Code of Conduct for Board Members & Senior Management of the Company

This Code of Conduct for Members of the Board of Empee Sugars and Chemicals Ltd. and Senior Management (the “Code”) helps to maintain the standards of business conduct for Empee Sugars and Chemicals Ltd. (the “Company”) and ensures compliance with legal requirements and terms of the listing Agreement. The purpose of the Code is to promote ethical conduct by setting tone at the Top and deter wrongdoing. The matters covered in this Code are of the utmost importance to the Company, its shareholders and stakeholders and are essential so that it can conduct business in accordance with legal and ethical values to which the Company is strongly committed.

The Code is applicable to the following persons, referred to as “Officers”:

1. Members on the board of Empee Sugars and Chemicals Ltd
2. Senior Management personnel which includes executives who are in the grade of General Manager and above; all executives directly reporting to the Chief Executive and Company Secretary.
3. All professionals at corporate serving in the roles of finance, tax, accounting, treasury and internal audit

Ethical business conduct is essential for the business of the Company. Accordingly, Officers are expected to read and understand this Code, uphold these standards in day to day activities and comply with all applicable laws, rules and regulations,

Officers should sign an acknowledgement indicating that they have received, read and understood and agree to comply with the Code. Officers will be obligated to submit their signed acknowledgement indicating their continued understanding of and commitment to the Code, each year in March.

Nothing in this Code, in any Company Policies and Procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

In performing their functions, the directors and senior management of the Company shall:

• act honestly, diligently and in good faith and with integrity in all their dealings with and for the Company.
• not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use / allow the use of such information for the financial benefit for any other person.
• not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company.
• maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.
• abide by all applicable laws and regulations including the Company's Prohibition of Insider Trading code.
• not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the Company or from other employees of the company.
• not accept gifts in cash or kind, either by themselves or by their close family members, particularly if this is likely to lead to a business relationship with the company. (However, an exception to this may be made for non cash gifts upto a value of Rs.2000/, and for items that can be reciprocated such as tickets to events, business meals etc. If refusing a gift beyond this value, would affect a relationship with the company, the gift may be accepted and handed over to the company.)
• not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Compliance Officer.
• not employ any of their relatives or deal with them on Company’s behalf without proper authorization, obtained after disclosing their relationship.
• treat all employees with dignity, respect and concern and treat them on parity at all times.

In addition, in performing their Board and Board Committee functions, the directors shall:

• not hold position of Director/Advisor with a competitor Company
• Inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as a Board member.

This Code embodies the belief that acting always with the company’s legitimate interest in mind and being aware of the company’s responsibility towards its stakeholders is an essential element of the company’s long term excellence.

Any amendment or modification of this Code would be approved by the Company’s Board of Directors or a duly authorized Board Committee.

X Close Change of Registrar & Share Transfer Agents M/s Cameo Corporate Services Limited, (1, Subramanian Building, Club House Road Chennai-600 002. Tel : 28460390/28461989. Email-id:investor@cameoindia.com) have been appointed as Registrars & Share Transfer Agents (RTA) of the Empee Sugars & Chemicals effective 1st May, 2008 in place of Intime Spectrum Registry Limited, Mumbai. All correspondences pertaining to shares may kindly be addressed to them.