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| I. Introduction |
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| This Code of Conduct ("Code") has been adopted by the Board of Directors to maintain the standard of business conduct for Bee Electronic Machines Ltd. ("the Company") and to ensure compliance with the requirement of Clause 49 of the Listing Agreement entered into with Stock Exchanges. |
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| The Code is applicable to the following persons, referred to as “Officers”. |
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 All Directors of the Company |
| Senior Executives one level below the directors, including all functional heads. |
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| This Code governs the conduct of the Officers. Each such person should become familiar with its provisions. |
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| The Board appoints the Chief Financial Office as compliance officer for the purpose of this code. |
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| The Board of Directors reserves the right to amend, alter or enlarge this Code at any time. Any amendments to this code, shall, after the approval of Board of Directors be promptly disclosed on the website of the Company. |
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| The Officers should conduct their activities in line with the following policies laid down by the Code and adhere and seek compliance thereto: |
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| II. Principles and conduct |
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| 1. Honest and Ethical conduct |
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| The Officers shall deal on behalf of the company with professionalism, honesty and integrity and in an ethical manner. |
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| 2. Loyalty in employment |
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| Officers shall devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company. |
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| 3. Other Directorships |
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| The Company feels that serving on the Boards of other direct competitor companies may raise concerns about potential conflict or interest. All Officers must disclose their relationship with other companies to the Board, as and when any change takes place. |
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| 4. Conflict of interest |
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| The Officers shall not engage in any business, relationship or activity, which may adversely conflict with the interest of company. The disclosure of interest under section 299 of the Companies Act shall be treated as sufficient compliance under this clause by the Directors. |
| They must also abstain from discussion and voting on any matter in which the Director has or may have a conflict or interest. |
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| 5. Insider Trading |
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| The Officers shall have to comply with the Insider Trading Policy adopted by the Company. They are expected to have knowledge of laws and regulations affecting their job responsibilities. In case of doubt, assistance can be taken from the Compliance Officer or from the legal advisor of the Company. |
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| 6. Health, safety and environment |
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| The Officers shall strive to provide a safe and healthy working environment, both within the organization and as part of the society and comply with all regulations relating to the preservation of the environment to the extent applicable. |
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| 7. Protection of Assets |
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| The assets of the company should be employed for the purpose of conducting the business and should not be misused. Incidental personal use, if reasonable, does not amount to violation under this code. |
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| 8. Confidentiality of Information |
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| The Officers shall maintain confidentiality of information entrusted to them by the Company or any other information about the Company that comes to them, until and unless, authorized or legally required to disclose such information. |
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| 9. Reporting concerns |
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| The Officers shall promptly report to the management any actual or possible violation of this Code, or an event he or she becomes aware of that could affect the business or reputation of the company. |
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| III. Reporting of Compliance and Consequences of Non - Compliance |
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| All Officers shall affirm compliance with the code on an annual basis within 30 days from the end of financial year of the Company. |
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| The Company will take appropriate action against any Officer whose actions are found to violate the code of conduct of the Company. Disciplinary action may include immediate termination of employment at the Company's sole discretion. In case the Company has suffered any losses, it may pursue for recovery of such losses against the individuals or entities responsible. |
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| IV. Disclaimer |
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| The Code of Conduct is a statement of certain fundamental principals, ethics, values, policies and procedure that govern the Officers of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any way in clients, suppliers, shareholders and any other person or entity. |
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