While setting our core values for the organization - Ethical Practices stood as one value of very high significance without any debate. Ethical behavior and practice needs to define everything that we do and it is one thing that we need to not just practice quietly, but demonstrate pro-actively to all our stakeholders, be they employees including contract employees, channel partners, suppliers or any other stakeholders.

" I would therefore like to make it extremely clear to all, that the company does not support the use of any type of unethical practices, even if it is with an intent to meet the company's (not individual's) objectives or goals. Such reasoning, if applied is not acceptable to the company and no employee has the right to take such decisions on its or their own behalf."

Since the definition of “Ethical behavior” can be a point of repetitive discussions, we have now defined a Code for this that should be our accepted guideline. I would encourage every stake holder of the company whether employees including contract employees, channel partners, suppliers or any other stakeholders; to take out time and read this code carefully. It is also further our responsibility to ensure that this Code reaches all stakeholders that we are responsible for, such as channel partners and suppliers. Remember that ignorance of the code will not be treated as reason for NOT following it.

This code is designed to be a guideline in making decisions that will properly reflect our fundamental principles, business values and the practices which follow these ideals. It is our combined duty to ensure that our behavior, attitude and the decisions we make live up to the principles and core values that very well govern this code.

We are a new company and work in a very competitive, challenging and tough business environment.

The temptation to cut corners at times may present itself, be it on a personal level or in the interests of the company. I would therefore like to make it extremely clear to all, that the company does not support the use of any type of unethical practices, even if it is with an intent to meet the company's (not individual's) objectives or goals. Such reasoning, if applied is not acceptable to the company and no employee has the right to take such decisions on its or their own behalf.

Ethical behavior, being practiced individually, it is equally important to highlight and report any violations that are witnessed. Remember that in case you are witness to a violation and do not highlight or report it, you are also in violation of the defined code. So it is mandatory to report any violations whether you are certain or otherwise.

Ethical behavior will be practiced as per this code not just because the consequences on getting caught are avoidable or prohibitive, or that it will do irreparable damage to our self-repute. Though these are also important reasons, we will practice it mainly because our conscience tells us that it is the right thing to do, and we are proud to work for a company that works in the ethically correct way and deserves the success that it achieves for its efforts.

And in this quest, I am confident that each and every one of you will uphold it with full commitment and dedication, sincerity and passion.

Satish Pillai
Managing Director


General:

 

1. Intent

Decisions at iMetrix Solutions Private Limited (hereinafter referred as "iMetrix Solutions" or "the Company") are to be made solely in the dealings or relationships in connection with the best interest of Company following an objective evaluation of business considerations such as quality, performance to implement iMetrix Solutions' core values. Adhering to this standard depends on the consistent use of high ethical standards and personal integrity by employees when making decisions on behalf of iMetrix Solutions.

All employees are equally responsible for demonstrating integrity and leadership in complying with the requirements of this Code of Ethics and Conduct, Company policies and applicable laws and regulations. With supplemental focus on integrity, we show our commitment to a business culture that promotes the highest ethical standards.

2. Scope

This Code of Ethics and Conduct ("the Code") applies to all employees, Contractors, Vendors, and Dealers, Affiliates of iMetrix Solutions, including the Company officers and Directors. It applies to administrators and Company representatives, according to applicable laws. Copies of the Code will be available at the Human Resources Department or at the Legal Department, for all employees and entities that are authorized to act on behalf of the Company in areas where the Code is applicable.

Administrators, officers and directors will be required to sign a Letter of Compliance annually, in addition to this Code. The directors are responsible for communicating these standards to those who work under them, ensuring that they are well understood and observed, as required.

3. Disciplinary Action

The Company has an absolutely "zero tolerance" policy for non-compliance with the Code. Employees of iMetrix Solutions who violate the Code are subject to disciplinary action up to the termination of employment and criminal prosecution, depending upon the severity and frequency of the violation.

4. No Retribution Policy

No retribution will be taken against anyone for complaining, reporting, participating in, or aiding with the investigation of a suspected violation of the Code, unless the allegation or the information provided shall prove intentionally fraudulent or fake. iMetrix Solutions will maintain confidentiality of all concerns raised to the maximum extent possible.

5. Definition

"Applicable Laws" or "Laws" means any national or local law (statutory or otherwise), constitution, treaty, convention, code, rule, regulation, order, judicial interpretation, policy or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable to the shareholders and/or the Company, as amended unless expressly specified otherwise

6. Effective

The Code shall become effective as of 1st January 2015, subject to clarification and updates by the Company regularly.

Our Bond with People:

The way we treat one another should be based on mutual trust and commitment. We are accountable for treating each other with respect and dignity.

• 1.1 Our Commitment to Respect

At iMetrix Solutions, we commit ourselves regarding the bond we share with our colleagues as open and honest communication, faith, and mutual respect. Based on this commitment, motivate your colleagues to think innovatively and creatively, and if you are a true driven leader, giving your team the required freedom they need to carry out their job functions. Give constructive suggestions on how they can improve, enhance their performance and be open to take feedback from them.

Your relationship with your managers/supervisor(s) should be based on complete mutual respect and trust. Employees and managers/supervisors make teams that share common goals and objectives. Whenever possible, take the initiative. Be innovative in fixing issues. Your continued cooperation and creativity are essential to achieving the goals of your business unit and of the Company.

"equal opportunity for employees in all grades, independently of skin color, race, gender, sexual identity, age, ethnicity, nationality, sexual orientation, marital status, disability or any other characteristics protected under the law."

For appropriate human resource management, iMetrix Solutions commitment is to:
• Hire, train, and compensate all iMetrix Solutions employees based on the talent and skills required for the job they do, with no discrimination related to race, religion, skin color, origin, ethnicity, gender, sexual identity, marital status, age, citizenship status, sexual orientation disability or any other characteristic protected by law.
• Decline and discourage child labor employment.
• Maintain a work environment that strives for excellence, attracting and retaining the best people for our Company.
• Aid employee education and create opportunities for career development and progression for all iMetrix Solutions employees.
• Conduct timely performance appraisals that provide employees with open and precise feedback to promote bilateral participation and keep track of individual progress plans.
• Recognize and reward individual and team contributions that go beyond the normal scope of their job functions through an appropriate and feasible reward plan.
• Be vigilant in preventing and addressing moral, sexual or any other type of harassment of iMetrix Solutions employees by anyone in the workplace or in the course of any internal and/or external company negotiations.
• Reject nepotism by all means, at workplace, according to the Company policies and procedures.
• Respect the privacy of individuals, obtaining employee personal information for processing, storage and use only according to business needs and in compliance with the laws of the countries where we operate.
• Seek to eliminate potential hazards in the workplace and provide a safe and healthy work environment to all employees of iMetrix Solutions Private Limited, thereby complying with all the laws and regulations associated with health and safety in the workplace.

Help to maintain a secure, healthy and productive work environment for all of iMetrix Solutions employees and third party contractors, by prohibiting the following:

• The possession, utilization, sale or transfer of illicit drugs in all premises of the Company.
• The performance of work duties under the influence of alcohol and/or related substances.
• The possession of firearms or ammunition within the Company premises or while conducting business for iMetrix Solutions.

• 1.2 Our Respect and Commitment For Human Rights

iMetrix Solutions Private Limited is very committed and respectful towards human rights worldwide. To that end, the Company adopts the following standards and partners with those who equally believe in:

1. equal opportunity and scope for employees in all grades, independently of skin color, race, gender, sexual identity, age, ethnicity, nationality, sexual orientation, marital status, disability or any other characteristics protected under the law;
2. a very safe, secure and healthy workplace where human health and the environment are protected equally;
3. the payment of employee compensation that is conformance and respect to local laws being fair according to the employee's skills and the function(s) to be performed in the Company, in addition to providing opportunities to improve their competencies and skills from time to time;
4. respect for employees' right to legal association; and
5. adequate cooperation with governmental bodies and communities where we do business, so as to help enhance the level of education, economy, culture and social welfare of these communities.

 

As employees of iMetrix Solutions Private Limited, we do our best to comply with Company policies and procedures. At the same time, we acknowledge our responsibility and the trust placed in us, and to honor this trust, we act with integrity in all circumstances. We safeguard Company assets and against all conflicts of interest, and other situations that may adversely affect the Company interests.

Our Relationship with Company

• 2.1 Conflict of Interest
  
  
  • 2.1.1 Purpose

  Employees must refrain from personal interests or financial activities that conflict, or appear to conflict, with the interests of iMetrix Solutions Private Limited or that influence, or appear to influence, their judgment or actions in performing their duties as employees. Such conflicts may arise in a number of situations from time to time. It is however not possible to cover all of them in this Code nor will it always be easy to distinguish proper conduct from improper ones. If you however have doubts about any situation, ask your supervisor or the HR Head, or the BPE of iMetrix Solutions Private Limited before you take action. The following guidelines apply to common situations where there is a conflict of interest:

  "Notify your immediate reporting supervisor and obtain approval from your Head of Department and the Business Practices Executive (BPE) of the Company before you start negotiations on behalf of iMetrix Solutions Private Limited with any company where you, a family member or friend has an interest that might in any way benefit from your actions or their actions."

  • 2.1.2 Association with vendors, customers and other business partners

  Any iMetrix Solutions' employee who owns, partners or acquires, directly or indirectly, an interest in any concern regarding the procurement of goods or services, or competing with the Company, customer acquisition engagement with vendors, channel sales partners or other business partners, is required to disclose the full detail concerning such interest or relationship. In such circumstances, a conflict may arise if such employee is in a position to influence decisions with respect to any Company transaction involving a business partner; if his or her other interest or relationship is such that it might bring into question his or her continuing ability to make impartial judgment in the Company's best interest. Before investing, you should seek advice of the HR Head or the BPE of the Company as well as your manager and obtain prior written approval.

  • 2.1.3 Investment Deal(s)

  Refrain from making any investments that might influence your business decisions. The Company Policy clearly prohibits iMetrix Solutions employees from owning stock or share of competing companies or companies in the same industry as iMetrix Solutions Private Limited. This prohibition applies to all amount(s) of stock in publicly-held companies, irrespective of the percentage of share(s). If you had made potentially prohibited investments before joining iMetrix Solutions Private Limited, please notify the HR Department of this fact immediately before you proceed further with your joining of the organization.

  • 2.1.4 Family Unit(s)

  Do clearly notify your reporting supervisor and obtain approval from your Head of Department and the BPE of the Company before you start negotiations on behalf of iMetrix Solutions Private Limited with any company where you, a friend or family member(s) has an interest that might in any way benefit from your actions or their actions.

  • 2.1.5 Side jobs or Dual Employment

  Refrain from working for a competing company while you are working for iMetrix Solutions Private Limited. Do not do any type of paid or unpaid work for third parties or give assistance to third parties that might adversely affect your work or work function(s) in iMetrix Solutions Private Limited. Do not use Company time, facilities, assets or materials of the Company to do "side jobs" which have no connection to your job at iMetrix Solutions Private Limited, without authorization from your immediate supervisor in writing and a written approval from the HR Head of iMetrix Solutions Private Limited.

  • 2.1.6 Individual & Personal Relationships

  Although the Company respects and recognizes the right of employees at iMetrix Solutions Private Limited to associate freely with their colleagues, we should equally use and apply plain common sense to ensure that any relationships with our colleagues will not have a negative impact on the performance of our job functions, on productivity, on our ability to supervise third parties, or on the work environment at any time.

  Any conduct at workplace arising out of a personal or special individual relationship between employees may be inappropriate if such conduct should generate an unpleasant work environment for other colleagues. Showing favoritism or preferential treatment toward someone or making business decisions based on emotions, fidelity, or friendship rather than the best interests of the Company is forbidden. Individuals should be sure to employ tact, common sense, and respect when proceeding to engage in a personal relationship with a colleague. More importantly, individuals should be fairly evaluated on the basis of their respective individual work performance.

  Be informed that any member of your family holding a position in the Company could create or also seem to create a conflict of interest. Should a situation like this arise, ask your HoD or the HR department for immediate advice.

  • 2.1.7 Involvement or Engagement in the Board of Directors of Other Organizations

  It is mandatory to obtain approval from the Board of Directors at iMetrix Solutions Private Limited, before joining the Board of Directors, Advisors or a similar group in any other company or governmental agency.

• 2.2 Safeguard of Company Assets
  
  
  • 2.2.1 Purpose

  Appropriate use and control of intangible and tangible assets is imperative to the success of our company. All the assets of our company are to be protected against improper or random use to fulfill our duties to iMetrix Solutions, therefore, employees shall strive to safeguard Company assets as a whole and have the first responsibility to protect the company property in any situation or incident against theft, loss, embezzlement, abuse and unauthorized use, unauthorized access, or damage to the Company.

  • 2.2.2 Complete Protection of intangible assets: Company-Private/Restricted Information

    Business Trade secrets of iMetrix Solutions, as well as other company-private/restricted information and the majority of internal company data are very valuable assets. The complete protection of these assets, including the maintenance of its confidentiality, plays a very vital role in our continuous and uninterrupted growth and in our ability to compete. Trade secrets are information pertaining to iMetrix Solutions Private Limited that are not in the knowledge of public and should not be communicated outside the company. However, other company-private information such as technical data must be equally protected as well.

    Business trade secrets of iMetrix Solutions Private Limited and other company-private information include, but are not limited to, concepts, formulae, devices or any information utilized in our business, which give the Company a competitive advantage with our competitors. Trade secrets and other company-private information are not by nature, exclusively technical. They may contain information from business investigation, new product or process plans, strategic goals, business financial information, unpublished pricing strategies, lists of sales people or prospects, customers and employees or prospective employees, and information about customer requirements, commercial traits, preferences and plans. Although this is not intended to be an all-inclusive list, it basically suggests the large variety of information that must be safeguarded in the best interests of the company.

    Your work duty with regard to the Trade Secret(s) of iMetrix Solutions and other company- private/restricted information is:

    • Do not release company-private information to other iMetrix Solutions employees unless they have a justified "need to know" or "need to use" with business reasons; Obtain prior approval from your immediate reporting supervisor in any case.
    • Do not release company-private information to people outside of iMetrix Solutions Private Limited without proper authorization;
    • Do not utilize company-private information for your own benefit under any circumstances.

    Even if you should leave the Company, your duty to protect iMetrix Solutions' Trade Secret(s) and other company-restricted information remains until the information becomes public or iMetrix Solutions no longer considers it to be a trade secret or company-restricted information. It is therefore imperative that you seek prior written approval from your Head Of Department before disclosing any such information to any party after you leave the company.

    One must also bear in mind that the correspondence, printed documents, electronically stored information, process specific knowledge, documents or logs of all kinds, special production methods procedures, confidential or not, are all the property of iMetrix Solutions Private Limited and should remain within the Company. Obviously, personal skills, acquired or developed while performing your job function are personal property. If you have any questions whether some information is company-restricted in nature or a Trade Secret of iMetrix Solutions Private Limited, you should seek the HR Head for clarification.

  • 2.2.3 Responsible Usage of IT Resources

    We all at iMetrix Solutions must utilize the information technology resources (referred to as "IT Resources") responsibly and consistently with the Company policies, including policies specific to IT technologies, data protection, company-private/restricted information, and intellectual property rights. The IT Resources at iMetrix Solutions include all owned, used or leased computer systems, independent of the physical location, including, but not limited to: PCs, network servers, portable devices, Internet access, iMetrix Solutions' CRM/intranet, and e-mail access devices. All information communicated through voicemail and other voice systems, telephones, facsimile equipment, instant messaging media and information obtained or transmitted and/or communicated over the Internet and the intranet of iMetrix Solutions is also considered part of the Company's IT Resources. All IT Resources are the sole property of iMetrix Solutions, including all information created, stored or transmitted via the IT Resources of the Company. The only information that is not considered to be property of the Company is that obtained during the personal, limited utilization of the IT Resources of iMetrix Solutions when authorized by the Company or information considered non-private and public according to applicable law and regulations.

    The IT Resources at iMetrix Solutions Private Limited must be utilized solely for business purposes of the Company only, except if limited personal utilization is authorized by the Company.

    Usage of IT Resources in the following manner is extremely prohibited:

    • messages of harassment, discrimination, fraud or threat, defamation, including offensive messages regarding race, gender, age, sexual orientation, religion, political ideals, nationalities, physical incapacitation, ethnics, sexual identity or any other characteristics protected under applicable law.
    • sending, storing, accessing or communicating offensive or obscene matters in any format.
    • unauthorized distribution of Company-private/confidential information, or Business Trade Secret(s) of iMetrix Solutions Private Limited.
    • allowing for or causing security breaches or interruption of the network communication, and/or the unauthorized disclosure of your password/pass-phrase to a third party.
    • infringement of any person's or company's rights protected under intellectual property laws, such as, trademarks, patents trade secrets or any other right under similar laws or regulations.
    • breach of privacy rights of any person(s) under the applicable laws or regulations.
    • soliciting on behalf of any external organization, enterprise or cause unrelated to the business of iMetrix Solutions Private Limited including, but not limited to, any commercial, religious or political organization or cause.

    Except for when limited by applicable laws and regulations, iMetrix Solutions reserves the right to monitor the systems, equipments and activities on the network, including but not limited to email, voice mail, Internet access and utilization and any information stored under appropriate circumstances and according to applicable laws. Additionally, in order to meet the continuous maintenance, commercial, safety, legal and the regulatory requirements of operations, authorized personnel and third party service providers have limited access to the information stored in the IT Resources of iMetrix Solutions Private Limited to the maximum extent permitted by law. iMetrix Solutions Private Limited reserves the right to limit access of any user to the IT Resources at any time, with or without previous notice as may be required.

  • 2.2.4 Information Disclosure Requests

  The media or public at times may request information about the financials of iMetrix Solutions Private Limited. All such requests are to be directed to the authorized personnel of iMetrix Solutions who will have been designated as company officer to handle the press and/or public communications or any person who has been authorized by the Managing Director of the Company, and such disclosure information should be approved by relevant department of iMetrix Solutions according to its policy. No one else is authorized under any circumstances to directly respond to these requests for information.

Our Connection with Business Entities:

Every one of us at iMetrix Solutions Private Limited is duly responsible for the image that we convey to our vendors, clients and customers. It is therefore of the utmost importance that we maintain our reputation through the honesty and the fairness with which we negotiate and interact with these groups.

• 3.1 Principles and Supplier, Vendor/Customer Relations

  "We treat every single client, customer with the same and equivalent business criteria. Offering or seeking a "kickback" or payment of any kind as a means to secure business is highly forbidden which addresses our responsibility to comply with anti-bribery, competition, and antitrust laws under Part 4."

  Our purpose is to ensure continuous and reliable sources of supply. It is essential to conduct honest negotiations with customers and suppliers to maintain strong, lasting relationships with them. As a consequence, we regard our suppliers as partners and we expect them to realize reasonable profits in our dealings together. We consider all prospective suppliers in a manner that is fair and consistent, making our decisions based on objective criteria such as price and quality, in addition to the supplier's reliability and integrity. We treat every customer with the same business criteria. Giving or taking a "kickback" or payment of any kind as a means to secure business is forbidden which addresses our responsibility to comply with antitrust, competition and anti-bribery laws under Part 4 of this policy document below.

• 3.2 Regard for Confidential Information and Third Party Intellectual Property

  iMetrix Solutions Private Limited will not willingly infringe upon the intellectual property rights of third parties. We respect the intellectual property and the confidentiality of information of third parties. This aspect is important, particularly if you are already in possession of intellectual property and confidential information from a former employer and you are currently employed at iMetrix Solutions Private Limited. If you have any questions about this subject, you should seek to consult immediately with the HR Head or the BPE of iMetrix Solutions Private Limited.

The reputation of iMetrix Solutions Private Limited is built on the quality of our services we provide to our clients. Our commitment to quality and best practices is completely central to the continuous growth and success of our Company.

• 4.1 Setting Highest Standards for our Services

  iMetrix Solutions Private Limited is committed to assure that our clients can depend on our services for its quality and high performance.

  The services provided by iMetrix Solutions must not only comply with all standards as defined in law, but also our own standards. And the Client's satisfaction is our greatest concern. As an iMetrix Solutions' employee, it is your duty to immediately report to the head of your department about any problems that, in your view, are related to the quality and/or performance of the services provided.

• 4.2 Client/Customer Receptiveness

  " Customer needs are always subject to change, that is why we must always be aware about the products and/or services they need and use our creativeness to satisfy these changing customer requirements from time to time so as to be a successful company meeting client expectations"

  Since our line of business is service for our Clients, our success depends on the satisfaction, confidence and goodwill of our Clients.

  We totally recognize the significance of anticipating Client requirements and being receptive to them with regard to our services. We believe that concerns and questions, opinions from Clients, Customers about our services are an important source of feedback and can be a great mechanism too. Client needs are always changing, that is why we must always be aware about the services people want and use our creativeness to satisfy these changing customer requirements from time to time.

• 4.3 Importance of Accurate Publicity

  Publicity must be competitive and creative, but it also has to be honest, fair and must comply with the law. Our publicity must refrain from stereotyping any individuals based on factors such as race, religion, ethnics, skin color, gender, nationality, sexual identity, age, citizenship, marital status, sexual orientation, disability or any other feature protected under the law. Publicity is not simply the service or product image; the right kind of publicity can clearly help build our reputation in terms of confidence and due credibility, while the wrong kind can very much harm it as well.

  Additionally, we are extremely careful in choosing the communication media where our message will be shown to the public. We do not allow our messages to use elements of extensive and unwarranted violence or sex, or otherwise anti-social elements, which would adversely affect the reputation or the products, services of our Company.

  We consider the principle of business fairness into account when we determine upon our message, the brand names and concepts, so that our products and services will be victorious by virtue of their own intrinsic quality and also by our reputation - not by imitating, copying or taking advantage of a competitor's reputation.

  Business fairness clearly calls for:

  • Rigorous compliance with all applicable legal requirements about brand protection and absolutely fair competition.
  • Prevention of copying well-known brand names, slogans, publicity ideas and graphics utilized by multinational companies and regional local competitors outside your own location.

  
  
• 4.4 Respect for Privacy of Clients/Customers

We respect and truly honor our clients, customer's right to privacy. iMetrix Solutions Private Limited collects, processes, uses and maintains customer information in accordance with the applicable laws, including the laws that cover the collection and use of personal information of minors, and we make all reasonable efforts to safeguard such information.

Our policy is to not share clients, customers' personal information unless it is required for providing the services our clients, customers need, or to remain in compliance with the applicable laws and regulations.

 

We abide by all the laws and regulations that are applicable to iMetrix Solutions' business. Our policy is in fact to go one step ahead of what the law strictly mandates and act according to the spirit of the law and in the best interests of the company.

Under no circumstances shall the employees of the Company be allowed, to either directly or indirectly, engage and involve in or otherwise be concerned with any transaction, practice, method, or arrangement which is corrupt, dishonest, illegal or improper. The business of the Company and the due conduct of its directors, management staff and employees in the course of the business and operations of the Company shall at all times be conducted in accordance with all applicable Laws, rules, and regulations. For any unlawful practice, it is required to report any activity that involves or could lead to the involvement of the Company. Therefore, everyone should consult the HR Department for clarification if there are any questions pertaining to this. In particular for the following aspects:

• 5.1 Compliance with Law of Competition

  The employees of iMetrix Solutions Private Limited must carry out Company operations in full compliance with the laws of the countries where the Company operates. However, it is always good to verify whether there is a conflict between the laws of the two countries or the Company policy. In the event of such a conflict, you should notify the HR Department, Legal Department and/or the BPE of the Company.

  The laws of competition assure that companies will engage in competitive business through lower prices, innovative and better products and services. The laws of competition also protect companies from abusive and/or unfair practices by dominant companies, providing conditions for everyone to compete openly and fairly. iMetrix Solutions Private Limited supports the purposes of the competition laws. We strongly believe that our Company achieves better performance in a competitive market space.

  It is your responsibility to understand the laws of land where the business is being conducted, and to seek guidance from the HR, Legal Department as and when required. You must strictly abide by all competition laws and regulations as required by the company and the laws.

  Whenever you are uncertain about the laws of competition, you should refer to the Legal or HR Department of the Company.

• 5.2 Compliance with Applicable Anti-Bribery Law & Regulations

  The Prevention of Corruption Act, 1988 prohibits the direct and indirect offer, payment, solicitation, or acceptance of bribes or similarly facilitating payment in any form is unacceptable, thus, be especially careful of the following points:<

  • 5.2.1 We do not take and offer improper benefits

    At iMetrix Solutions Private Limited, it is totally unacceptable to give or take gifts, payments or other benefits to influence a business decision. Anyone who wishes to give or take a gift, payment or other benefit, should obtain prior approval from the HR Head and their immediate reporting supervisor about the same. Should it be embarrassing for the Company to refuse a business gift, you should notify the HR Head and Legal Head about your taking the gift. The legal advisers will help you to determine an appropriate destination for the gift in question. In addition, do not prepare or accept a business gift, payment or any other benefit of a significant value in the name of close family member of someone with whom the Company has a business relationship or would like to establish a possible business relationship.

    Follow this rule: Refrain from accepting a business gift or service if it will compromise you or give others the impression that it would compromise you. This does not include business meals that are occasional in nature, which may be reciprocal or business gifts up as per the applicable policy, if any, of iMetrix Solutions Private Limited.

  • 5.2.2 No special benefit to the officials of government

    It is evident that there are special rules establishing suitable conduct when negotiating with the regional local government, and international governments as well. These rules differ from the rules of negotiation with non-government organizations. You should not try to influence or pressure the decision of government officials or make a transaction based on a promise of a business gift or any other benefit, or through any other kind of illegal incentive. Therefore, it is very important that you cannot give any gift, or participate in any entertainment event or offer any other object of value to a government official except with previous approval from the Managing Director and the HR/Legal Head of the Company. Additionally, if you are involved in any of these activities, you should notify the Managing Director and the Legal Department of the Company immediately. The Company policy on corruption strictly forbids our employees or their agents to offer or give money or objects of value - in cash or in kind, directly or indirectly, through a third party - to any local or foreign official, to induce such official to influence any government act or decision or to help the Company to secure or to retain business.

    To ensure this policy is observed as required, the Company will not make any payment or offer anything of value associated with the business activities of the Company to government officials, directly or indirectly, except when previously authorized by the approval from the Managing Director, of the Company in a lawful manner under the applicable laws of India. Always be straightforward and honest in all transactions and communication with government officials. Any false statement or warrant made to government officials (verbally, or in writing) and, particularly, any false statement or warrant made under oath, may expose the Company and its employees to substantial harm or loss.

  • 5.2.3 Zero Political Donations

    No Company fund or asset may be used to make payments to any political party or candidate to a political office in the state, or local level of government. A political donation includes direct donations (i.e., money) and "donations in kind". A donation in kind may include the purchase of tickets for fund-raising events, contribution of services, and volunteer work of iMetrix Solutions' employees on Company time and the utilization of company's facilities for fund-raising events or political purposes. If you have any questions about donations in kind, contact the HR/Legal Department of the Company.

    Employees of iMetrix Solutions Private Limited are free to make personal donations to candidates or to political parties of their own choice. A personal donation is the sole responsibility of the donating person. The company assumes no responsibility or liability with regard to a personal donation. No personal donation should be made with the intent of aiding iMetrix Solutions Private Limited or any of its affiliated companies to obtain or retain business.

• 5.3 Compliance with applicable International Trade Rules/Regulations

  Under the national and international business transactions, the Company abides by all applicable and required import / export service laws. These laws impose limitations on the types of products and services that may be imported/exported. The employees of iMetrix Solutions Private Limited must carry out

  Company operations in full compliance with the laws of the countries where the Company operates. However, it is always better to verify and evaluate whether there is a conflict between the laws of the two countries or the Company policy. In the event of such a conflict, you should notify the HR, Legal Department and/or the BPE of the Company.

• 5.4 Compliance with applicable Securities Laws and Regulations

  Time to time, you may come to be in possession of inside information about iMetrix Solutions Private Limited, which the Company does business or is in the middle of any deals, negotiations, etc - i.e., information that is not yet in the public knowledge or domain - such as prospective acquisitions or marketing plans or the introduction of new services, products, etc. According to the applicable security exchange laws and the policy of the Company:

  • You should not engage into any deals or negotiate, for your own benefit or for the benefit of a third party, shares of stock or securities of the Company to which the relevant inside information is about.
  • You should not encourage or induce a third party to buy or sell shares of stock or other securities based on the inside information about the Company.
  • You should not disclose inside information to a third party or parties outside of the Company.

  If you are uncertain whether or not a certain piece of information has been released to the public, you should contact the HR/Legal Department (if applicable) and refrain from negotiating securities/stock of the affected company or to disclose the information until you are notified that the said information is not relevant or has been disclosed and assimilated by the public.

• 5.5 Internal Control

  One of the core policies at iMetrix Solutions Private Limited is to maintain effective internal control systems to ensure compliance with the applicable laws and corporate policies, to protect and prevent misuse of company assets, and to ensure appropriate authorization for company transactions and other corporate activities. All of the employees are expected to maintain accurate and complete internal records of all business activities in the company and arrange for appropriate authorization and documentation of transactions and commitments with business partners, vendors, clients, etc according to the applicable internal control policy of iMetrix Solutions Private Limited.

  Any internal control policy of the Company relating to the disclosure of the important information shall comply with the applicable securities laws and stock exchange guidelines.

• 5.6 Compliance with applicable Company Records Retention Requirement

  iMetrix Solutions Private Limited will follow and abide by all laws and regulations pertaining to the retention of company records (including physical documents and electronic data). The Company policy for document retention establishes the rules, procedures and requirements for the retention of records. Upon receiving any judicial order, warning of litigation, legal notice or threat of government investigation, contact the HR/Legal Head. In this case, you should retain all the records that may be connected to the judicial order or legal notice, whether or not they are relevant to the litigation or have any bearing on the investigation should not matter. Do not destroy or change these records, as it may give cause to severe consequences - including civil and/or criminal sanctions - to the Company and the employee himself/ herself. If you do not know for sure whether or not a certain record relates to the judicial order, investigation, litigation, or the legal notice, refer to the HR/Legal Department for clarification prior to changing and/or eliminating the record in question.

Our Relationship with Environment:

A healthier and clean environment is important to iMetrix Solutions Private Limited not only because this is the right thing to do, but also because it is smart from a business standpoint. We are playing our role in protecting the planet and are working safely to protect the environment for future generations.

"We promote open communication with the public while looking forward to establish active and productive partnerships with the communities in which we operate. We will continue sharing information with consumers about the environmental programs and our policies, working with community leaders and local organizations so they join us in our effort to protect the environment for future generations."

• 6.1 Our Pledge and Commitment to Sustainability

  At iMetrix Solutions Private Limited, sustainability is a key aspect of business, and is very critical to the success of our Company. It is deeply rooted in the values of iMetrix Solutions as well, of social responsibility, teamwork, and continuous improvement for the betterment of all with the Company.

  Our Company sustainability will ensure that its business will consistently and responsibly increase for the benefit of the people and organizations we serve: employees, shareholders and all stakeholders as we promote the welfare of future generations.

• 6.2 Environmental/Ecological Protection and Preservation

  iMetrix Solutions Private Limited has a long-standing commitment to environmental protection. Therefore, every one of us must comply with all applicable laws and regulations. No individual or Company director is authorized to be noncompliant with this policy, direct, approve or condone or to authorize such conduct by any third parties.

  In our ever changing world, a socially responsible and respectable method for work is very important for iMetrix Solutions Private Limited. These efforts continually result in increased efficiency and thereby enhance financial returns for the Company, but there is always room to improve.
  

For Questions/Concerns:
Should you have questions or concerns about the interpretation or utilization of the Code, or any policy, procedure or standard associated with iMetrix Solutions, you should discuss the issue with your supervisor/HoD, Human Resources or Legal Department or BPE of the Company with the following contact information:

Best Practices Executive (BPE)
Address: iMetrix Solutions Private Limited,
Email: bpe@imetrixsolutions.com Phone:022 - 41231010 / 9029062930