Corporate Philosophy on Governance

The Company’s philosophy on Corporate Governance is to achieve highest standards of accountability, transparency and equity in all its spheres and in all its dealings with its stakeholders. The Company strongly believes that sound principles of Corporate Governance are an important key, to success as threes enhance the ability to secure the confidence of its stakeholders and therefore it has sought and will continue to seek corporate excellence and profits through ethics, timely disclosures, transparent accounting policies and high level of integrity in decision-making.

Board of Directors

The Composition of the Board of Directors of the Company is as under :

Rajbir Singh :

Managing Director

Mr. Singh has business experience in Manufacturing of Automotive Leaf Springs/Parabolic Leaf Springs in India of over 35 years.

Mr. Subhash Jain

– Director

Mr. Jain graduated from Delhi University in 1976 and experience in Marketing over 40 years.

Mr. Kulbir Singh

– Director

Mr. Kulbir Singh graduated from MD University, Rohtak, Haryana in 1988 and experience in accounting over 23 years.

Key Management Personnel

The Composition of the Key Management Personnel of the Company is as under :

Mr. Rajbir Singh

– Managing Director

Mr. Ravi Kumar

– Marketing Head

Mr. C. G. S. Pillai

– Account Manager

Mr. K. K. Ghosh

– Technical Manager

Mr. Parveen Rastogi

– Company Secretary

Code of Conduct For members of the Board of Directors and Senior Management

Applicability This code of conduct is applicable to all the Directors of Auto Pins (India) Ltd. and also to the senior functionaries of Company, i.e. the Chief Executive Officer, Chief Financial Officer, Company Secretary, all Business and Functional Heads of the Company hereinafter referred to as “Officers”.

General Principles The underlying principles in defining the code of conduct of the members of the Board & the Senior Management are:

To maintain the standards of Business conduct in line with the stated values of the Company. To help members in striving to perform their duties according to the highest ethical standards of honesty, integrity, accountability, confidentiality and independence.

Not enter into, without the prior approval of the disinterested members of the Board, any such transaction or relationship with the Company in which they have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.

Maintain the confidentiality of all materials non-public information about the Company, its business and affairs and make no use of it other than for furtherance of company’s interest. Abide by all applicable Laws and Regulations including Company’s Insider Trading Code. Ensure compliance with the legal requirements, specifically Clause 49(1)(D) of the Listing Agreement.

The following procedures and guidelines are intended to deal with the most common practical implications of the above principles, but they cannot deal specially with every potential situation that may arise. Where an officer is in doubt as to how a particular situation should be dealt with from an ethical standpoint, he may consult with the CEO or the Company Secretary, or may request independent professional advice. Where a member wishes to take such advice, he should first consult with the Company Secretary.

Honesty and Integrity While participating in the business of the Company, the officers should act honesty, in good faith and in the best interests of the Organization, his fellow-officers should exercise due care, diligence and skill of a reasonably prudent person under comparable circumstances: Compliances/Duty to Review Certain Reports.

All persons who are subjects to this Code of Conduct are required to comply with every applicable laws for the time being in force and rules and regulations made there under. They are also expected to encourage and promote statutory compliance in its true letter and spirit. The officers are required to review certain reports/ compliance statements about the affairs of the company at such intervals as may be prescribed from time to time. The officers may add or modify the reports as they may feel appropriate to ensure statutory compliance and smooth & transparent operations of the Company.

Conflicts of Interest Officers are strictly prohibited from making use of corporate opportunity for their personal gain. A Corporate Opportunity is a profit making opportunity, which is justice and equity belongs to the company.

Incase any corporate opportunity arises which partially belongs to the company the officers are required to advance the legitimate interest of the same to the company.

The duty not to take unfair advantage of corporate opportunity also extends to protection of and making proper use of company’s property.

Confidentiality of Critical Information Officers have fiduciary duty to maintain confidentiality of all the critical information, the disclosure of which might adversely affect the interest of the Company unless the disclosure is required under any law for the time being in force of pursuant to any direction or order of any statutory authority.

The Disclosure in other cases can be made only with the prior consent of the Board of Directors. In case of any questions or doubts as to confidentiality or criticality of the information on the subjects, officers are expected to consult the Managing Directors or the Company Secretary.

Fair Dealing

Company seeks to gain competitive advantage through superior performance and not through unethical or illegal business practices. Each officer should endeavor to respect the rights of and deal fairly with other officers and other employees of the Company. No one shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other international unfair-dealing practice.

Discrimination and Harassment

Company believes in providing equal opportunity to all the employees in every aspect of employment. Any discrimination against any employee whether based on gender, region, community or religion or harassment or derogatory comments against any employees will be seriously viewed and will be subject to disciplinary action and might entail termination of employment. Harassment shall also include violent or threatening behavior against any employee.

Miscellaneous

Amendment to the Code Any amendment to this code can be made by or under the authority of Board of Directors and shall be intimated to all the subjects without delay.

Waiver of Exemptions from Code

Only the Board of Directors or any committee thereof can grant any waiver from or exemptions from this code. However the Board cannot grant exemptions or waivers which are in violations of or not in consonance with true letter and spirit of an applicable law for the time being in force or rules and regulations made there under.

Compliance Procedure

Following is the illustrative procedure to be adhered by officers in ensuring compliance with this code:

Ascertain what is expected from you:

In every situation officers are expected to know what is expected on them and should strictly act accordingly. As the officers are expected to meet novel situations every now and then considering the level they are working, they are expected to take proper counsel from Head of Company Law Department, In case of Doubts.

Role and Responsibility:

Officers should be clear about their role and responsibility. Discuss the problem with fellow officers: In certain situations where fellow officers are expected to be more knowledgeable about the question, and will appreciate being brought into the decision-making process, they should be consulted. Seek help from Company Secretary:

In cases where it may not be appropriate to Discuss in Issue with Fellow Officers, Or where subject do not feel comfortable approaching fellow officers, he can discuss it with the Company Secretary. Reporting of ethical violations in confidence and without fear of retaliation. If officer’s situation requires that his/her identity should be kept secret, he can claim of his anonymity to be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

M. Acknowledgement of receipt of Code of Conduct for Directors and Senior Management

I have received an read the Company’s Code of Conduct and Ethics for all the Board members and senior Management (the” Code”). I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specify to my job. I agree to comply with the Code.

If I have any questions concerning the meaning or application of the Code, any company policies, or the legal and regulatory requirements applicable to my job, I know I can consult the Company Secretary, and that my questions or reports to him will be maintained in confidence.

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Officer Name : Rajbir Singh – Managing Director

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Signature : -SD-

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Date : 16.04.2012