An ISO 9001 Company CIN : L25119AP1984PLC004719

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR OFFICERS (Adopted by the Board on 15th March, 2006, as amended on 13th February, 2016) 1.0

Introduction:

1.1

This Code of Conduct (hereinafter referred to as the “Code”) shall be called “The Code of Conduct for Board Members and Senior Officers of Nile Limited”.

1.2

This Code has been framed in compliance with the provisions of Regulation 17(5) (a) of the SEBI (LODR) Regulations, 20151.

1.3

This Code envisages that the Board of Directors of the Company (the “Board”) and Senior Officers must act within the boundaries of the authority conferred upon them and with a duty to comply with the requirements of applicable laws.

1.4

The principles prescribed in this Code are general in nature and lay down broad standards of compliance and ethics, as per the requirement of the SEBI (LODR) Regulations, 20152. The Board and the Senior Officers shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are to be read in conjunction with this Code.

1.5

This Code shall come into force with effect from the 15 th day of March 2006.

2.0

Definitions & Interpretations:

Unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning assigned to them below: 3

“Board Members” shall mean Board of Directors of the Company including the Chairman4.

2.2

“Relative” shall have the same meaning as defined in Section 2(77) of the Companies Act, 2013 and rules made thereunder 5.

2.3

“Senior Officers” shall mean personnel of the Company who are members of its Senior Management and functional heads excluding the Board of Directors. Normally, this would comprise all members of management one level below the whole time directors.

2.1

1 Substituated by the Board Resolution dated 13th February, 2016, for the words "Clause 49 of the Listing Agreement entered into by Nile Limited (the “Company”) with the Bombay Stock Exchange Ltd., Mumbai (the “Stock Exchange”)". 2 Substituated by the Board Resolution dated 13 th February, 2016, for the words "as required by Clause 49 of the Listing Agreement with the Stock Exchange". 3 Sub clauses (a) to (g) renumbered as Sub-clauses 2.1 to 2.7 by the Board Resolution dated 13 th February, 2016. 4 Substituated by the Board Resolution dated 13th February, 2016, for the para "“Board Members” shall mean Directors on the Board of the Company which includes the Chairman". 5 Substituated by the Board Resolution dated 13th February, 2016, for the para "“Relative” shall have the same meaning as defined in Section 2(41) and Section 6 of the Companies Act, 1956 read with Schedule IA of the Companies Act, 1956."

An ISO 9001 Company CIN : L25119AP1984PLC004719

2.4

“Whole-time Directors” shall mean the Board Members who are in the whole-time employment of the Company.

2.5

“Non-executive Directors” shall mean the Board members who are not in whole time employment of the Company.

2.6

“Confidential information” means any information concerning the Company’s business, its customers, and suppliers etc., which is not in public domain and to which only the Board members and the senior officers have access.

2.7

“Dependents” means such persons as are wholly dependent on the Board members and Senior officers, to whom this code of conduct is applicable, for their maintenance6.

2.87

"Associates" means and includes partner, colleague, co-worker, fellow worker, workmate, friend, ally, etc.

3.0

Applicability:

This Code shall be applicable to the (a) Board Members and (b) Senior Officers. 4.0

Code of Conduct

The Board Members and the Senior Officers shall: 8

4.1

Act in accordance with the highest standard of honesty, good faith and integrity while working for the Company as well as while representing the Company and fulfill their fiduciary obligations without allowing their independence of judgement to be compromised.

4.2

Not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between their personal interest and the interest of the Company. In the event of apprehending such conflict of interest, the relevant facts shall be disclosed in writing, explaining the circumstances that create or could create the conflicts of interest to the Board for further directions in the matter.

4.3

Not have any personal financial interest in works or contracts awarded by the Company, unless approved by the Board taking note of such interest.

4.4

Not (including his/her relatives/associates) derive any undue personal benefit or advantage by virtue of his/her position or relationship with the Company.

4.5

Not hold any positions or jobs or engage in outside businesses or other interests

6 Substituated by the Board Resolution dated 13th February, 2016, for the para "“Dependents” means such persons as are wholly dependent on the Director or designated officer, to whom this code of conduct is applicable, for their maintenance." 7 Inserted by the Board Resolution dated 13th February, 2016. 8 Sub clauses (i) to (xi) renumbered as Sub-clauses 4.1 to 4.11 by the Board Resolution dated 13 th February, 2016.

An ISO 9001 Company CIN : L25119AP1984PLC004719

that adversely affect the performance of duties of the Company. Whole-time Directors and Senior Officers are expected to devote their full attention to the business interest of the Company. 4.6

Not exploit for their own personal gain, opportunities that are discovered through company’s business, information or position, unless the opportunity is disclosed fully in writing to the Board.

4.7

Comply with all applicable laws, rules and regulations of the land both in letter and spirit.

4.8

Comply with the Code of practices and procedures for fair disclosure of unpublished price sensitive information, and Code of Conduct to Regulate, Monitor and Report Trading by Insiders9 for Prevention of Insider Trading.

4.9

Not disclose to any person any confidential information unless (a) authorized to do so by the Board; or (b)10 it is required to be disclosed in accordance with applicable laws.

4.10

Not misuse the assets of the Company and shall employ them for the purpose of conducting the business for which they are duly authorized.

4.11

Closure of Trading Window will commence seven clear days11 prior to the date of Board Meeting, where price sensitive information will be taken into consideration.

12

4A.0 Duties of Independent Directors:

As per Schedule-IV of the Companies Act, 2013, the duties of the independent directors shall: 4A.1 undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company; 4A.2 seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company; 4A.3 strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member; 4A.4 participate constructively and actively in the committees of the Board in which they are chairpersons or members; 4A.5 strive to attend the general meetings of the company; 9 Substituated by the Board Resolution dated 13th February, 2016, for the words " Code of Conduct". 10 Sub clause (ii) renumbered as Sub-clause (b) by the Board Resolution dated 13 th February, 2016. 11 Substituated by the Board Resolution dated 13th February, 2016, for the words " four days". 12 "Clause 4A.0: Duties of Independent Directos" inserted by the Board Resolution dated 13 th February, 2016.

An ISO 9001 Company CIN : L25119AP1984PLC004719

4A.6 where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting; 4A.7 keep themselves well informed about the company and the external environment in which it operates; 4A.8 not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board; 4A.9 pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company; 4A.10 ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; 4A.11 report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; 4A.12 acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees; 4A.13 not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. 5.0

Enforcement of Code of Conduct:

5.1.

The Company Secretary shall be the Compliance Officer for the purpose of this Code.

5.2.

Each Board Member and Senior Officer shall be accountable for fully complying with this Code.

5.3.

Compliance Officer shall report breach of this Code, if any, which comes to his notice to the Board.

5.4.

All Board Members and Senior Officers shall be subject to investigation of possible violations of this Code.

5.5.

The Managing Director shall determine the penalty for breach of this code by the Senior Officers. In case of breach of this Code by the Board Member, the Board shall examine and initiate suitable disciplinary action.

An ISO 9001 Company CIN : L25119AP1984PLC004719

6.0

Amendments to the Code:

The provisions of this Code can be amended and modified by the Board from time to time, and all such amendments and modifications shall take effect from the date stated therein. All Board Members and Senior Officers shall be duly informed of such amendments and modifications. 7.0

Placement of the Code on Website:

Pursuant to Regulation 46(2)(d) of the SEBI (LODR) Regulations, 201513, this Code and any amendments thereto shall be posted on the website of the Company. 8.0

Affirmations of Compliance of the Code:

As required under Regulation 26(3) of the SEBI (LODR) Regulations, 2015 14, all Senior Officers and all Directors shall sign and submit the annual declaration (as per Annexure-I) before April 15 every year, affirming compliance with the provisions of this Code. 9.0

Waivers:

Waiver of any provision of this Code of Conduct must be granted in writing by the Board.

13 Substituated by the Board Resolution dated 13 th February, 2016, for the words " Clause 49 of the Listing Agreement".

14 Substituated by the Board Resolution dated 13th February, 2016, for the words " Clause 49(D) (ii) of the Listing Agreement".

An ISO 9001 Company CIN : L25119AP1984PLC004719

Annexure-I

15

DECLARATION [Pursuant to Regulation 26(3) of SEBI (LODR) Regulations, 2015] To The Compliance Officer, Nile Limited

I, _______________________________, S/D/W of ______________________________, R/o. ____________________________________________________________________ holding the position as _________________ in the Company, do hereby acknowledge and confirm that during the financial year ________, to the best of my knowledge and belief, I have not violated any of the provisions of: 1.

Code of Conduct for Board Members and Senior Officers; or

2.

Code of practices and procedures for fair disclosure of unpublished price sensitive information; or

3.

Code of Conduct to Regulate, Monitor and Report Trading by Insiders; or

4.

Any other policies of the Company or legal/regulatory requirements, as may be applicable. With regards,

Place: Date:

15 Substituated by the Board Resolution dated 13th February, 2016.

Signature