CODE OF CONDUCT FOR SENIOR MANAGEMENT AND EMPLOYEES

VYAPAR INDUSTRIES GOVERNANCE POLICIES

Good corporate governance begins with a Company’s own internal practices and policies. While corporate governance issues are common across organizations, each Company requires governance principles that are unique in their approach.

The principles that will guide our actions and the manner of conducting our businesses will be articulated in the sections that follow. These flow from our commitment to be a moving force in the nation’s progress without in any way compromising our core values and our unswerving attachment to business ethics. These principles focus on issues that are considered to be significantly important to the governance process as we, in VIL, see it.

The Board of Directors of VIL has set up a corporate governance Cell reporting to the Chairman of the Board, that will oversee the implementation of these Policies and its compliance. It is also the responsibility of the Cell to review the efficacy of these Policies and suggest amendments to make them responsive to the changing times.

For this initiative to be successful, the guiding principles should be clearly understood and put into practice at every level within the Company. This Code should be adhered to in letter and in spirit. The application of these principles would be governed by internally designed procedures that are unambiguous and clearly understood.

Good governance is, ultimately, the sine qua non for continued growth and prosperity.