CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

1. INTRODUCTION
Millennium Online Solutions India Ltd. is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and ethical conduct.
This Code of Conduct (“Code”) reflects the business practice and principles of behavior that support this commitment. The Board of Members (“the Board”) is responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. The Code is intended to provide guidance and help in recognizing and dealing with ethical issues and to help foster a culture of honesty and accountability. Every Director and Senior Personnel (hereinafter collectively referred as “Members”) is expected to read and understand this Code and its application to the performance of his or her duties, functions and responsibilities.
Every Member must –

• represent the interests of the shareholders of the Company;
• exhibit high standards of integrity, commitment and independence of thought and judgement;
• dedicate adequate time, energy and attention to ensure the diligent performance of his/her duties including making all reasonable efforts to attend Board or Committee Meetings; and
• comply with every provision of this Code.

2. COMPLIANCE OFFICER
The Compliance officer is entrusted with responsibility for administering this code. Members, at their discretion, may make any report or complaint provided for in this Code to the Chairman of the Board of the Company or to the Compliance Officer.

3. COMPLIANCE WITH APPLICABLE LAWS

In discharge of their duties and responsibilities, Members must comply with all applicable laws, rules and regulations. These would include securities laws, insider trading laws and the Company’s insider trading compliance policies.

4. CONFLICTS OF INTEREST

Members must avoid conflicts of interest. Members should also be mindful of, and seek to avoid, conduct which could reasonably be construed as creating an appearance of a conflict of interest. While Members should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any interests that adversely influence the performance of their duties, functions and responsibilities as Members of the Company. A conflict of interest can arise when a Director or a Member of his/her immediate family receives improper personal benefits as a result of his/her position as a Director of the Company. A conflict situation can also arise when a Director takes an action or has an interest that may make it difficult for him or her to perform his or her duties, functions and responsibilities objectively and effectively.

5. CORPORATE OPPORTUNITY

Members shall not –

• compete with the Company; or
• take for themselves personally any business opportunities that belong to the Company or are discovered through the use of corporate property, information or position; or
• use corporate property, information or position for personal gain.

6. CONFIDENTIALITY
All Members must maintain the confidentiality of confidential information entrusted to them or disclosed or acquired by them in carrying out their duties and responsibilities, except where such disclosure is authorised by the Company or is required by laws, regulations or legal proceedings. The term “confidential information” includes, but is not limited to, non-public information that might be of use to competitors of the Company or harmful to the Company or its customers, if disclosed. Whenever feasible, Members should consult the Chairman of the Board or the Compliance Officer if they believe they have a legal obligation to disclose confidential information.

7. FAIR DEALING

Members should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. No Members shall take unfair advantage of the Company’s customers, suppliers, competitors or employees through manipulation, concealment, abuse of privileged information.  Gifts or entertainment in any form that is likely to result in a feeling of expectation of personal obligation should not be extended or accepted.

8. PROTECTION AND PROPER USE OF COMPANY ASSETS

Members should perform their duties in a manner that protects the Company’s assets and ensures their efficient use. The Company’s assets should be used for legitimate business purposes.

9. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR

Members are encouraged to promptly contact the Chairman of the Board or the Compliance Officer if the Members believes that he or she has observed illegal or unethical behavior by any employee, officer or director, or by any one purporting to be acting on the Company’s behalf or any violation or possible violation of this Code and the reporting Director has any doubt as to the best course of action in a particular situation. Confidentiality will be maintained, to the extent permitted by law.

10. PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Board of India, the Reserve Bank of India and/or the concerned Stock Exchange(s) on which the securities of the Company are or may be listed be full, fair, accurate, timely and understandable. The Members shall provide information necessary to ensure that the Company’s published reports to meet these requirements. The Company expects Members to provide prompt and accurate answers to enquiries relating to its public disclosure requirements.

11. AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended, modified or waived only by the Company’s Board of Directors and must be publicly disclosed if required by any applicable law or regulation. As a general policy, the Board will not grant waivers to the Code.