A MESSAGE FROM OUR LEADERSHIP
Ethical conduct is the cornerstone of how the team at Luthra Industrial Corp. does business. Our continued success relies on our reputation, which is built on the decisions and actions of every employee, officer and partners of Luthra Industrial Corp. Each of us is equally responsible for embracing the highest level of ethical behaviour in all situations.
This Code of Conduct establishes the principles that guide our daily actions. Whether we are working with customers, vendors, business partners or neighbours, it is essential that we always act with integrity. That means being honest, following the letter and spirit of the law, honouring our commitments and doing what is right – without compromise.
As Luthra Industrial Corp. representatives, we all share the important work of protecting our reputation for ethical behaviour and sound conduct.

INTRODUCTION
This code of conduct (here after referred as “Code”) is provided for guidance and contains general information about Luthra Industrial Corp. and how it operates. This code is designed to provide its employees , agents and consultants with uniform knowledge of Luthra Industrial Corp’s policies and to ensure equitable and consistent application of those policies. It is the responsibility of each employee to comply with the standards set out in the code and for each functional head, manager and supervisor to administer those policies consistently and impartially and in accordance with applicable laws. Luthra Industrial Corp. reserves the right to amend, alter or terminate this code and include more detailed policies under a particular head of the code at any time or for any reason. The partners and members of senior management shall affirm compliance with the code on an annual basis.

1. NATIONAL INTEREST
Luthra Industrial Corp. shall not undertake any project or activity to the detriment of India’s national interests. Luthra Industrial Corp. shall endeavour to ensure
(a) Economic development of the country in which it operates and
(b) That the practices adopted by us, benefits the country, localities and communities within which it operates.
Luthra Industrial Corp. should conduct business in a manner that respects the respective jurisdiction’s culture, customs and traditions and at the same time is beneficial in all respects to such jurisdiction.

2. FINANCIAL REPORTING
Luthra Industrial Corp’s accounting records and financial statements should at all times accurately reflect the nature and position of its business and the transactions carried out by the organisation. No employee should make any wilful misstatements in such records which could lead to initiation of civil or criminal action under laws of a particular jurisdiction on him or the company. Luthra Industrial Corp. shall maintain its accounting records and financial statements in reasonable detail and ensure that they confirm to the applicable legal requirements and generally accepted accounting principles of the relevant jurisdiction. Internal accounting and audit procedures of Luthra Industrial Corp. shall fairly, accurately and completely reflect all of such organisation’s business transactions and disposition of assets and liabilities. All required information should beaccessible to organisation’s auditors and other authorized parties and government agencies.
There should be no wilful omissions of any transaction from the books and records, no advance-income recognition or delayed-expenses recording (except where justified under generally accepted accounting principles of India, such as for accruals for anticipated future expenses), and no hidden bank account and funds. Any wilful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of the code.

3. PROVISION OF EQUAL OPPORTUNITIES
The recruitment, training, hiring, compensation, promotion, terminating practices of Luthra Industrial Corp. shall be completely based on an individual’s qualifications and ability to perform the job. Luthra Industrial Corp. is committed at maintaining a diverse workforce and ensures that no employee is discriminated against on grounds of race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of Luthra Industrial Corp. shall be treated with dignity and in accordance with Luthra Industrial Corp. policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological. Employee policies and practices should be administered in a manner consistent with applicable laws and other provisions of this code and that in all matters equal opportunity is provided to those eligible and decisions are based on merit, including with regard to the employment, retention, and promotion of employees at all levels within the company.

4. SEXUAL HARASSMENT
Luthra Industrial Corp. shall maintain a positive environment at the workplace in which individuals can work in an atmosphere free from coercion and intimidation. Sexual harassment is destructive of such environment and will not be tolerated by Luthra Industrial Corp. All Luthra Industrial Corp. policies and practices should be administered in a manner consistent with applicable laws concerning sexual harassment in the workplace. All allegations of sexual harassment will be taken seriously by Luthra Industrial Corp.
Sexual harassment at work place should include “unwelcome” acts or behaviour (whether directly or by implication):
(i) Physical contact and advances. (ii) Demand or request for sexual favours. (iii) Making sexually coloured remarks. (iv) Showing pornography and (v) Any other unwelcome physical, verbal or non-verbal conduct of a sexual nature. Employees who engage in sexual harassment may be subject to potential criminal liability as well as strict disciplinary action, up to, and including termination of employment.

5. PROHIBITION OF BRIBES, GIFTS & DONATIONS
Luthra Industrial Corp. strives to do business through proper means and actions. Therefore, we must avoid any behaviour that could be perceived as a form of bribery or corruption. Luthra Industrial Corp. and its employees shall not receive directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended to, or perceived to obtain business or uncompetitive favours for the conduct of their business. No employee of Luthra Industrial Corp. should accept gifts, meals, entertainment or any other favour from customers or suppliers which might compromise, or could be interpreted to compromise, the ability of such employee to make decisions in the best interests of the organisation.
Luthra Industrial Corp. shall offer full cooperation to governmental authorities in an effort to eliminate all forms of bribery, fraud and corruption. Any gifts, meals, or entertainment offered to government officials should be compatible with applicable laws. No employee should make, authorize, abet or collude in an improper payment, unlawful commission or bribing.

6. FAIR COMPETITION
Luthra Industrial Corp. shall compete fairly with its competitors through honest and fair business practices. As an organisation, while interacting with various parties, we must not seek any unfair advantage or misrepresent our products or services in any manner. Likewise, we must not make false or misleading statements with regard to our competitors’ products. During the course of business, data pertaining to competitive information should not be obtained using illegal means. Luthra Industrial Corp. should at all times abide by the existing anti-trust and competition laws in each jurisdiction where it operates. Luthra Industrial Corp. should not be part of any activity which generates or supports the formation of monopolies or cartels and other unfair trade practices.

7. THIRD PARTY REPRESENTATION
Parties which have business dealings with Luthra Industrial Corp. such as consultants, agents, sales representatives, distributors, channel partners, contractors and suppliers, should not be authorized to represent Luthra Industrial Corp. without the written permission of the partners of Luthra Industrial Corp.
Third parties and their employees are expected to abide by the code in their interaction with, and on behalf of Luthra Industrial Corp. Luthra Industrial Corp. shall enter into non-disclosure agreements with third parties to support confidentiality of information. Luthra Industrial Corp. and its employees are expected to be careful and take particular care while evaluating a third party who might interact with the government on behalf of Luthra Industrial Corp.

8. POLITICAL NON-ALIGNMENT
Luthra Industrial Corp. should be committed to and support the constitution and governance systems of the country in which they operate. Luthra Industrial Corp. should not support any specific political party or candidate for political office. The conduct of Luthra Industrial Corp. should preclude any activity that could be interpreted as mutual dependence or favour with any political body or person.

9. GOVERNMENT AGENCIES
Luthra Industrial Corp. and its employees shall not, unless mandated under applicable laws, offer or give organisation’s funds or property as donation to any government agency or its representative, directly or through intermediaries, in order to obtain any favourable performance of official duties or otherwise secure an improper advantage in dealings with any person.

10. PROMOTING A HEALTHY, SAFE AND SUSTAINABLE ENVIRONMENT
Luthra Industrial Corp. places highest value on the safety and well-being of its employees, as well the safety and well-being of the communities within which it operates. Each of us has a responsibility of maintaining a safe and healthy working environment, avoiding the wasteful use of natural resources. Luthra Industrial Corp. should comply with all applicable health, workplace, and environmental laws, including those related to workplace safety and the emission of pollutants into the environment, water and air.

11. DRUGS AND ALCOHOL
The abuse of drugs and alcohol can threaten the safety of our employees and have an adverse effect on job performance and Luthra Industrial Corp’s reputation. Luthra Industrial Corp. will not tolerate any employee being under the influence of drugs or alcohol while performing his job, including but not limited to driving on business. Employees who violate our drug and alcohol policy may be subject to potential criminal liability as well as appropriate disciplinary action, including termination of employment.

12. PROBLEM REPORTING AND RESOLUTION
All employees at Luthra Industrial Corp. must conduct all business activities in a way that is consistent with the company’s standards of business conduct. Unethical behaviour is wrong and can damage the organisation. Employees are urged to seek answers or clarification if there are any doubtful or “grey” areas. To help ensure that the company’s standards of business conduct are enforced, all employees must understand and accept their obligation to report any violations and know that they can do so in confidence and without fear of retaliation.
Whenever an employee comes to know of a violation of company policy related to standards of business conduct, he is required to disclose the violation as soon as possible to his/her supervisor, department head or the management.

13. RESPECT AND CONCERN FOR EACH OTHER
Integrating the unique attributes and talents of a diverse workforce allows for greater flexibility and creativity in the workplace and in the community. Preventing harassment, discrimination and threats is a matter of respecting each other’s rights and dignity, which is a basic value at Luthra Industrial Corp. All employees and business associates at Luthra Industrial Corp. are entitled to conduct their work in an environment free of these distractions.
To help ensure such an environment, all employees at Luthra Industrial Corp. take any discrimination, harassment or threat seriously and promptly report to his/her supervisor, department head or the management.
Luthra Industrial Corp. has a responsibility to its employees to ensure decisions are based on qualifications, abilities, merit, service and performance and not on personal considerations. The company policy prevents “related employees” from supervising other “related employees” to ensure no actual or perceived favoritism exists in the workplace.
No “related employees” are permitted to improperly influence the hiring, work responsibilities, salary, hours, career progress, benefits, termination or other terms and conditions of employment of other “related employees.” to ensure no employee is in such a position, employees may not supervise, directly or indirectly, other employees related by blood, marriage, or engagement to be married. Individuals who are “related employees” can work for the company provided no actual or perceived reporting relationship exists. It is against company policy for you to supervise, directly or indirectly, any “related employee” in any position for any amount of time.

15. HUMAN TRAFFICKING AND SLAVERY
In furtherance of Luthra Industrial Corp’s commitment to ensure that we respect the rights and dignity of others, it is important that we do not engage in, or benefit from, slavery, and other forms of forced labour and human trafficking. In particular, we need to be sure that we do not cause, participate in, assist, or knowingly benefit from the enslavement, involuntary servitude, forced labour, or debt bondage of any person.

16. QUALITY OF PRODUCTS AND SAFETY
To the extent applicable, Luthra Industrial Corp.should comply with all laws and regulations concerning product quality and safety. We are committed to product safety at manufacturing stages. By complying with the laws & regulations, Luthra Industrial Corp.policies that govern the development, manufacturing, testing, inspection, storage, transportation, use and disposal of our products, we help ensure the integrity of Luthra Industrial Corp.No employee should take any action that could jeopardize our customers’ confidence or trust in the quality and safety of our products.

17. CORPORATE SOCIAL RESPONSIBILITY
Luthra Industrial Corp.takes very seriously its responsibility to the communities it serves. Luthra Industrial Corp.believes in compensating its employees fairly and in accordance with applicable law. Employees at Luthra Industrial Corp.should be committed to be good corporate citizen.

Luthra Industrial Corp. should not only be in compliance with all relevant laws and regulations but will also actively assist in the improvement of the quality of life of the people in the communities in which it operates. Luthra Industrial Corp. shall work with the objective of making such communities self-reliant. Luthra Industrial Corp. promotes the well-being of the communities by contributing to programs and initiatives that enhance the quality of life in such communities. Luthra Industrial Corp. should not treat these activities as optional but shall strive to incorporate them as an integral part of its business plan.

18. COOPERATION OF AFFILIATED COMPANIES
Luthra Industrial Corp.should cooperate with other group companies including applicable joint ventures, by sharing knowledge, physical, human and management resources, and by making an effort to resolve disputes amicably.These actions may be taken as long as they do not adversely affect its business interests.

19. COMMUNICATING WITH THE PUBLIC, MEDIA AND THE INVESTORS
In order to protect the reputation of Luthra Industrial Corp., it is important that we communicate accurately and consistently with the external audiences including members of the general public. With the rise of social media and social networking sites, it is important to understand that any information shared, becomes public. Employees should be cautious when discussing organisation’s matters in public forums or with anyone outside the organisation. As discussed elsewhere in the code, employees should never share confidential information with outsiders unless authorized to do so. Information should be shared with public forums or social networking sites only by personnel who are duly authorized to do so by the organisation.

20. USE OF THE LUTHRA INDUSTRIAL CORP. BRAND
The use of the Luthra Industrial Corp.name and trademarks shall be governed by manuals, codes and agreements to be issued by Luthra Industrial Corp.
No employee, third party or joint venture shall use the Luthra Industrial Corp.brand to further its interests without specific authorization.

21. REGULATORY COMPLIANCE
Partners and Employees of Luthra Industrial Corp., in their business conduct, should comply with all applicable laws and regulations, in letter and spirit, in all the territories in which they operate. If the ethical and professional standards of applicable laws and regulations are below that of the code, then the standards of the code shall prevail. As good governance practice, the employees shall safeguard the confidentiality of all information received by them by virtue of their position.

22. CONCURRENT EMPLOYMENT
An employee of Luthra Industrial Corp. should not, without the requisite, officially written approval of Luthra Industrial Corp. , accept employment or a position of responsibility (such as a consultant) with any other company outside the Luthra group, nor provide freelance services to anyone, with or without remuneration.

23. CONFLICT OF INTEREST
Conflicts of interest arise when employees’ personal activity or interest interferes with the business interests of the organisation. In many cases, even the appearance of a conflict of interest can have serious consequences for employees and the organisation. An employee of Luthra Industrial Corp. shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of Luthra Industrial Corp.A conflict of interest, actual or potential, may arise where, directly or indirectly where
(a) An employee of Luthra Industrial Corp.engages in a business, relationship or activity with anyone who is party to a transaction with his organisation or
(b) An employee is in a position to derive a personal benefit or a benefit to any of his relatives, or
(c) An independent judgment of Luthra Industrial Corp’s best interest cannot be exercised.
The main areas of such actual or potential conflicts of interest shall include the following:
I. An employee of Luthra Industrial Corp. conducting business on behalf of his/her company or being in a position to influence a decision with regard to his/her company’s business with a supplier or customer where his/her relative is a principal officer or representative, resulting in a benefit to him/ her or his/ her relative.
II. Award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee of Luthra Industrial Corp. ,where such an individual is in a position to influence decisions with regard to such benefits.
III. Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the organisation.
Adequate and full disclosure by interested employees should be made to Luthra Industrial Corp.management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, including parents, spouse and children, may have in a family business or a company or firm that is a competitor, supplier, customer or distributor of or has other business dealings with his / her company. Upon a decision being taken in the matter, the employee concerned should be required to take necessary action, as advised, to resolve and/or avoid the conflict.
If an employee fails to make the required disclosure and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management should take a serious view of the matter and consider suitable disciplinary action against the employee.

24. ENSURING DATA PRIVACY AND SECURITY
Luthra Industrial Corp.maintains sensitive data and other information which is valuable to the functioning of its business. It is imperative that such information does not end up in the wrong hands. Thus, only employees who have a need to use confidential data or sensitive information will have access to it. Whenever Luthra Industrial Corp.receives a request to disclose potentially sensitive or confidential information such disclosure must be both appropriate and legally necessary.
As part of their employment or association by Luthra Industrial Corp., employees or persons with whom Luthra Industrial Corp. has a business relationship may provide personal information to Luthra Industrial Corp.Such information might include home and e-mail addresses, family information, medical information for benefits purposes, and other personal information. Such information should be used only for business purposes, and for the reason for which it was supplied, unless prior permission is first given for other use. All such information is to be collected, used, and retained in compliance with the laws of the countries where Luthra Industrial Corp. does business.

25. PROTECTING ORGANISATION ASSETS
Each and every employee of Luthra Industrial Corp. is obligated to protect the assets of Luthra Industrial Corp., including financial assets, trade secrets, other proprietary information as well as other tangible or intangible property. An employee of Luthra Industrial Corp. should never use proprietary information for personal gains during the course of employment or even after leaving the organisation. Resources such as raw materials, equipment, office supplies and technology are intended exclusively for business purposes and their theft, loss, abuse or misuse must be prevented. Organisation’s all assets are to be used only for conducting operations of Luthra Industrial Corp.or for purposes otherwise authorized by management.
Only partners and authorized employees are allowed to make commitments of, or affecting, Luthra Industrial Corp’s assets.

26. CITIZENSHIP
Subject to applicable laws, the involvement of a Luthra Industrial Corp. employee in civic or public affairs shall be with express approval from the partners, subject to this involvement having no adverse impact on the business affairs of the organisation.

27. INTEGRITY OF DATA FURNISHED AND TRADE SECRETS
Officers/Department Heads and Employees are under an obligation of ensuring the integrity of the data furnished. The confidentiality of all data must be retained and should not be shared with any outsider without receiving consent of the management.
Officers/Department Heads and Employees of Luthra Industrial Corp.should respect the importance of the organisation’s trade secrets and other confidential information. A trade secret constitutes any information that is used in connection with Luthra Industrial Corp.business that is not generally known or easily discovered to persons outside of Luthra Industrial Corp.Trade secrets can include information relating to business strategy, new product plans, marketing or sales information, strategic objectives, employee, customer, or vendor lists, and other information that is not generally known. Such information should not be disclosed outside of Luthra Industrial Corp.except by authorized persons and on a need-to-know basis, using appropriate protections, such as agreements to protect the information, marking of the information, and encryption.
The obligation of any employee and partner of Luthra Industrial Corp.to protect such information continues after departure from the organisation.

28. ETHICAL CONDUCT
Luthra Industrial Corp.is committed to upholding the highest legal and ethical standards, regardless of when and where the business is conducted. This code lays down the basic guidelines which assist the employees and partners to make good business decisions on behalf of the company. The employees and partners must conduct themselves in a manner that is fair and transparent and be perceived to be so by third parties.
Every employee of Luthra Industrial Corp. shall preserve the human rights of every individual and the community, and shall strive to honour commitments. However, no set of guidelines can anticipate every question or concern and hence each employee is expected to use good judgment and seek assistance whenever required.
Every employee shall be responsible for the implementation of and compliance with the code in his / her environment. Failure to adhere to the code could attract severe consequences, including termination of employment.

29. NO RETALIATION
Luthra Industrial Corp.does not permit retaliation in the workplace for the reporting of violation of this code or the exercise of legal rights. All allegations of retaliation are taken seriously, investigated promptly and acted upon appropriately. Appropriate action, including disciplinary action up to termination, should be taken against persons found to have engaged in retaliation against a person who makes a report or complaint.

NOTE:
1. Luthra Industrial Corp. Code of Conduct does provide a full, comprehensive and complete explanation of all the rules that employees are bound to follow. Employees have a continuing obligation to familiarize themselves with all applicable laws, organisation policies, procedures and work rules.
2. For the purpose of this code, senior management shall mean personnel of the organisation who are members of its core management team comprising of members one level below the partners including the functional heads.