STERLING HOLIDAY RESORTS (INDIA) LIMITED CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

Members of the Board and the Senior Management, shall:

1. Conduct all business in strictly ethical and legal manner and adhering to the standards of integrity, fair dealing and good Corporate Governance.

2. Use due care and diligence in performing their duties and in exercising their powers attached to that office;

3. Always act in the best interests of the Company and its stakeholders.

4. Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters relating to the Company.

5. Apply themselves diligently and objectively in discharging their responsibilities and contribute to the conduct of the business and the progress of the Company, and not be associated simultaneously with competing organisations either as a Director or in any managerial or advisory capacity, without the prior approval of the Board.

6. Not to derive personal benefit or undue advantages (financial or otherwise) by virtue of their position or relationship with the Company, and for this purpose

(i) shall adopt total transparency in their dealings with the Company;
(ii) shall disclose full details of any direct or indirect personal interests in dealings / transactions with the Company;
(iii) shall not be party to transactions or decisions involving conflict between their personal interest and the Company's interest.

7. Always adhere and conform to the various statutory and mandatory regulations / guidelines applicable to the operations of the Company avoiding violations or non-conformities.

8. Conduct themselves and their activities outside the Company in such manner as not to adversely affect the image or reputation of the Company.

9. Inform the Company immediately if there is any personal development (relating to his / her business / professional activities) which could be incompatible with the level and stature of his position and responsibility with the Company.

10. Ensure the confidentiality of information they receive and disclose only if authorised by the Company.

11. Bring to the attention of the Board, 'Chairman or the Managing Director as appropriate, any information" or development either within the Company (relating to its employees or other stakeholders) or external, which could impact the Company's operations, and which in the normal course may not have come to the knowledge of the Board / Chairman or Managing Director.

12. Shall observe the Laws of India in everything they do.

13. Always abide by the above Code of Conduct, and shall be 'accountable to the Board for their actions / violations / defaults.