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  BIHAR HOTELS LIMITED  
 
CODE OF CONDUCT APPLICABLE TO SENIOR MANAGEMENT TEAM
 
 
This Code of Conduct (hereinafter referred to as the Code) shall be called The Code of Conduct for Board Members and Senior Management Personnel of Bihar Hotels Limited (hereinaftere referred to as the “Company” ).
 
 
This Code envisages that the Board of Directors of the Company ( Board) and Senior Management Personnel (as hereinafter defined) (collectively referred to as Officers) must act within the bounds of the authority conferred upon them and with a duty to comply with the requirements of applicable law.
 
 
The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company, and thus to sustain the trust and confidence reposed in the Officers by the shareholders of the Company. Officers are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.
 
 

The principles prescribed in this Code are general in nature and lay down broad standards of compliance and ethics, as required by Clause 49 of the Listing Agreement with The Magadh Stock Exchange of Patna( referred to as “Stock Exchange”). The Officers should also review other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with this Code.

 
 
This Code shall come into force with effect from the 27 th day of July, 2008.
 
 
Definitions and Interpretations
 
 
In this Code, unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning assigned to them below:
 
 
   
1.
Board shall mean Board of Directors of the company.
   
2.
Board Members shall mean the Directors on the board of Directors of the Company
 
3.
Company shall mean Bihar Hotels Limited
 
4.
Government shall mean Government of India and the State Government as applicable.
   
5.
Officers shall collectively refer to the Board Members and the Senior Management Personnel.
 
6.
Relative shall have the same meaning assigned to the term in Sections 2(41) and 6 of the
  Companies Act, 1956, read with Schedule IA of the Companies Act,1956.
   
7.

Senior Management Personnel shall mean personnel of the Company who are members of its core

  management team excluding the Board of Directors and would comprise all members of reporting
  Management one level below the Managing/Whole time Directors including Departmental Heads
  to Managing/Whole Time Director.
   
8.
In this Code words importing masculine shall include feminine and words importing singular shall
  include plural or vice versa.

 

  
 
Applicability
 
 

This Code of Conduct shall be applicable to the following persons:

      a) Board Members, and

      b) Senior Management Personnel functioning

 
 
The Code Of Conduct

The duties, responsibilities and obligations of Directors and Senior Management personnel are given below:

a.
A Director shall not take Membership of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Director shall inform the Board of all such Committee Memberships at the beginning of each financial year and also of every change as and when they take place.
b.
The Directors and Senior Management personnel shall inform their equity holding in the company and any changes that may take place and shall not indulge in any trading of the shares of the company which would come within the purview of the Company's Insider Trading Regulations and the SEBI (Prohibition of Insider Trading) Regulations, 1992.
c.
In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the said Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.
d.
A Director shall comply with Clause 49 of the listing agreement with stock exchanges on good corporate governance. In terms of the said clause, all Board members and Senior Management Personnel shall within 30 days of close of every financial year affirm compliance with the Code. The Annual Compliance Report shall be forwarded to the Board of Directors of the Company.
 
e.
A Director should conduct himself/herself in such a way that he/she does not incur any disqualification under Sections 283 and 274 of the Companies Act
f.
The Directors shall ensure that the financial statements and reporting, made on behalf of the Company, do not contain any untrue statement or omit any material fact or content that might be misleading and shall strive to present a true and fair view of the company's affairs in compliance with the prevailing Accounting Standards, applicable laws and regulations. The Board shall further ensure that all documents are accurately, timely and properly authorized. Financial records are to be maintained in compliance with applicable laws and generally accepted accounting principles.
g.
The Directors shall duly and fairly inform the shareholders all relevant aspects about the company's business and disclose such information as may be required, from time to time, in accordance with the applicable rules and regulations.
h.
The Directors should disclose the nature of their interest or concern in any material transaction made or proposed to be made on behalf of the Company as. A General Notice given to the Board under Section 299 of the Companies Act, 1956 is to be regarded as adequate Notice
i.
The Senior Management personnel should disclose the nature of their interest or concern in any material transaction made or proposed to be made on behalf of the Company as and when the Company is contemplating to transact any business with any such person.
j.
A Director has along with other Directors, to act collectively at Board/Board Committee meetings to ensure that all important matters are brought up for discussions, the deliberations are open and transparent and the decisions are objective and taken always with the best interests of the Company in mind.
k.
Directors and senior management personnel should make sure that the Company at all times complies with statutes, rules and regulations in letter and spirit.
l.
Directors are responsible to ensure that that the report and recommendations of Audit Committee and Shareholders' /Investors' Grievance Committee receive due consideration.
m.
Directors and the Senior Management team shall conduct the Company's business in an efficient and transparent manner and in meeting their obligations to shareholders and other stakeholders.
n.

Directors and the Senior Management team shall pursue corporate objectives to sustain the competitive edge of the company and not be involved in any activity that would have any adverse effect on the objectives of the company or national interest.
o.
Directors and the Senior Management team shall be committed to enhance the shareholders' worth/value and shall strictly comply with all regulations and laws that govern shareholders' rights. The Board of Directors of the Company shall duly and fairly inform its shareholders about all relevant aspect of the company's business and disclose such information in accordance with the respective regulations and agreements. By conducting its business in accordance with the principles of fairness, decency and integrity set over forth, the Company helps to build shareholders value.
p.
Directors and the Senior Management team shall not engage in any activity or enter into any pecuniary relationship that might result in conflict of interest, either directly or indirectly.
q.
Directors and the Senior Management team shall not derive any personal benefit by influencing any decision relating to any transaction or involve in any dealing with the company's promoters, its management or its subsidiaries, suppliers, shareholders and other stakeholders which may affect the independence of the said Director or senior management team member.
r.
Directors and the Senior Management team in the course of their dealings with the Company may gain access to confidential information and hence must maintain absolute secrecy and should not part with such information except with the Board of Directors or as required by law.
s.
Directors and the Senior Management team should practice the highest standards of professionalism, honesty, personal ethics, high moral, integrity and discipline in dealings with the Company and should not derive any undue personal benefit or advantage by virtue of his/her position or relationship with the Company. Every one shall be responsible for the implementation of and compliance with the Code in his professional environment.
 
 
Other than the Codes mentioned herein above, every Board Member and Senior Management Personnel shall abide by the following ideal norms as a good corporate governance with wider arena of coverage:
  
 
Equal opportunities by the Employer: The Company shall provide equal opportunities to all employees and aspirants for employment in the Company irrespective of their race, caste, etc. Employees of the Company shall be treated with dignity.
 
 
Gifts and donations: The Company its directors and Senior Managerial Personnel shall neither receive nor offer or make directly or indirectly any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of the business.
 
 
Health, Safety and Environment: Being in hospitality service business, the Company shall strive to provide a safe and healthy work place protecting human health and environment.
 
 

Quality of Products and Services: The Company shall ensure that the Company services are made available to the guests in line with the motto of the Company that is “Your Home & Office away from Home.”

 
 
Corporate Citizenship: The Company shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates also with the objective of making them self reliant.
 
 
Co-operation with other Group Companies: The Company shall co-operate with other Companies in the surrounding area by sharing physical, human and management resources as long as this does not adversely affect its business interests and shareholder value.
  
 

Concurrent Employment: An employee of the Company shall not, without the prior approval of the Managing Director or CEO of the Company accept employment or a office of responsibility or profit with any other Company, nor provide “Freelance” services to anyone.

 
 

Conflict of interest: An employee of the Company shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company or Group. Personal interest of employees should not be allowed to come in the way of discharge of duties of office.

 
 

Company Property: The Company Property should be used for official purposes only. The Officers shall not misuse, for personal gain or otherwise, the assets of the Company, including tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with guests and suppliers, etc., and shall employ them for the purpose of conducting the business for which they are duly authorized.

 
 

Confidentiality of Information : Any information concerning the Company’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorised by the Board; or (ii) the same is part of the public domain at the time of disclosure; or (iii) is required to be disclosed in accordance with applicable laws.

  
 
Non-Compliance: Suspected Violations of this Code shall be reported to the Board of Directors at its meeting and all such reported violations should be appropriately investigated
 
 

Amendments of the Code: The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All Officers shall be duly informed of such amendments and modifications.

 
 
No rights created: This Directors' Code set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to nor does it create any right in favour of any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.
 
 
Insertion of the code on website: As required by clause 49 of the listing agreement this code and any amendments thereto shall be posted on the website of the company.
 
 

Place: Patna

Date:26 thJuly,2008

 
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