Pursuant to the amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004) the requirement of CODE OF CONDUCT FOR SENIOR MANAGEMENT PERSONNEL (hereinafter called the CODE) is being issued. This Code shall be applicable to all the Senior Management Personnel (as may be decided from time to time) of ZICOM ELECTRONIC SECURITY SYSTEMS LIMITED (herein after referred to as “ the Company”).

All Senior Management Personnel must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders.

With a view to maintain the high standards that the company requires the CODE should be observed in all the activities of the Company. The Company Secretary has been appointed as a Compliance Officer of the Company for the purposes of monitoring and co-ordinating implementation this Code.		  
     
  Interpretation  
     
  The Board will handle all questions or interpretation falling under or relating to this Code. The Board may authorize any of its committee / person for this. They will have the authority to waive compliance with this Code of business conduct for any officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person /committee.  
     
 
  1. Honesty & Integrity

    All Senior Management Personnel shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. They shall act in the best interests of the Company and fulfill their fiduciary obligations. The conduct should be free from all fraud and deception.

  2. Conflict of Interest

    Senior Management Personnel shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interest or benefits of the Company.

    There are various situations in which conflict of interest may arise. However, it is not possible to cover every such situation. Also, it will not be easy to distinguish between proper and improper activities. Given below are some of the common circumstances that may lead to a conflict of interest, actual or potential

    1. Senior Management Personnel should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.

    2. Senior Management Personnel and their immediate families should not invest in a customer, supplier or competitor of the Company and generally refrain from investments that compromise their responsibility to the Company.

    3. Senior Management Personnel should avoid conducting Company business with a relative or with a Firm / Company in which a relative / related party is associated in any significant role.


    If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act.


  3. Concurrent Employment

    In consideration of Senior Management Personnel in employment of the Company, he/she is expected to devote his/her full attention to the business interests of the Company. He/she is prohibited from engaging in any activity (unless disclosed to the Board and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the interest of the Company. Our policies prohibit any employee from accepting simultaneous employment with a Company supplier, customer or competitor, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, Senior Management Personnel must disclose to the Company any interest that he/she may have, that may conflict with the business of the Company. Any Senior Management Personnel of ZICOM ELECTRONIC SECURITY SYSTEMS LTD. shall not, without the prior approval of the Board / Managing Director of the Company, as the case may be, accept employment or a position of responsibility (such as a Consultant or a Director) with any other Company, nor provide ‘freelance’ services to anyone.

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  4. Compliance

    Senior Management Personnel are required to comply with all the applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behavior, they must report any possible violation of law, rules, regulation or the Code of Conduct to the Compliance Officer.

  5. Confidential Information

    Any information concerning the Company’s business, its customers, suppliers etc., which is confidential or not in the public domain and to which the Senior Management Personnel has access or possesses such information, must be held in confidence, and should not be disclosed, unless authorized or legally required to do so. No Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized or required under law.

  6. Insider Trading

    Senior Management Personnel of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. They will comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company, from time to time.

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  7. Special Consideration, Gifts, Gratuities, Fees & other Payments

    It is inappropriate for a Senior Management Personnel, or any of their immediate family Member to obtain special consideration or benefits in dealings with third parties as a result of such person’s status as a Senior Management Personnel of the Company. Accordingly, each Senior Management Personnel must ensure that dealings with third parties with whom company does business are concluded on terms that would generally be available to persons without the status of a Senior Management Personnel, or any of their immediate family Member.

    They should refrain from any act that has the appearance of being a bribe, kickback or other illegal or improper payment, whether direct or indirect, to any person or entity for the purposes of (i) obtaining, retaining or directing business or (ii) affecting the conditions of doing business. Moreover, they must report any offer of a bribe, kickback or illegal and improper payment that they receive or learn of to the Compliance Officer.

    Senior Management Personnel or their immediate family member should accept any gift, gratuity, fee or other payment of any kind if it is known or suspected that its purpose is to influence a transaction or such item is excessive or might cause embarrassment if its acceptance became known. Similarly, they should not offer any gift, gratuity, fee or other payment of any kind to a customer, potential customer, or related party of the Company for the purpose of, or appearing to have the purpose of, influencing any transaction between such entity and the Company. Any questions regarding the acceptability of an invitation of gift should be referred to the Compliance Officer.

  8. Protection of Assets

    Senior Management Personnel must protect the company’s assets and information and may not use these for personal use, unless approved by the Board.

  9. Company Funds

    Senior Management Personnel is personally responsible for all Company funds over which he or she exercises control. Company agents and contractors should not be allowed to exercise control over Company’s funds. Company’s funds must be used only for Company’s business purposes. Senior Management Personnel, agents and contractors must not use the Company’s funds for any personal purpose.

  10. Periodic Review

    Once in every year or upon revision of this Code, every Senior Management Personnel must acknowledge and execute an understanding of the Code and an agreement to comply. New Senior Management Personnel will sign such a deed at the time when their Employment begins.

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  11. Alignment on political matter

    The Senior management personnel shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. They shall not support, directly or indirectly, any specific political party or candidate for political office, without appropriate approvals. The Company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign if it is violating any law.

  12. Violations of the Code

    Senior Management Personnel is expected to help to enforce this code. Any possible violations should be immediately reported to the Chairman or the Compliance Officer. Senior Management Personnel must cooperate in any internal or external investigations of possible violations. The personnel reporting the violations in a good faith, will be assured of all possible protection against reprisal, threat, retribution or retaliations etc.

    The Company shall take appropriate action against any Senior Management Personnel whose actions are found to violate the Code or any other policy of the Company.

  13. Waivers and Amendments of the Code

    This Code of Conduct is subject to constant review by the Company from time to time. Any modifications/amendments/waiver which is approved in writing by the appropriate authority shall be forwarded to all the Senior Management Personnel, whereupon the same shall be binding to all the concern.
  
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