The Board of Directors (the “Board”) and the senior management of Eicher Motors Limited (Company including its subsidiaries) subscribe to ‘Eicher Code of Conduct’ adopted by all Eicher Group Companies. This Code of Conduct is applicable to all the directors and to the senior management of the Company (from CEO levels upto the General Manager level).

 It is expected that all concerned would :

	dedicate sufficient time, energy and attention to the Company to ensure diligent performance of their duties of office and in exercising their powers attached to that office;
	act honestly and use their powers of office, in good faith and in the best interests of the Company as a whole and fulfill their fiduciary obligations to Company’s shareholders;
	enhance shareholders value and comply with all regulations and laws that govern shareholders’ rights. To inform shareholders about all relevant aspects of the company’s business and disclose such information in accordance with the respective regulations and agreements;
	ensure the confidentiality of information and proper use of information for the purpose the information is provided for or received whilst being in office of Director. Any confidential information is only disclosed if authorised by the company, or the person from whom the information is provided, or as required by law;
	disclose potential conflicts of interest that they may have regarding any matter that may come before the Board and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest;
	not engage in conduct likely to bring discredit upon Company;
	ensure adequacy of systems and controls to protect Company’s assets and property and ensure its efficient use for business purposes;
	ensure that use of ‘Eicher’ brand and logo’s owned by Eicher Goodearth Limited (EGL) shall be governed by its manual, code and agreements entered / to be entered with EGL and as modified from time to time;
	report the suspected violations of this Code to the Chairman of the Board;
	not accept gifts from persons or firms who deal with the Company where the gift is being made in order to influence the directors / senior management actions as a member of the Board / Company, or where acceptance of gifts could create the appearance of a conflict of interest.
	affirm the compliance with the code on annual basis to the Company Secretary, Legal & Secretarial Department. The Annual Report of the Company shall carry a declaration to this effect signed by the CEO of the Company.

Besides the above, comply with all the applicable laws, regulations, Company’s policy and code including Company’s Code of Conduct on Insider Trading and Press Norms for communication.