• shall act with utmost care, skill, diligence and integrity
• shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised
• shall not be involved in taking any decision on a subject matter in which conflict of personal interest arises or which in their opinion is likely to arise
• shall avoid any dealing with a contractor, supplier or service provider that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made on behalf of the Company
• shall not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors and the Board declines to pursue such opportunity.

This policy is formulated to provide opportunity to employees to access in good faith, to the "Proper Officer" of the Company in case they observe any unethical and improper practice or behavior or alleged wrongful conduct in the Company and to prohibit managerial personnel from taking prejudiced adverse personnel action against such employee.

This policy applies to all employees of MIC Electronics Limited who disclose, in good faith, any alleged wrongful conduct, as defined in this Policy, and, who, as a result of the disclosure, are subject to a prejudiced adverse personnel action.

The company recognizes the value of transparency and accountability in its administration and management practices. Therefore it is the policy of the company to encourage employees to disclose, through proper channel, any unethical and improper practice or behavior or wrongful conduct in the Company, which if proven constitutes a criminal offence or reasonable ground for appropriate disciplinary action.

1. Abuse of authority: Any Act, conduct or decision which is outside the scope of the alleged violator's position, scope of duties, or level of authority as authorized by the designee or the inactions which are within the alleged violator's authority if and when the violator's motive or purpose is to harass, intimidate, or treat the employee unreasonably or capriciously under the applicable facts and circumstances.

2. Adverse personnel action: Any act, conduct or decision relating to employees or any failure to take appropriate action by a manager, director, department head, or any other employee with authority to make or materially influence significant personnel decisions, which affects an employee negatively and includes, but is not limited to the following:

3. Alleged wrongful conduct: Violation of law, infringement of Company's code of conduct or ethic policy, mismanagement, misappropriation of monies, gross waste, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

4. Alleged wrong doer: The concerned director or employee of the company against whom any disclosure has been received.

5. Appropriate Disciplinary action: Any penal or corrective action, including suspension or termination of employment, taken by the company against the alleged wrong doer in response to the disclosure investigation, when such an investigation conclusively reveals the contents of the disclosure to be true, just and fair.

6. Audit Committee: A Committee of Board of Directors comprising of all Non-Executive Directors, constituted in accordance of section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement executed with the Stock Exchange.

7. Company: Company means "MIC Electronics Limited"

8. Compliance Officer: Compliance Officer means "Company Secretary and Compliance officer" of the Company

9. Director: A member of the Board of Directors of the company or any committee thereof.

10. Disclosure: Written report or complaint, made in good faith by an employee to a proper officer of any unethical and improper practice or behaviour or alleged wrongful conduct or violation of law. Any anonymous or oral report or complaint, in exceptional circumstances.

11. Disclosure investigation: Review and determination made by the appropriate Company officer and/or designees of a disclosure.

12. Employee: All employees of MIC Electronics Limited.

13. Good faith: An employee shall be deemed to communicate in a 'good faith' if there is a reasonable basis regarding the existence of any unethical & improper practice or any other alleged wrongful conduct. Good faith shall be deemed lacking when the employees do not have personal knowledge of factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical & improper practices or alleged wrongful conduct is malicious, false or frivolous.

14. Gross waste or misappropriation of public funds: Any act, conduct or decision which is outside the scope of the alleged violator's spending or budgetary authority, or even when the action or decision is within budgetary authority, the action would be considered by a reasonable person to be grossly excessive, wasteful, or an improper use of public funds.

15. Knowing retaliation: A prejudiced adverse personnel action taken by a manager, director, department head, or any other employee with authority to make or materially influence significant personnel decisions against an employee because of a prior knowledge of existence of a disclosure made by him.

16. Managerial Personnel: Managerial Personnel shall include Director and Key Managerial Employees by whatever name called, who have the authority to make or materially influence significant personnel decision.

17. Mismanagement: Action or decision which exceeds the scope of the alleged violator's responsibilities, or even if the action is within responsibilities, the action would be considered by a reasonable person to be grossly excessive or unfair.

18. Personnel action: An employment-related action or decision which affects an employee positively or negatively.

19. Prejudiced adverse personnel action: Any adverse personnel action taken against an employee in retaliation to his disclosure in good faith of any unethical & improper practice or wrongful conduct,

20. Proper Officer: The respective departmental head or the Company Secretary and Compliance officer of the company and in exceptional circumstances when the whistle blower reasonably believes that these individuals are involved in the intended disclosure, the Chairman of the Audit Committee of the Company.

21. Policy: Whistle Blower Policy of MIC Electronics Limited as approved by the Board of Directors of the Company on the 18th day of August, 2006

22. Unethical & Improper Practice or behaviour: Unethical & improper practices means:

23. Violation of law: A violation of local, state, or federal law or regulation that is applicable to the Company or its employees.

24. Whistleblower complainant ("complainant"): A current or former employee who discloses alleged wrongful conduct to the proper officer and who subsequently is subject to an adverse personnel action as a result of making the prior disclosure.

25. Whistleblower complaint: A complaint filed by a complainant with a Proper officer alleging that an adverse personnel action was taken in retaliation for a prior disclosure of alleged wrongful conduct to an audit committee.

26. Whistleblower complaint review: A review by a Proper or designated officer of a whistleblower complaint, resulting in a written decision which the Company officer provides to the complainant.

No prejudiced adverse personnel action may be taken against an employee in knowing retaliation to his disclosure in good faith of any unethical & improper practice or wrongful conduct, which information the employee in good faith believes, evidences:

• A violation of any law,
• Mismanagement,
• Gross waste or misappropriation of public funds,
• A substantial and specific danger to public health and safety; or
• An abuse of authority, collectively referred to herein as "alleged wrongful conduct".

Terms that have been defined in this policy shall have the same meaning assigned to them in the Companies Act, 1956 and/or in any SEBI Regulation (s) as amended from time to time. Also, words importing masculine shall include feminine and words importing singular shall include the plural and vice versa.

Any employee who observes any unethical & improper practice or alleged wrongful conduct shall make a disclosure to the Proper Officer as soon as possible but not later than 30 consecutive calendar days after becoming aware of the same.

In exceptional circumstances, if the employee is unwilling or unable to put a disclosure in writing, he may approach the proper officer directly or through his superior or any other employee. The Proper Officer shall prepare a written summary of the employee's disclosure and provide a copy to the employee and the compliance officer of the company, as the case may be.

Any summary or written disclosure received under this policy shall be appropriately and expeditiously investigated either by the Board of Directors / Audit Committee or any designated officer as the case may be and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct investigation and take appropriate disciplinary action, in accordance with applicable laws.

The Board of Directors / Audit Committee shall have right to outline detailed procedure for an investigation including designating any officer of the company to carry out investigations on their behalf.

The Board of Directors / Audit Committee or the designated officer, as the case may be, shall have right to call for any information/document and examination of any employee of the Company or other person(s), as the they may deem appropriate for the purpose of conducting investigation under this policy.

A report shall be prepared after completion of investigation and the Board of Directors / Audit Committee shall consider the same.

After considering the report, the Board of Directors / Audit Committee shall determine the cause of action and may order for remedies which may inter-alia include:

• Suggestion of any appropriate disciplinary action
• Order for injunction to restrain continuous violation of this policy.
• Reinstatement of the employee to the same position or to an equivalent position.
• Order for compensation for lost wages, remuneration or any other benefits, etc.

All the departmental heads shall notify and communicate the existence and content of this policy to the employees of their department. The new employees shall be informed about the policy by the HR department at the time of induction.

This policy as amended from time to time shall be made available at the web site of the Company.

The Chief Executive officer / The Managing Director shall annually affirm that it has not denied any personnel from accessing the proper channel of communication and that it has provided protection to whistle blower from adverse personnel action.

The affirmation shall form the part of Corporate Governance Report as attached to the Annual Report of the Company.