Trump Tele Venture Private Limited ("QUE MOBILE") is committed to conducting its business in accordance with applicable laws, rules and regulations and setting the highest standards of business ethics and ethical conduct. QUE MOBILE deems it appropriate to provide this Code, as guidelines for behavior and proper actions, so that all Directors and the employees are aware of the compliance standards expected by the Company and its shareholders. In terms of this Code, all Directors and the employees of the Company are duty bound to make and enact informed decisions and policies in the best interest of the Company and its shareholders within the bounds of the authority conferred upon them. This Code reflects the business practice and principles of behavior that support this commitment. The Board of Directors of the Company ("the Board") is responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. The Code is intended to provide guidance and help in recognizing and dealing with ethical issues and to help foster a culture of honesty and accountability. Every Director and the employees is expected to read and understand this Code and its application to the performance of his or her duties, functions and responsibilities. All Directors and the employees should familiarize themselves with the Code and must comply with it. Failure to act in compliance with the Code will result in appropriate disciplinary action against both the person committing the breach and others who condone it. The standards set out in the Code are general and do not address each and every situation that may confront a Director and the employees. In appropriate cases, guidance on the application of the Code to particular situations should be sought from the Board. The Company appoints the Company Secretary to act as a Compliance Officer for the purposes of the Code, who will be available to Directors/The employees to answer questions and to help them comply with the Code. Complaints received by the Compliance Officer will be referred to the Chairman of the Audit Committee. Applicability
1 a. QUE MOBILE is committed to benefit the economic development of the country in which it operates. QUE MOBILE shall not undertake any project or activity to the detriment of the wider interests of the communities in which it operates. QUE MOBILE's management practices and business conduct shall benefit the country, localities and communities served to the extent possible and affordable, and shall be in accordance with the laws and economic development policies of the government of the country. 2 b. QUE MOBILE shall prepare and maintain its accounts in true and fair manner in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs. Internal accounting and audit procedures shall reflect business transactions of the company in true and fair manner and disposition of assets, and shall have internal controls to provide assurance to the Company's Board and shareholders that the transactions are legitimate. All required information shall be accessible to company's auditors and other authorized parties and government agencies. There shall be no wilful omissions of any transactions from the books and records, no advance income recognition and no hidden bank account and funds. Any wilful, material misrepresentation of and / or misinformation on the financial accounts and reports shall be regarded as a violation of the Code apart from inviting appropriate civil or criminal action under the relevant laws. No employee shall make, authorize or collude in an improper payment, commission or bribe. 3 c. QUE MOBILE shall fully support the development and operation of competitive open markets. Specifically, QUE MOBILE shall not engage in restrictive trade practices and activities that generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices. QUE MOBILE shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors' products and services .Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means. 4 d. QUE MOBILE honors the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, QUE MOBILE shall be represented only by specifically authorized directors and employees. It will be the sole responsibility of these authorized representatives to disclose information on the Company. 5 e. The use of QUE MOBILE's name, logos and trademark owned shall be governed by manuals, codes and agreements. No third party should use the logos, brand to further its interests without specific authorization from QUE MOBILE.
1 a. The Directors / Members of the Board shall make conscious effort to attend all Board/Committee meetings and in case he/she is unable to attend the meeting, he/she shall notify the same to the Chair. If it is apparent that, a member is likely to miss several Board meetings and therefore unable to fulfill his obligations, he should consider his/her continuation as member of the Board or shall consider appointing alternate Director. Before coming to the meeting, members are expected to read and understand the agenda papers and other relevant documents sent along with the notice of meeting and be prepared for the discussion. Members shall participate actively and constructively in the discussions of the Board and will follow the guidelines agreed on by the Board regarding how it will govern and conduct itself. Members can express their views, opinions, contrary opinions on matters under discussion or consideration by the Board. The Board may from time to time constitute various committees with specific Terms of Reference. Board nominated members of the Committee shall attend all such committee meetings and shall ensure that all the issues/matters under the terms of reference of the Committee are addressed within the prescribed time and format. Presently, Board has constituted following committees:
2 b. Active participation in the proceedings at the Board Meetings The members shall participate actively in the proceedings at the Board Meetings of the Company and shall provide a visionary leadership and make positive contribution to the business and direction to the Organization, ensuring that the company is fulfilling its obligations to its stakeholders as well as its legal and regulatory requirements. If given any operational responsibility, the Directors shall, while participating in the business of the Company, act honestly, in good faith and in the best interests of the organization, his fellow-members and should exercise due care, diligence and skill of a reasonably prudent person under comparable circumstances. It shall be their duty to oversee the management of the affairs and business of the Company while allowing and maintaining independence of operating management. 1 c. Duty to review certain Reports/Compliances The Board of Directors is required to review certain reports / compliance statements about the affairs of the Company at such intervals as may be prescribed from time to time. Following is the indicative list of such reports / compliance statements. The Board may add or modify the reports as they may feel appropriate to ensure statutory compliance and smooth and transparent operations of the Company.
1 d. Continuous Disclosures Under Company law, listing agreements, and other applicable laws Directors are required to disclose certain information to the Company at regular intervals or as and when some development takes place in the previous disclosures made by the directors. A summary of such disclosure requirements are as under:
9 Supremacy of Companies Act, 1956: 10 In case of any conflict between any provisions of the Companies Act, 1956 and any rules and regulations made thereunder and provisions of this Code, the provisions of the Companies Act, 1956 and any rules and regulations made thereunder will prevail. Amendment to this Code: This Code may be amended, modified or waived only by the Company's Board of Directors and must be publicly disclosed if required by any applicable law or regulation. As a general policy, the Board will not grant waivers to this Code. Mumbai | Date : 1st April, 2009