CODE OF CONDUCT POLICY

Code of Conduct Document, Soma Tollways Private Ltd (STPL) would like to make sure that you are
familiarized with Code of conduct applicable to all Employees working with us.

The code of conduct is a guideline of our existing climate, principles & philosophy for running the
business. Each employee of STPL working on employment, contract, internship or consultant (hereon
referred as “Employee”) basis MUST to be aware, accept & practice these codes of conduct to carry
forward our reputation & values.

STPL work environment thrives on high standards of conduct, transparency & fairness which are set
as per this Code of Conduct.

Ethical Conduct:

Successful business operation & reputation of STPL Entities is built upon principles of fair dealing &
ethical conduct of our Employees. Our reputation for integrity & excellence requires careful
observance of spirit & letter of all applicable laws & regulations, as well as a scrupulous regard for
the highest standards of conduct & personal integrity. Continued success of STPL is dependent upon
stakeholders’ trust & we are dedicated to preserving that trust. STPL Employees owe a duty to us, its
stakeholders to act in a way that will merit the continued trust & confidence of public. STPL will
comply with all applicable laws & regulations & expects its directors, officers & Employees to conduct
business in accordance with the letter, spirit & intent of all relevant laws & to refrain from any illegal,
dishonest, or unethical conduct. In general, use of good judgment based on high ethical principles
will guide you with respect to lines of acceptable conduct. If a situation arises where it is difficult to
determine proper course of action, the matter should be discussed openly with your immediate
supervisor & if necessary, with management for advice & consultation. Compliance with this policy of
business ethics & conduct is responsibility of every STPL employee.

Disregarding or failing to comply with these standards could lead to disciplinary action, up to &
including possible termination of employment/ consulting contract.

BUSINESS & EMPLOYEMENT ETHICS & CONDUCT

1) REGULATORY COMPLIANCE:
Every employee of STPL, shall, in his/ her business conduct, comply with all applicable laws &
regulations, both in letter & in spirit, in all the territories in which he/she operates.

2) MAINTAINING PERSONAL & PROFESSIONAL INTEGRITY:

All Employees of STPL must maintain personal & professional integrity in his/ her work &
transactions related to STPL, it’s customers, Employees or business partners. He/ She must
ensure that terms of all contracts & terms of business be stated clearly & unambiguously to
all the clients & vendors.
3) ILLEGAL CONSIDERATION:
It is unlawful for all Employees to offer or give bribe for purpose of obtaining or retaining
business or obtaining an unfair advantage in any business dealing or transaction. Any
employee whether permanent or trainee or contractual found indulging directly or indirectly
in any such activity shall be subject to disciplinary action, up to & including termination of
employment & legal action even if they do not actually benefit from the deal.
4) SECURITY OF INFORMATION:
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STPL considers its information & infrastructure thereof a valuable corporate asset. To
maintain the security of information obtained in the course of work, no employee may
engage in any of the following behavior.
 To let out undisclosed information to third parties (inside & outside of STPL) without
reasonable justification.
 To use information for personal reasons.
 To modify information without reasonable justification.
 Such information must be safely kept appropriately & strictly according to the
internal rules concerning security.
 Corporate Information: Information concerning STPL business & other activities is an
important asset.
 Information Concerning Business Transactions with Customers & Business Partners:
Employee is obliged to safely keep information concerning STPL customers, service
provide & business partners, which is gained in the course of business transactions.
 Information Concerning Employees: Employees are obliged to appropriately safely
keep personal information concerning other Employees & not to use it for any
unofficial purpose.
 The above concerning corporate information, business transaction, customer
information, business partner, employee & other official information which is gained
in the course of work needs to be carefully handled & may not be disclosed, modify
or destroy it without reasonable justification. Use of such information should be for
the purpose officially approved.

5) CONFLICT OF INTEREST:
Employees have an obligation to conduct business within guidelines that prohibit actual or
potential conflicts of interest. Transactions with outside firms must be conducted within a
framework established & controlled by the executive level of STPL. Business dealings with
outside firms should not result in unusual gains for those firms. Unusual gain refers to bribes,
product bonuses, special fringe benefits, unusual price breaks & other windfalls designed to
ultimately benefit the employer, the employee, or both. Promotional plans that could be
interpreted to involve unusual gain require specific executive-level approval. An actual or
potential conflict of interest occurs when an employee is able to influence a decision that
may result in a personal gain for that employee or for a relative because of STPL business
dealings. For the purposes of this code of conduct, a relative is any person who is related by
blood or marriage, or whose relationship with the employee is like that of persons who are
related by blood or marriage. “Presumption of guilt" is NOT created by the mere existence of
a relationship with outside firms. However, if Employees have any influence on transactions
involving purchases, contracts, or leases, it is imperative that they disclose to an officer of
STPL as soon as possible the existence of any actual or potential conflict of interest so that
safeguards can be established to protect all parties. Personal gain may result not only in
cases where an employee or relative has a significant ownership in a firm with which STPL
does business, but also when an employee or relative receives any kickback, bribe,
substantial gift, or special consideration as a result of any transaction or business dealings
involving STPL.

6) NON-DISCRIMINATION:
STPL Employees must deal with clients, suppliers, job applicants & other STPL Employees
without regard to race, color, religion, Gender, national origin, sexual orientation, age,
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disability, military service or marital status. All business decisions shall be considered on their
own merits.

7) SEXUAL HARASSMENT PREVENTION:

STPL has the utmost respect for every person’s right for safe working environment. Thus,
STPL has complete compliance towards various acts regarding Sexual Harassment
prevention. Any offence in this regard will lead to Immediate Termination of employee
engaging in any act identified as Sexual harassment in various laws. Detailed references for
Sexual Harassment Prevention measures, steps to be taken in case of complaints for the
same can be found in separate policy created on this topic.

8) OUTSIDE EMPLOYMENT:
Employees may not hold outside jobs nor provide “free-lance” services to anyone during
tenure of employment with STPL. In special cases, management may give specific permission
to Employees on a case to case basis. However, if STPL determines that an employee's
outside work interferes with performance or the ability to meet the requirements of STPL as
they are modified from time to time, the employee may be asked to terminate the outside
employment if he or she wishes to remain with STPL.

9) PASSWORD PROTECTION GUARANTY:

While working, employee will be handling tools, information or networks that are protected
by password. Employee must guarantee protection of password handled by him/ her & must
ensure no breach on usage of these tools.

10) GIFTS & ENTERTAINMENT:

In all matters related to gifts & entertainment, it is the responsibility of STPL employee to
exercise good judgment. Any gifts equal to more than monetary value of Rs. 5,000/- needs to
be brought to attention of the reporting manager, before same is accepted. Offering or
accepting gifts & entertainment is appropriate only if there is specific business purpose &
expenses incurred are necessary.

11) PROTECTION OF CORPORATE ASSETS:

Any employee of STPL may not use facilities, fixtures, funds or information of STPL for any
purpose other than proper business execution for STPL. All Employees are required to ensure
the thorough management of such assets according to the internal regulations of STPL in
order not to incite loss, leakage, theft & illegal use thereof.

12) CONSTANT DELIVERY EXCELLENCE:

All Employees of STPL must strive to serve STPL& it’s customers with excellence by using best
of his/ her professional abilities at all times. He/ She must ensure quick & timely response to
any query, responsibility or expectation from him/ her by STPL, its customer or partners.

13) ADHERENCE TO POLICIES:

Every employee of STPL must adhere completely & willingly to STPL policies, procedures or
processes as applicable at any given time. He/ She must take due care to ensure Safe, Secure
& comfortable work environment for all its Employees & business associates including him/
her.
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14) RESPONSIBILITY TOWARDS TEAM: All Employees of STPL must strive to set an example for
everyone else in company through his/ her Innovation, Work discipline, sustained high
performance, Initiatives to solve problems & Thought leadership. He/ She must share his/
her professional knowledge & experience with fellow Employees for their skill enhancement
& be open to learning from their experiences. Employee may avoid public accusations or
criticisms of other Employees at any level in STPL. Address such issues privately with those
involved or your supervisor for resolution. An employee planning to leave STPL should not
directly or indirectly hire, solicit or encourage another employee to leave the employment of
STPL.

15) REPORTING VIOLATION: Every employee of STPL shall promptly report to the Management
any actual or possible violation of the Code or an event he/ she become aware of that could
affect the business or reputation of STPL.

16) Responsibilities of Employees: All Employees of STPL shall take the initiative to enforce the
adherence of code of conduct & strive to maintain their own work disciplines. In case any
employee notices breach of this code of conduct, it is employees’ responsibility to ensure
that such breach is immediately informed to higher management of STPL for their action.

17) FAILURE TO FOLLOW CODE:

DISCIPLINARY ACTION: To ensure orderly operations & provide the best possible work
environment, STPL expects Employees to follow rules of conduct that will protect the
interests & safety of all Employees & STPL as a whole. It is not possible to list all the forms of
behavior that are considered unacceptable in the workplace. The following are examples of
infractions of rules of conduct that may result in disciplinary action, up to & including
termination of employment:
 Theft or inappropriate removal or possession of property
 Falsification of timekeeping records  Working under the influence of alcohol or
illegal drugs
 Possession, distribution, sale, transfer, or use of alcohol or illegal drugs in the
workplace, while on duty, or while operating employer-owned vehicles or equipment
 Fighting or threatening violence in the workplace  Boisterous or disruptive activity
in the workplace
 Negligence or improper conduct leading to damage of employer-owned or customer-
owned property
 Insubordination or other disrespectful conduct
 Violation of safety or health rules
 Sexual or other unlawful or unwelcome harassment
 Possession of dangerous or unauthorized materials, such as explosives or firearms, in
the workplace
 Excessive absenteeism or any absence without notice
 Unauthorized use of telephones, mail system, or other employer-owned equipment
 Unauthorized disclosure of business "secrets" or confidential information
 Violation of personnel policies
 Outside employment e.g., signing-on for another employment without notification &
written approval from STPL.
 Unsatisfactory performance or conduct
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Disciplinary action may call for any of four steps – verbal warning, written warning,
suspension with or without pay, or termination of employment – depending on the
severity of the problem & the number of occurrences. For disciplinary action following
steps will normally be followed:

 First offence may call for a verbal warning

 Next offence may be followed by a written warning
 Another offence may lead to a suspension
 And still another offence may then lead to termination of employment.

STPL recognizes that there are certain types of employee problems that are serious enough to justify
either a suspension or in extreme situations termination of employment without going through the
usual progressive discipline steps.

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