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Corporate Governance

Code of Ethics and Business Conduct
Applicable to all directors, officers and employees of Biocon Ltd and its subsidiaries (herein after referred as 'Company' or 'Biocon Group')

Biocon Group is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director, officer and employee is expected to comply with the letter and spirit of this Code.

The directors, officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

This code does not attempt to describe all potential problem areas that could develop, but some of the more common problems are described below:

Conflicts of Interest - A conflict situation can arises:

When an employee, officer, or director takes action or has interests that may make it difficult to perform his or her work objectively and effectively,

- The receipt of improper personal benefits by a member of his
   or her family as a result of one's position in the Company,

- Any outside business activity that detracts an individual's   ability to devote appropriate time and attention to his or her   responsibilities with the Company,

- The receipt of non-nominal gifts or excessive entertainment   from any person/company with which the Company has
  current or prospective business dealings,

- Any significant ownership interest in any supplier, customer,   development partner or competitor of the Company,

- Any consulting or employment relationship with any supplier,   customer, business associate or competitor of the Company.

- The directors, officers and employees should be scrupulous in   avoiding 'conflicts of interest' with the   Company. In case
  there is likely to be a conflict of interest, he/she should make   full disclosure of all facts and   circumstances thereof to the   Board of directors or any Committee / officer nominated for   this purpose by the Board and a prior written approval should   be obtained.

Honest and Ethical Conduct: The Directors, officers and employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but also at company sponsored business, social events as well as any places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.

Corporate Opportunities - Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers, and employees are expressly prohibited from:

- Taking for themselves personally, opportunities that are   discovered through the use of Company's property,   information, or position,

- Competing directly with the business of the Company or with   any business that the Company is considering.

- Using Company's property, information, or position for   personal gain. If the Company has finally decided not to   pursue an opportunity that relates to the Company's business   activity, he/she may pursue such activity only after disclosing   the same to the Board of directors or the nominated   person/committee.

Confidentiality - The directors, officers and employees shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

Fair Dealing - Each director, officer, and employee should deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

Protection and Proper Use of Company's Assets - All directors, officers and employees should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes.

Compliance with Laws, Rules, and Regulations: The Directors, officers and employees shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without pre-clearance from the Company's compliance officer. Any director, officer or employee who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department of the Company before taking any action that may jeopardize the Company or that individual.

Compliance with Code of Conduct:
If any director, officer or employee who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Board of Directors or any designated person/committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the employee. The Company's Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics.

Interpretation of Code - Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorised by the Board of the Company. The Board of Directors or any designated person/committee has the authority to waive compliance with this Code of business conduct for any director, 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.

Code of ethics for Senior Financial Officers

- Honesty, integrity and sound judgment of the senior financial   officers is fundamental for the success and reputation of
  Biocon Group. The professional and ethical conduct of the
  senior financial officers is essential to the proper functioning of   the Company. The senior finance officers as well as directors
  of the Company, shall be   bound by the following code of   ethics:

- Act with honesty and integrity, including the ethical handling of   actual or apparent conflicts of interest between personal,   financial and professional relationships,

- Make full, fair, accurate, timely, and understandable
  disclosure in reports and documents that the Company files   with, or submits or makes periodically, to the shareholders,
  government authorities, and to the public,

- Comply with governmental laws, rules, notifications and   regulations applicable to the Company's business,

- Disclose to the Board or any committee/officer designated by   the Board for this purpose, any material transaction or   relationship that reasonably could be expected to give rise to   any violations of the code including actual or apparent
  conflicts with the interests of the company,

- Promote prompt reporting of violations of the Code of Ethics
  to the Board of Directors or any person/committee 
  designated for this purpose, as may be necessary,

- Respect the confidentiality of information acquired in the   course of employment unless legally obliged to disclose and   ensure that no such confidential information is used for
  personal advantage/benefit,

- Maintain the skills necessary and relevant to the 
  Company's needs,

- Act in good faith, responsibility, with due care, competence
  and diligence without misrepresenting material facts,

- Refrain from any inappropriate or undue influence of any kind
  in all dealings with independent auditors, and avoid any actual   or apparent conflicts with analysts,

- Achieve responsible use of and control over all assets and   resources employed or entrusted to them,

- Promote ethical and honest behavior within the Company and   its subsidiaries,

All senior financial officers should adhere to both the code of business conduct and the code of ethics of the Company. Violation of the code of ethics will lead to appropriate disciplinary action including dismissal from the services of the Company

Any deviation/waiver from this code can only be affected on the sole and absolute discretionary authority of the Board or any person/committee designated by the Board for this purpose.

Duties for Independent Directors




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