The need
Era Infra Engineering Ltd., being a listed company is required to have a code of conduct for its directors and members of senior management as per provisions of revised Clause 49 of the listing agreement.

Era has always focused on maintaining highest standards in conducting its affairs ethically and lawfully and has sustained a culture of high ethical standards, integrity and professionalism. It strongly believes that good corporate governance structures encourage companies to create value through entrepreneurism, innovation, development and exploration and provide accountability and control systems commensurate with the risks involved. Consistent with these principles, Era ' s Board has adopted this Code of Conduct and Ethics (the " Code") as a guide to high ethical and legal standards expected of its directors and members of the senior management.

The applicability
This code shall be followed by all board members and senior management of the company.
For this purpose the term “senior management " shall mean personnel of the company who are members of its core management team excluding the Board of Directors. This would comprise all members of management one level below the executive directors including all functional heads.

The code says that follow the ethics
Needless to say that the directors and members of senior management are expected to act in accordance with the highest standard of honesty and ethical conduct towards the company and its shareholders irrespective of the place and position in which they are. The sense of belongingness should reflect in each and every act they perform for and on behalf of the company. Fraud, deception etc. should not figure anywhere. Professionalism should reflect everywhere overriding personal gains.

Compliance with laws, rules and regulations
The directors and senior management should comply with all applicable laws, rules and regulations applicable to the company wherever it does business. Transactions, directly or indirectly, involving securities of the company should not be undertaken without pre-clearance from the company's Compliance Officer. It is expected that business shall be conducted in accordance with the letter, spirit and intent of applicable laws, regulations and policies


Disclosures and reporting
Directors and members of senior management are expected to give all relevant disclosure as are required under various provisions of Companies Act, 1956, listing agreement or any other law for the time being in force.

Conflict of interest
Conflicts of interest can arise in virtually every area of operations of the company. It is expected of the directors and members of the senior management that all their actions must be based on sound business judgment and not motivated by personal interest or gain.
The directors and members of the senior management should avoid conflict of interest with the company and shall disclose all the circumstances that constitute an actual or apparent conflict of interest including any information that has the potential to be misinterpreted by others, including other directors, employees, customers, suppliers and the public.

Board procedures
The directors shall take all steps to ensure that all such matters which are expected to be taken care of under the revised clause 49 of the listing agreement and all other matters though not mandatory but are expected for a good corporate practice shall be taken up by it and members of senior management shall ensure to provide all such guidance and information to Board for formulation of policies and procedures and shall also ensure that Board's decisions are implemented in right spirit.

Besides above, the directors and members of senior management must ensure that company must comply with all applicable statutory laws, rules and regulations for the time being in force. For this purpose it is expected that all concerned shall acquire adequate knowledge of the relevant laws, rules and regulations and probably about the penalties, prosecutions and other implications for the violations, if any.
All precautions should be taken for any violations that may subject the company to any criminal and civil liability or loss of business.

Confidentiality
One of Era's most valuable assets is information. Like all assets, information that is not generally disclosed and is helpful to the company must be protected. It is a responsibility to maintain the confidentiality of confidential information of the company or that of any customer, supplier or business associate of the company to which company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated
Directors must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas such as planes, elevators and restaurants and on mobile phones.

Corporate opportunities
Directors and members of the senior management owe a duty to the company to advance its legitimate interests when the opportunity to do so arises. They are expressly prohibited from:
-Taking for themselves personally, opportunities that are discovered through the use of company's property, information or position.
-Competing directly with the business of the company or with any business that the company is considering.
- Using company's property information or position for personal gain. If the company has finally decided not to pursue any opportunity that relates to the company's business activity, he/she may pursue such activity only after disclosing the same to the Board of directors or the nominated person/committee.

Research and development
During your tenure of service if any new systems and /or new processes, methods or innovative ideas are developed by you to bring out improved performance and benefits to the organization, the same will be duly communicated by you to the company and such new systems /methods /processes /innovative ideas shall be the exclusive property/propriety of the company and you will have no propriety rights on such development merely because you as a director or officer of the company have developed the same.

Insider trading
Directors and members of the senior management shall comply with the Insider Trading Code of the company.

Health and safety
Safety is everyone's concern. The company strives to provide each employee with a safe and healthful work environment. It is your responsibility to maintaining a safe and healthy workplace for all by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Directors and members of senior management have both a legal and moral responsibility for the safety and protection of environment.

Protection and proper use of corporate assets
All directors and officers should take care to protect the company's assets and property as any theft, carelessness and waste of company's assets and property have a direct impact on its profitability.

Political contributions
Political activity represents another area where the rules on permissible activities are complex and you could inadvertently run afoul of such rules. As a result, you shall not contribute in our company's name or on company's behalf any cash, services or property of any kind for of in support of any political candidate, committee, initiative or activity without the prior express approval of the compliance officer or appropriate legal counsel.

Patriotism
No interest is more important than National Interest. All aims, visions and goals should primarily focus on Nation Building. The directors should run the company with social objects in mind and for the upliftment of the society at large.

Employer /employee relationship
Moral boosting policies should flow down the hierarchy in which every single employee of the company should feel committed and dedicated to the growth of the company.

Waivers
All directors and officers of the company should adhere to the code and any deviation /waiver from this code can be affected on the sole and absolute discretionary authority of the Board or any person/committee designated by the Board for this purpose. The person-seeking waiver of this code shall make full disclosure of the particular circumstances to the Board of the designated person/committee.

Where to seek clarification
Any director or member of senior management having any questions or requiring any clarification regarding best course of action in a particular situation should promptly contact the Human Resource Department or may contact the Compliance Officer.