CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES OF THE HITACHI HOME & LIFE SOLUTIONS (INDIA) LTD

A. Hitachi Group Policy

Hitachi Home & Life Solutions, Inc. Group ("Hitachi H&L Group"), fully cognizant of its mission and the role it should play and with the aim of continuing its development as a truly international enterprise, hereby states its standards of corporate conduct as follows.

Fundamental Credo

The basic credo of Hitachi H&L Group is to further elevate its founding concepts of harmony, sincerity and pioneering spirit, to instill a resolute pride in being a member of Hitachi, and thereby to contribute to society through the development of superior, original technology and products.

Deeply aware that a business enterprise is itself a member of society, Hitachi H&L Group is also resolved to strive as a good citizen of the community towards the realization of a truly prosperous society and, to this end, to conduct its corporate activities in a fair and open manner, promote harmony with the natural environment, and engage vigorously in activities that contribute to social progress.

Guidelines for employees:

1. Employees shall at all times behave in line with the spirit of harmony in working together for unity within the Hitachi H&L Group and within other Hitachi Groups, and in working towards creating mutual understanding and ties of friendship with the nations of the world.


2. Employees shall work to ascertain accurately the changing needs of the international community of nations, to develop advanced, highly reliable technology and products to answer these needs and to serve customers with sincerity.


3. Using the pioneering spirit employees shall work to consolidate Hitachi's international technological leadership through original studies, research and development.


4. While seeking for knowledge everywhere, broadening their perspective and constantly working to educate and improve themselves, employees shall act according to the rule of law and ethical corporate rectitude.


5. Employees shall at all times observe a fair and orderly competitive concept.


6. Employees shall give full respect to the value of business and technical information possessed by other companies and at the same time shall be fully conscious of the value of Hitachi's business and technical information, and shall work carefully towards establishing a strict and impartial system of administering such information.


7. Employees shall strive to comply with laws and regulations relating to foreign trade, bearing in mind that, not only for Japanese industrial circles but for the nation as a whole, the maintenance of international peace and security is indispensable to securing the confidence of people throughout the world.


8. Members of the management of Hitachi H&L Group shall, in accordance with these standards of conduct, take the initiative and provide appropriate guidance to their staff, thereby to facilitate the conduct of corporate business affairs, and shall also work towards creating a vigorous working environment in which correct workplace discipline is maintained and employee morale raised.

B. Code of Conduct for Directors and Employees of Hitachi Home & Life Solutions (India) Ltd.:

1. Objective of Code of Conduct:

The object of this code is to set up a “code of conduct” for Directors and employees of the Company:

• to follow the ethical policies and practices of the Group and the Company in its letter and spirit ;
• to encourage the Directors and employees to adhere to the policies and practices of the Company ;
• to protect the interest of the Company ;
• to report any unethical conduct of any Director or of any Employee.

2. Applicable to:

All directors and employees (including Management Trainees) of Hitachi Home & Life Solutions (India) Ltd.

3. Code of conduct:

The directors and employees of the Company shall -

• comply all laws, rules and regulations applicable to the Company ;
• abide by the policies and procedures that govern the conduct of the Company's business ;
• perform his function with highest standards of personal and professional integrity, honestly and ethically in respect to utilization of Company’s assets and resources ;
• help to create and maintain a culture of high ethical standards and commitment to compliance and
• maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

4. Disclosure:

In case there is likely to be a conflict of interest as prescribed in next paragraph, Director / Employee should make full disclosure of all facts and circumstances thereof and to obtain prior written approval. Disclosure is to be made to the person as under :

5. Conflict of interest of the Company:

(a) Company’s interest conflicts with Personal Interest -
Following are the eventualities when the interest of the Company can conflict with personal interest:

• Receipt of personal benefits by a Director, Employee or a member of his or her family due to the position of such Director / Employee.
• Receipt of gifts or excessive entertainment from any person / company with which the Company has current or prospective business dealings.
• Significant ownership interest in any supplier, customer, development partner or competitor of the Company.
• Consultation or employment relationship with any supplier, customer, business associate or competitor of the Company.
• Doing any other business activity which may affect the ability to devote the required time to execute responsibilities of the Company.

The directors and employees should be careful in avoiding such eventualities. In case of such eventuality, disclosure is to be made to the Authority as prescribed in ‘Clause B(4) of this code’.

(b) Competition / Corporate Information –
Directors and employees are prohibited from:
a. competing directly or indirectly with the business of the Company or with any business that the Company is considering ;
b. using Company's property, information, or position for personal gain.

If the Company has finally decided not to pursue an opportunity that relates to the Company's business activity, Director / Employee may pursue such activity only after disclosing the same.

(c) Confidentiality –
Except it is legally required, the directors and employees shall maintain the confidentiality of the information of the Company and strictly prohibited from disclosing any of the following confidential information to the Customers, Suppliers, Business Associates, Competitors, Media or any other outside agency:

1. Details of the customers, suppliers or business associate of the Company,
2. Information of Know How, Design, Flow Chart or any other written or unwritten information about manufacturing process,
3. Set up and internal policies of the business of the Company,
4. Budget and Sales Data of the Company,
5. Sales policy including dealer policy,
6. Corporate strategies

The Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

(d) Dealing on behalf of the Company –
Each director and employee should deal fairly with customers, suppliers and competitors of the Company. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

(e) Protection and Proper Use of Company's Assets –
All directors and employees should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes.

6. Report on any non-compliance of Code of Conduct:
If any director or employee who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Executive Director – Corporate Affairs. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue.

The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation.

7. Disciplinary Action:
Violations of this Code will result in disciplinary action, which may even include termination of services of the employee. The Company's Board or a Committee of Executive Directors shall determine appropriate action in response to violations of this Code.

8. Interpretation
Any question or interpretation under this Code of Ethics and Business Conduct will be handled jointly by Executive Director – Corporate Affairs and Executive Director – Finance & Accounts.

The Board of Directors or a Committee of Executive Directors has the authority to waive compliance with this Code of business conduct for any director or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or such committee.