INTRODUCTION

This Code of Business Conduct and Ethics (Code) has been adopted by Eros International Media Limited to comply with applicable laws and the rules and regulations of the Stock Exchanges on which the securities of the Company are listed.

This Code covers a wide range of business practices and procedures and serves as a guide to ethical decision - making. This Code does not cover every issue that may arise, but it sets out basic policies to guide directors, officers and employees of the Company and its affiliates. All directors, officers and employees must become familiar with this Code and conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior.

The principal duty of the Board of Directors, along with management, is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays the central role in the Company’s governance. It is the Company’s decision - making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day - to - day management of the Company.

Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from the Company. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described herein.

GUIDELINES FOR CONDUCT OF DIRECTORS

Each director should seek to use due care in the performance of his / her duties, be loyal to the Company, act in good faith and in a manner such director reasonably believes to be not opposed to the best interests of the Company. A director should seek to also:

• make reasonable efforts to attend Board and committee meetings
• dedicate time and attention to the Company and
• seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.

CORPORATE BUSINESS OPPORTUNITIES

In carrying out their duties and responsibilities, employees and directors are prohibited from:

• appropriating corporate business opportunities for themselves that are discovered through the use of Company resources or information or their position as directors or employees
• using Company resources or information, or their position as directors or employees, for personal gain and
• competing with the Company, directly or indirectly.

A corporate business opportunity is an opportunity (1) which is in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director or employee who learns of such a corporate business opportunity and who wishes to avail of it should first disclose such opportunity to the Company’s Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the director or employee avail of it, provided that the director or employee has not wrongfully utilized the Company’s resources in order to acquire such opportunity.

CONFLICTS OF INTEREST

A “conflict of interest” occurs when the private interest of an employee, officer or director interferes in any way – or even appears to interfere – with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Each employee and director should avoid having his or her private interests interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively. Employees and directors should avoid receiving, or permitting members of their immediate family to receive, improper personal benefits from the Company, including loans from or guarantees of obligations by the Company. A director should make a full disclosure to the Board of any transaction or relationship that such a director reasonably expects could give rise to an actual conflict of interest with the Company and seek the Board’s authorization to pursue such transactions or relationships.

COMPANY PROPERTY

In carrying out their duties and responsibilities, all employees and directors should endeavor to protect the Company’s assets and proprietary information, and ensure that the same are being used by the Company and its employees only for legitimate business purposes of the Company. Any suspected incident of fraud, mismanagement of Company assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person as designated in this regard.

CONFIDENTIAL INFORMATION

Employees and directors should maintain the confidentiality of confidential information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company’s confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the Company. These obligations apply while employed or serving as a director of the Company even after employment or the director’s term with the Company ends.

FAIR DEALING

In carrying out their duties and responsibilities, employees and directors should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and competitors.

No employee or director should seek to take unfair advantage of anyone (including the Company) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

COMPLIANCE WITH LAWS AND REGULATIONS

In carrying out their duties and responsibilities, directors and employees must comply with applicable laws, rules and regulations. In addition, if any director or employee becomes aware of any information that he or she believes constitutes evidence of a violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or director, then such employee or director should bring such information to the attention of the Chairman of the Board or such other person as designated in this regard.

The Company holds information and training sessions to promote compliance with applicable laws, rules and regulations, including insider trading laws and it is the responsibility of each director and employee to attend such training sessions.

INSIDER TRADING

Employees and directors should observe all applicable laws and regulations including the Company’s policies and codes as applicable to them with respect to the purchase and sale of the Company’s securities.

All non public information about the Company should be considered confidential information. To use non public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. A more detailed discussion of the insider trading laws can be found in the Company’s Code of Conduct for prevention of Insider Trading.

It is the responsibility of each employee and director to become familiar with and understand these laws, regulations, policies and codes, and to seek further explanations and advice concerning their interpretation, if required.

ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR

Directors and employees should endeavor to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel. It is the policy of the Company to not allow retaliation against any employee who makes a good faith report about a possible violation of this Code.

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. When in doubt of the best course of action in a particular situation, employees are encouraged to talk promptly to their supervisor, managers or the Head of Human Resources. Employees are expected to fully cooperate in internal investigations of misconduct.

A director charged with a violation of this Code should not participate in a vote of a Committee or the Board concerning his / her alleged violation, but may be present at a meeting of the Board or of a Committee convened for that purpose.

Special Reporting Obligations and Procedures Relating to Concerns Regarding Accounting or Auditing Practices

Employees should bring to the attention of the Audit Committee of the Company’s Board of Directors and or Compliance officer of the Company of any questions, concerns or complaints they may have regarding accounting, internal accounting controls or auditing matters. The Audit Committee will shortly notify the procedures for:

• The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters and
• The confidential, anonymous submission by employees of concerns regarding what they may perceive as questionable accounting or auditing matters.

RECORD KEEPING; REPORTING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Records and documents should always be retained or destroyed according to the prescribed statutory regulations. The Company shall provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that it files with, or submits to, any governmental agency or securities exchange, and in other public communications made by the registrant.

NO RIGHTS CREATED

This Code sets forth guidelines for conduct of the employees, officers and directors of the Company. This Code is not an expressed or implied contract of employment and does not create any contractual rights of any kind between the Company and its employees. In addition, all employees should understand that the Code does not modify their employment relationship, whether at will or governed by contract. All references in this Code to employees shall include officers.

WAIVERS AND AMENDMENTS

Any amendment to this Code must be approved by the Board of Directors and publicly disclosed as required by any applicable law or regulation.

Any waiver of this Code for the benefit of any employees, officer or director of the Company may be made only by the Company’s Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company’s securities are listed or traded.

COMPLIANCE STANDARDS AND PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations there may be “grey areas” for which it may be difficult to know the right thing to do. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are some steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision making process. Remember that it is your supervisor’s responsibility to help solve problems
• Seek help from the Company’s resources. In the rare case in which it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with the Head of human resources
• Your report of violations of this Code is in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of violations of this Code or questionable accounting or auditing matters. “Good faith” does not mean that you have to be right – but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to our attention through one of the available channels
• Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

This Code of Conduct will be known as "Eros International Media Limited Code of Conduct for prohibition of Insider Trading" hereinafter referred to as “this Code”.

This Code of Conduct has been made pursuant to Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, hereinafter referred to as the "Regulations ".

Applicability

This Code of Conduct will be applicable to Directors / Officers / Designated Employees of Eros International Media Limited and their Dependent Family Members as defined herein.

The definitions as framed in Regulation 2 of Chapter I of the Regulations shall apply and form part of this Code.

• "Act" means the Securities and Exchange Board of India Act, 1992
• "Body Corporate" means a body corporate as defined under Section 2 of the Companies Act
• "Board of Directors" means the Board of Directors of the Company
• "Committee" means the Committee, if any constituted by the Company for the implementation of these Regulations
• "Companies Act" means The Companies Act, 1956 (1 of 1956)
• "Company" or "the Company" means Eros International Media Limited
• "Compliance Officer" means the Company Secretary for the time being of the Company or the Officer appointed by the Board of Directors of the Company for the purpose of this Code and the Regulations
• "Dealing in securities" means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent
• "Dependent Family Members" shall include dependent spouse and dependent children
• "Designated Employees" shall mean all employees comprising the top three tiers of the Company's management, all employees in the Finance and Secretarial Departments and such other employees who may be so designated, from time to time, by the Company for the purposes of this Code and who may be able to have access to any 'price sensitive information' as defined in this Code or the Regulations. Top three tiers of the Company's management shall mean and include Board of Directors, Segment / Functional Directors and employees directly reporting to them
• "Insider" means any person who
  • is or was connected with the Company or is deemed to have been connected with the Company and who is reasonably expected to have access to unpublished price sensitive information in respect of securities of the Company, or
  • has received or has had access to such unpublished price sensitive information.
• "Officer of the Company" means any person as defined in Clause (30) of Section 2 of the Companies Act, including the Auditors of the Company
• "Price Sensitive Information" means any information, which relates, directly or indirectly, to the Company and which, if published, is likely to materially affect the price of securities of the Company.
  
  Explanation -
  
  The following shall be deemed to be price sensitive information: -
  
  • Periodical financial results of the Company
  • Intended declaration of dividends (Interim and / or Final)
  • Issue of Securities or Buy - back of Securities
  • Any major expansion plans or execution of new projects
  • Amalgamation, merger or takeover
  • Disposal of the whole or substantially the whole of the undertaking
  • Any significant changes in policies, plans or operations of the Company having material impact on the financials of the Company.
• "Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time
• "Securities" means Equity (Ordinary) Shares and all other securities of the Company issued and / or to be issued from time to time and listed / to be listed on the Stock Exchange(s) including derivatives, if any
• "Stock Exchange" means a stock exchange which is recognized by the Central Government or SEBI under Section 4 of Securities Contracts (Regulation) Act, 1956
• "Threshold Limit" means the minimum number of securities as decided by the Board of Directors of the Company from time to time. Until otherwise resolved by the Board, 5000 equity shares for Members of the Board and 2500 equity shares for Officers and other Designated Employees shall be the Threshold Limit
• "Trading Window" - means a trading period for trading in the Company's Securities as specified by the Company from time to time. All days shall be the Trading Period except those days specified in Clause 9 hereunder
• "Unpublished Information" means information which is not published by the Company or its Agents and is not specific in nature.
  
  Explanation-
  
  Speculative Reports in print or electronic media shall not be considered as Published Information.



• “Working day” shall mean the working day when the regular trading is permitted on the concerned stock exchange(s) where the securities of the Company are listed
• Words and phrases not specifically defined herein shall have the same meaning as defined under the Act, Companies Act, and the Regulations as amended from time to time.

Applicability

Unless otherwise resolved by the Board of Directors, the Company Secretary for the time being of the Company shall be the Compliance Officer for the purpose of this Code.

Functions, duties and responsibilities of the Compliance Officer

The Compliance Officer shall be subject to the supervision of the Board of Directors of the Company.

The Compliance Officer shall be responsible for -

• Setting forth policies, procedures, monitoring adherence to the Rules for the preservation of Price Sensitive Information, Pre - clearance of Trades of Directors, Officers and Designated Employees and their Dependent Family Members and monitoring of trades and implementation of this Code
• Maintaining the record of the Directors, Officers and Designated Employees and incorporate changes from time to time
• Assisting all employees in addressing any clarifications in the Regulations or this Code
• Ensuring that all Directors, Officers and Designated Employees of the Company shall conduct their dealings only when the Trading Window is open
• Ensuring that all Directors, Officers and Designated Employees furnish the details of transactions in the securities of the Company as stated in Clause 7 in the prescribed form and maintains a record of all the intimation received for a period of at least three years
• Maintaining records of all declarations as stated in Clause 7 in the prescribed form and to place the same before the Chairman and Managing Director or Whole Time Director, as the case may be, on a monthly basis
• Obtaining initial and continual disclosures from Directors, Officers and Designated Employees, major shareholders and to give information in respect of the disclosures made to all the Stock Exchanges where the securities are listed, within the prescribed period of receipt.

Reporting requirement for transactions in Securities

• By Directors, Officers and Designated Employees
  
  - Initial Disclosures
  
  All Directors, Officers and Designated Employees shall forward the following details of their securities, including that of their Dependant Family Members, to the Compliance Officer in Form A annexed hereto.
  
  Details of securities of the Company held
  
  
  • at the time of joining of the Company &
  • by new Directors, Officers and Designated Employees within two working days of becoming Directors, Officers and Designated Employees.
  
  - Monthly / Annual Disclosures
  
  In addition to the above, they shall also furnish to the Compliance Officer the following:
  
  
  • Monthly statement of transactions in securities of the Company in Form B annexed hereto. If there is no transaction in a particular month, ‘Nil’ statement need not be submitted
  • Annual statement of all their holdings in securities of the Company to be submitted within 30 days of the close of each Financial Year in Form C annexed hereto.
  
  - Continual Disclosures
  
  Any change in shareholding or voting rights, if there is a change in such holdings from the last disclosure made and the said change exceeds Rs. 5,00,000/- in value or 25,000 shares or 1% of the total share holding or voting rights, whichever is lower. Such changes in shareholding or voting rights, to be disclosed to the Company and the stock exchange where the shares are listed within two working days or such other time limit as may be specified in Form D annexed hereto.
   
• By Other major shareholders
  
  - Initial Disclosure
  
  Any person holding more than 5% shares / voting rights in the Company shall disclose the number of shares or voting rights held within two working days of receipt of intimation of allotment of shares or the acquisition of shares.
  
  - Continual Disclosure
  
  Any person who holds more than 5% shares or voting rights in the Company shall disclose to the Company the number of shares or voting rights held and change in the shareholding or voting rights within two working days, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure and such change exceeds 2% of total shareholding or voting rights in the Company.
  
  The disclosure required under this regulation may also be made through electronic filing in accordance with the system devised by the Stock Exchange.

Preservation of price sensitive information

• Directors / Officers / Designated Employees shall maintain the confidentiality of all Price Sensitive Information. They shall, while in possession of any Price Sensitive Information, neither deal in the securities of the Company on the basis of Price Sensitive Information nor pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company
• Price Sensitive Information is to be handled on a "need to know" basis. It should be disclosed only to those within the Company who need the information to discharge their duty
• Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc.

Prevention of misuse of price sensitive information

All Directors, Officers and Designated Employees of the Company shall be subject to trading restrictions in the following manner -

Trading Window

• All Directors, Officers and Designated Employees of the Company shall trade in the Company's securities only during the period specified by the Company from time to time
  
  The "Trading Window" shall be closed during the time the information referred to hereunder is unpublished. When the "Trading Window" is closed, the Directors, Officers and Designated Employees shall not trade in the securities of the Company during that period
• The "Trading Window " shall, inter - alia, be closed
  
  • From the date of the notice to the Stock Exchange of the meetings of the Directors or Committee of Directors until one day after the date of declaration / publication of the Annual / Half Yearly / Quarterly results as the case may be
  • From the date of the Board Meeting where the decision on any of the following matters is taken until one day after the decision is made public
    • Intended declaration of dividends (Interim and / or Final)
    • Issue of Securities or Buy - back of Securities
    • Any major expansion plans or execution of new projects
    • Amalgamation, merger or takeover
    • Disposal of the whole or substantially the whole of the undertaking
    • Any significant changes in policies, plans or operations of the Company having material impact on the financials of the Company.
  • "Trading Window" may be closed by the Company during such time in addition to the above period, as it may deem fit from time to time.
• The Trading Window shall be opened 24 hours after the information is made public
• No Director, Officer or Designated Employee shall conduct any dealing in the securities of the Company during the closure of the Trading window. In case of ESOPs (Employee Stock Option Plan), exercise of option may be allowed during the period when the Trading Window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when Trading Window is closed.

Pre - clearance of Trades

All Directors, Officers and Designated Employees of the Company and their dependents intending to deal in the securities of the Company upto the Threshold Limit fixed, as defined and provided hereinbefore, may do so without any pre - clearance from the Compliance Officer.

In all other cases, they should pre - clear the transactions as per the pre - dealing procedure as provided hereunder:

• Make an application in the prescribed form E annexed hereto, to the Compliance Officer indicating the estimated number of securities that he / she intends to deal in, the details as to the depository(ies) with which he / she maintains a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the Company in this behalf
• He / She shall execute an undertaking in favour of the Company incorporating, therein, inter alia, the following clauses, as may be applicable
  • that in case he / she has access to or receives Price Sensitive Information after the signing of the undertaking but before the execution of the transaction he / she shall inform the Compliance Officer of the change in his / her position and that he / she would completely refrain from dealing in the securities of the Company till the time such information becomes public
  • that in case he / she has access to or receives Price Sensitive Information after the signing of the undertaking but before the execution of the transaction he / she shall inform the Compliance Officer of the change in his / her position and that he / she would completely refrain from dealing in the securities of the Company till the time such information becomes public
  • that he / she has not contravened any provisions of this Code, as may be notified by the Company from time to time
  • that he / she has made a full and true disclosure in the said matter.
• The Directors / Officers / Designated Employees and their dependents shall execute their transactions in respect of securities of the Company within one week after the approval of pre - clearance is given failing which the transaction has to be pre - cleared again. They shall hold their investments in securities for a minimum period of 6 months from the date of purchase / actual allotment. In case of personal emergency the 6 months holding period may be waived by the Compliance Officer (application to made in Form F) after recording in writing the reasons in this regard.
  
  In case of the Compliance Officer intending to deal in the securities of the Company beyond the threshold limit the pre clearance of the Managing Director will have to be obtained. Similarly in case of personal emergency Compliance Officer may obtain the waiver from the Managing Director with regard to complying the minimum period of holding investments for 6 months.

Restrictions on the Company

The Company shall not deal in the Securities of another Company or associate of that other Company, while in possession of any Unpublished Price Sensitive Information of that other Company.

Penalty

• Any Director, Officer or Designated Employee, who trades in securities or communicates any information for trading in securities in contravention of this Code, shall be penalized and appropriate action shall be taken against them by the Company after giving reasonable opportunity to them to show - cause. He / she shall also be subject to disciplinary action, as deemed appropriate, including wage freeze, suspension, ineligibility for future participation in ESOPs etc.
• In addition to the action which may be taken by the Company, the persons violating the Regulations or this Code shall also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform SEBI accordingly.

General

• The decision of the Board of Directors of the Company with regard to any or all matters relating to this Code shall be final and binding on all concerned. The Board of Directors of the Company shall have the power to modify, amend or replace this Code in part or full as may be thought fit from time to time in their absolute discretion
• In case of any inconsistency between any of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 and this Code or in case of any omission of any of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 in this Code, the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 shall prevail or be applicable, as the case may be.

This Code has been duly approved by the Board of Directors at their meeting held on 10th November, 2010 and this Code shall be deemed to have come into force with effect from the said date.