CODE OF ETHICS AND BUSINESS CONDUCT

CLAUSE CONTENT

1 Introduction

2 Applicability

3 Honest and Ethical Code

4 Conflicts of Interest

5 Financial & Accounting Reporting

6 Protection & Proper Use of LLP’s Assets

7 Confidential Information

8 Inside Information & Insider Trading

9 Sustainable Environmental Protection

10 Accepting Gifts and Gratuities

11 Equal Employment Opportunity

12 Policy against Harassment and Sexual Harassment

13 Computer Networks, Voice Mail, E-Mail and the Internet

14 Illegal and Impairing Substances

15 Workplace Violence

16 Fair Practices

17 Code of Conduct for Independent Designated partners

18 Responsibility

19 Administration of the Code of Ethics and Business Conduct

20 Waivers

21 Review, Amendments and Modifications

22 Outsider Recourse

23 Process of Reporting Concerns to Management

24 Approval by Board

25 Effective Date of Policy

NOTE: Throughout the Code of Ethics and Business Conduct, the term “LLP” refers to American Pharma Remedies LLP.

1. INTRODUCTION

This Code of Ethics and Business Conduct represents an overview of the policies that should govern the actions of all employees, officers and designated partners of American Pharma Remedies LLP. The Code is designed to provide written standards to promote honest and ethical conduct, compliance with law, and a vehicle for prompt internal reporting and accountability to assure adherence to the Code.
The policies and procedures contained in this Code do not constitute a legal contract and may be changed, modified or discontinued from time to time without notice (except as required by law) and in the sole discretion of the LLP.

2. APPLICABILITY

The Code of Ethics and Business Conduct will apply to all the Designated partners and all the Designated Employees of the LLP whether permanent fixed term or temporary and wherever located including management trainees, collectively referred to as Designated partners and Employees of the LLP.

3. HONEST AND ETHICAL CODE

The LLP expects all the Designated partners and the Employees of the LLP to act in accordance with highest professional standards, high morals, integrity and ethics.

4. CONFLICTS OF INTEREST

Everyone must carry out his/her professional responsibilities with integrity and with a sense of loyalty to the LLP. Everyone must avoid any situation that involves a possible conflict or an appearance of a conflict of interest between your personal interests and the interests of the LLP. Knowingly acting in a manner that presents a conflict between your personal interests and the best interests of the LLP is a violation of this Code.

A conflict of interest cannot be defined precisely, only illustrated. The basic factor that exists in all conflict situations is a division of loyalty between the LLP’s best interests and the personal interest of the individual.

Employees must disclose existing or emerging conflicts of interest to their manager and follow the guidance provided.

5. FINANCIAL AND ACCOUNTING

REPORTING

Authority to Make Commitments

Only specific employees are authorized to make financial or other commitments on behalf of the LLP. No one should make any commitment on behalf of the LLP unless they have the authority to do so.

 Bribes

The use of LLP funds for payments to any individual, LLP or organization for the purpose of obtaining favorable treatment

in securing business or other special considerations is prohibited.

 Integrity of Records and Reports

The LLP’s accounting records are relied upon to produce reports to the LLP’s management, government agencies and others. All LLP accounting records and reports produced from those records shall be kept and presented in accordance with the applicable laws.

 Payments and Disbursements

All payments made by or on behalf of the LLP must be documented in the accounting records with appropriate approval(s) and an adequate description of the business purpose of the disbursement.

 Cash Deposits and Bank Accounts

All cash received by the LLP shall be promptly recorded in the accounting records and deposited in a bank account properly authorized by the LLP. All bank accounts and other cash accounts shall be clearly and accurately recorded in the accounting records.

 Cooperation

Employees shall provide complete and accurate information in response to inquiries from the LLP’s auditors as well as the LLP’s legal counsel.

6. PROTECTION AND PROPER USE OF LLP’S ASSETS

The LLP’s assets are to be used exclusively in the pursuit of the LLP’s

business except for minimal personal use authorized by your supervisor in accordance with other LLP policies.

The Designated partners and Employees shall return the LLP’s assets entrusted to them while in office, when they are leaving the service or office of the LLP.

7. SUSTAINABLE ENVIRONMENTAL PROTECTION

The LLP strives to preserve the environment for future generations by striking a balance between economic growth and continuously improving environmental performance and social responsibility. The Designated partners and Employees must adhere to the policy.

8. CONFIDENTIAL INFORMATION

Many employees get conversant with the confidential LLP information in the course of their jobs and use it to perform important functions. It is vitally important that all employees handle confidential information properly.

There are two major concerns:

Preventing the release of unauthorized or inappropriate information that might adversely affect the LLP’s business; and
Avoiding violations of the law.

9. ACCEPTING GIFTS AND GRATUITIES

Except as provided, no one will solicit or accept for herself/himself or for a third party anything of value from anyone in return for any business, service or confidential information of the LLP. Things of value include gifts, meals, favors, services and entertainment. The purpose of this policy is to ensure that the LLP’s business is safeguarded from undue influence of bribery and personal favors.

10. EQUAL EMPLOYMENT OPPORTUNITY

The LLP provides equal employment opportunities to all its Employees, without regard to their caste, religion, color, marital status and sex. The policies and practices shall be administered in a manner that ensures equal opportunity to the eligible candidates and the decisions are merit bases.

11. POLICY AGAINST HARASSMENT

The LLP is committed to provide a work environment where all employees work free from harassment because of race, color, religion, age, gender, sexual orientation, national origin, disability or any characteristic protected by applicable law. The LLP will not tolerate harassment by employees, supervisors, customers or others.

Our policy is essentially based on common sense: all employees should treat each other with respect and courtesy. Harassment in any form – including verbal physical and physiological conduct, visual displays, threats, demands and retaliation – is prohibited.

Any employee who has reason to believe that he/she is being harassed must promptly report the harassment. The LLP will
promptly investigate allegations of harassment and to the extent possible, conduct such investigations confidentially. Any employee who is found to have violated this policy is subject to disciplinary action.

12. COMPUTER NETWORKS, VOICE MAIL, E-MAIL AND THE INTERNET

Many employees have access to computer networks, voice mail, e-mail and/or the Internet to do their jobs. These tools come with risks and responsibilities that all employees must understand and accept.

All the must use these resources only for the business activities of the LLP.

13. ILLEGAL AND IMPAIRING SUBSTANCES

No one shall possess, use, sell, distribute or be under the influence of illegal drugs or alcohol while on LLP property or while conducting LLP business anywhere.

Such behavior is a violation of LLP policy in addition to being a violation of the law.

14. WORKPLACE VIOLENCE

The LLP expressly prohibits any acts of violence or threats of violence by any LLP employee against any other person in or about LLP facilities or in connection with the conduct of LLP business elsewhere at any time.

Everyone is prohibited from possessing firearms while on LLP property or while

conducting LLP business anywhere at any time unless authorized by the LLP.

15. FAIR PRACTICES

Marketing Practices

The LLP’s products and services must be sold fairly and honestly. The LLP is committed to respect the principles and rules of fair competition prohibiting anti- competitive behavior and abuse of dominant market position. You should not attempt to take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice. Many of the products and services provided by the LLP are subject to laws and regulations that specify the information that must be provided to the LLP’s customers. It is the policy of the LLP to comply fully with these disclosure requirements.

16. RESPONSIBILITY

Each Designated Partner and Employee of the LLP will be responsible for the observance of this Code of Conduct in both letter and spirit to the extent relevant and applicable to them. Non-compliance with this Code may be subject to disciplinary actions including termination.

17. CODE OF CONDUCT FOR DESIGNATED PARTNERS

As a designated partner, you hold a fiduciary duty, to use the best of your skill and ability to safeguard the interest of the LLP, ensure high level of governance and share your valuable time and expertise so as to enable the LLP to strive for profitable growth. The duties expected from the designated partners as well as rights and duties of the partners are set out in LLP Agreement dated 23rd January, 2019.

18. ADMINISTRATION OF THE CODE OF ETHICS AND BUSINESS CONDUCT

Every Employee Has an Obligation to:

Comply with this Code of Ethics and Business Conduct;
Be familiar with laws and LLP policies applicable to his/her job and communicate them effectively to subordinates;

19. WAIVERS

You must request a waiver of a provision of this Code if there is a reasonable likelihood that your contemplated action will violate the Code.

If a waiver request relates to any employee, the determination shall be made by the Designated Partners.

20. REVIEW, AMENDMENT & MODIFICATION

This Code of Conduct may be reviewed, amended, modify or waived by the LLP’s Designated partners as and when required or deemed necessary based on experience and suggestions.

21. APPROVAL BY BOARD

This policy has been approved by the Designated partners of American Pharma Remedies LLP at their meeting held on _____________________.

22. OUTSIDERS RECOURSE

No outsider will have any right or recourse to any action or claim of whatsoever nature against any of the designated partners or Employees for non-compliance of this code.

23. REPORTING YOUR CONCERNS TO MANAGEMENT

Any employee having information about a violation (or suspected violation) of this Code should report the violation in writing to the Human Resources Department.

Executive officers may submit any reports of violations (or suspected violations) of this Code in writing to the Designated Partners.

24. EFFECTIVE DATE OF POLICY

This Policy on “Code of Ethics & Business Conduct” has been effective from______________.