Natronix : SPEL : Code

Code of Conduct for the Board of Directors

Objective

SPEL Semiconductor Limited (“Company”) is conscious that a business run on Values fosters a healthy relationship with all its Stakeholders. The Company considers this as one of the most important factors which will contribute to the fulfillment of the Company’s Corporate Objectives.

The following Code of Conduct (“Code”) adopted by the Company’s Board of Directors (“Board”) envisages that the Board, individually and collectively, will at any time, pursue and uphold Values as vigorously as possible during their pursuit of the Company’s Corporate Objectives. In line with these Values, the Company’s Board has adopted this Code as a guide to the high expectations from its Stakeholders.

Any change in this Code will be made only with the approval of the Company’s Board.

Definitions

In this document, unless the context otherwise requires :

“Values” mean the following 3 Values identified by the Company

1.	Business Ethics	: Defines us as a Company

2.	Professionalism	: Defines us as Individuals

3.	Citizenship	: Defines our contribution to Society

“Corporate Objectives” mean the following 4 objectives set for the Company

1.	Profit	:	Generate sufficient profit that enables our remaining 3 Objectives

2.	Competence	:	Widen product portfolio to cover New Packages, make Process improvements & improve effectiveness of Manpower by training

3.	Stakeholders	:	Strengthen relationships with all Stakeholders - Customers, Employees, Vendors, Investors, & Lenders

4.	Growth	:	Achieve growth by Market spread & Distribution, Customer spread, Revenue & Technology improvements

The Code

In the discharge of their duties as Members of the Company’s Board and respective Board Committees, all Directors shall :

	1.	Take necessary effort to prepare for, attend and actively participate in meetings of the Board and its Committees, on which they serve

	2.	Become familiar with the economic & competitive environment in which the Company operates. Also become familiar with the strategic utilization of the Company’s resources to effectively work within this environment.

	3.	Discharge their duties, in the best interest of the Company and all its Stakeholders

	4.	Inform the Board of any change in their employment and other company Board positions. Inform the Board of the conditions that may interfere with their ability to perform their duties. Inform the Board if they don’t adequately meet the requirements applicable to their service on the Board and its Committees as per the Companies Act and the Listing Agreement entered into by the Company with the Bombay Stock Exchange.

	5.	Not pursue for their own account, or for the account of any other person, any business opportunity that conflicts with the Company’s business, strategies, plans or objectives

	6.	Maintain confidentiality about the Company and its affairs in respect of all non-public information

	7.	Abide by all applicable laws and regulations

In addition to the above, the Whole-time Directors of the Company will also be bound by the Code of Conduct prescribed for the Senior Management of the Company.