others to do so,
based on confidential information received from the CHL. If supplier believes it has been given access to CHL
Company’s confidential information in error, the supplier should immediately notify its contract at the company
and refrain from further distribution of the information. Similarly a supplier should not share with any one at the
CHL Company, information related to any other company if the supplier is under a contractual or legal obligation
not to share the information.

Employee Signature - V1 Effective 1st April 2018

Sustainable Development & Environment Policy:
CHL is committed to contributing positively to the economic, social and environmental well-being of the community in its
value chain and committed to promoting responsible procurement practice and is being transparent and open about the
issue it faces and how it tackles them .

We expect suppliers to kindly adopt the following principles and work towards implementing these principles throughout
their supply chains:

1. Business Conduct:
In the conduct of our business, deal openly and fairly with suppliers, adhering to contract terms.
2. Working conditions:
Policies & Procedures for health & safety and legal requirements must be met. Wellbeing of employees must be
protected wherever these do not exist
3. Employment:
Forced / compulsory Labour is prohibited. Forcing employees into involuntary labour and coercion at work is not
acceptable.
4. Child labour:
Child labour is prohibited.
5. Wages:
Pay will be as per local Law.

6. Diversity:
We expect the development of equal opportunities in employment without discrimination on grounds of race,
religion and gender or any other arbitrary means.
7. Freedom of Association:
Employees shall be free to join lawful associations with the consent of CHL Management. Dialogues between
workers & management should be constructive.
8. Environment:
Suppliers should be aware of and comply with local environmental laws and show sensitivity to other
environmental issues that may impact on either local communities or CHL.

Misconduct/ policy breaches reporting (Whistle blowing) Policy

CHL deals with supplier fairly with protecting all suppliers business confidentially and safeguarding them in case
of any misconduct / policy violation is reported by them and retaliation situation created by either CHL employee
or supplier against company’s declared code of conduct.

Reporting procedure for Potential misconduct/policy breach and Retaliation situation management:
Any supplier(s)/ contractor(s), who believe that an employee of CHL has engaged illegal conduct or violation of
Policy, has the rights to report the situation to by contacting the Human Resources department of Continental
Hospitals. A Supplier’s/Contractor’s relationship with CHL will not be affected by an honest report of potential
misconduct.

Address of misconduct/policy breach

For the case of any misconduct/ policy breach situation highlighted or reported by supplier/ contractors same
shall be scrutinized by management with collating all evidence and shall take appropriate disciplinary action
against the concern based on proven evidences.

CHL can’t tolerate for any breach of Policy / revenge or retaliation situation created for supplier/Contractor. Company
have rights to take appropriate action on accused to salvation of the situation.

Employee Signature - V1 Effective 1st April 2018