CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING OF SECURITIES OF SHARON BIO-MEDICINE LIMITED

In order to comply with the mandatory requirement of the SEBI (Prohibition of Insider Trading) Regulations, 1992, it was necessary to formulate a Code of Conduct for Prevention of Inside Trading for SHARON BIO-MEDICINE LTD (hereinafter referred to as " SHARON ").

This document embodies the Code of Conduct for prevention of Insider Trading in SHARON securities (hereinafter referred to as "SHARON Code") to be adopted by SHARON and followed by its Directors, Officers and Employees. The SHARON code has been drafted on the principle that insider trading is detrimental to the interest of both, SHARON and its shareholders. SHARON also recognizes the fact that the investing public needs to be well informed and ought to be able to be fully aware of all the factors contributing to the price of SHARON Securities as are the existing shareholders of SHARON , while making investments so as to have a truly level playing field. The SHARON Code sets out the guiding principles for all concerned persons associated with SHARON and their dealings in securities and seeks to ensure timely and adequate disclosures of price sensitive information to the investing public by SHARON to enable them to be informed about decisions with regard to SHARON Securities.

1. EFFECTIVE DATE

This Code of Conduct for Prevention of Insider Trading in SHARON 's securities (hereinafter referred to as "SHARON Code") shall come into effect from the date it is approved by the Board

2. DEFINITIONS

For the purpose of SHARON code all the words and phrases not specifically defined hereunder shall have the same meaning as assigned to under the Insider Trading Regulations;

(a)"Act" means the Securities and Exchange Board of India Act, 1992, as may be amended from time to time.

(b)"Code of Corporate Disclosures Practices" shall mean the Code of Corporate disclosure and Practices for Prevention of Insider Trading as specified in Schedule II of Insider Trading Regulations

(c)"Compliance Officer" shall mean the Company Secretary or such other person as may be designated by the Board of Directors of SHARON to act as Compliance Officer for the purpose of Insider Trading Regulations and SHARON Code.

(d)"Dealing in Securities" shall mean an act of subscribing, buying, selling or agreeing to subscribe by, sell or deal, directly or indirectly, in any securities of SHARON by any person either as principal or agent ;

(e)"ESOP" shall mean the Employee Stock Option Plans devised by SHARON from time to time.

(f)"Family members" shall mean the following persons :

1. Spouse
2. Father
3. Mother (including step-mother)
4. Son (including step-son)
5. Son's wife
6. Daughter (including step-Daughter)
7. Daughter's Husband
8. Father's father
9. Mother's mother
10. Mother's father
11. Son's son
12. Son son's wife
13. Son's daughter
14. Son's daughter's husband
15. Daughter's son
16. Daughter's son's wife
17. Daughter's daughter
18. Daughter's husband
19. Brother (including step-brother)
20. Brother's wife
21. Sister (including step-sister)
22. Sister's husband

(g)"Insider" shall include the following persons ;

1. All the Directors of SHARON ;
2. All Executives of SHARON ;
3. All Employees in the grade of Vice Presidents, General Managers, Company Secretary;
4. All the employees in Secretarial & Legal Department, Internal Audit Department, Personnel Department and Accounts Department;
5. Such other persons may be designated by Compliance Officer.

(h)"Insider Trading Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

(i) "Need to know basis of disclosure of unpublished Price Sensitive Information/confidential information" means the disclosure of such information only to those within SHARON who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.

(j)"Price sensitive information" shall mean any information which relates directly or indirectly to SHARON and which if published is likely to materially affect the prices of securities of SHARON and without limitation shall include the following :

i. periodical financial results;

ii. intended declaration of dividends (both interim and final)

iii. issue of securities or buy-back of securities;

iv. any major expansion plans or execution of new projects;

v. amalgamation, mergers or takeovers;

vi. disposal of the whole or substantial part of the undertaking;

vii. any significant changes in policies, plans or operation of SHARON ;

viii. Such other information as may be specified by the Compliance Officer as price sensitive information;

(k)"Securities" shall include shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of like nature issued /which may be issued by SHARON and listed on a recognized stock exchange.

(l)"Shareholders/Investors Grievances Committee" shall mean the committee appointed in this behalf by the Board of Directors of SHARON .

(m) "Stock Exchange" shall mean The Stock Exchange, Mumbai, The Pune Stock Exchange and The Hyderabad Stock Exchange and any other stock exchange as may be notified by the Compliance Officer from time to time.

(n) "Trading window" shall mean the period during which dealing in SHARON 's securities is permitted as provided in Clause 5.1.

For the purpose of the SHARON Code, all words and phrases not specifically defined hereunder shall have the same meaning as assigned to them under the Insider Trading Regulations.

3. COMPLIANCE OFFICER

3.1.Company Secretary of SHARON will act as the Compliance Officer for the purpose of SHARON Code.

The Compliance Officer shall implement the SHARON Code under the general supervision of the Board of Directors of SHARON .

3.2 The Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the SHARON code for the preservation of price sensitive information, pre-clearing of insiders' (and their family members trades) (through respective department heads), monitoring of trades and the implementation of this code of conduct under the overall supervision of the Board of Directors;

In the event that the Insider liable for action under the SHARON Code is a member of the Shareholders/Investor Grievances Committee of SHARON then the Compliance Officer shall refer the matter to the Board of Directors of SHARON for its consideration at the next immediate meeting of the Board.

3.3 The Compliance Officer shall maintain a record of the insiders as specified in Exhibit- A and any changes made in the list of such insiders updated based on the communication received from the Personnel Dept. on a monthly basis;

3.4 The Compliance Officer shall assist all insiders in addressing any clarifications regarding the Insider Trading Regulations and SHARON Code as also the Code of Corporation Disclosure Practices for prevention of Insider trading.

3.5 The Compliance Officer shall place before every Board Meeting a report as specified in Exhibit- B on the compliance of the Insider Trading Regulations and SHARON Code;

4 . PRESERVATION OF "PRICE SENSITIVE INFORMATION"

4.1 All the insiders shall maintain the confidentiality of all price sensitive information. The insiders shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities, which are listed on Stock Exchange.

4.2 All the insiders shall handle any unpublished price sensitive information strictly on a "need to know" basis. All such information directly received by any insider from any source outside of SHARON should immediately be reported to the concerned head of the department/Chairman/Vice Chairman and Managing Director/Managing Director & President, as the case may be.

4.3 All the files/papers containing confidential information (whether or not the price sensitive information) shall be kept secured. If such files are computer files, then the same must have adequate security of login pass word etc.

5. PREVENTION OF MISUSE OF PRICE SENSITIVE INFORMATION

5.1 All the insiders shall conduct all their dealing in SHARON securities only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the securities during the periods when trading window is closed;

5.2 When the trading window is closed, insiders shall be prohibited from dealing in securities in such period;

i. the trading window will be closed seven days prior to the date of the meetings of the Board of Directors of SHARON or during such periods as may be notified by the Compliance Officer;

ii. the trading window will be opened 24 hours "after the Board meeting is over";

iii. the Compliance Officer shall inform all the insiders about the exact period when the trading window will be closed at least 2 days prior to the beginning of such closure.

5.3 In case of ESOPs (as and when issued in future) exercise of option may be allowed in 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.

5.4 All the insiders who intend to deal in SHARON 's securities

(i) the market value of which is not less than Rs. 5,00,000/- (Rupees Five Lacs only) or

(ii) 2500 equity shares whichever is less should pre-clear the transactions as per the pre-dealing procedure as described hereunder:

a) An application be made by the insider in the form specified in Exhibit- C to the Compliance Officer, indicating the estimated number of securities that the insider intends to deal in, the details as to the depository with which the insider has a security account, the details as to the securities in such depository mode, the price at which the securities are traded etc.

b) Along with the application, the insider shall submit an undertaking in the form specified in Exhibit- D,

c) Within two working days of the receipt of the application together with the necessary undertaking, the Compliance Officer shall either clear the requested deal or refuse to clear the deal by giving the reasons thereof in writing. If the insider does not receive any response from the Compliance Officer within the said period, then the requested transaction shall be deemed as cleared by the Compliance Officer;

5.5. All the insiders shall execute their order in respect of Securities of SHARON within one week after the clearance by Compliance Officer/deemed clearance of the transaction. If the order is not executed within the said period of one week, the insider must pre clear the transaction again by following the procedure mentioned in cause 5.4.

5.6 All the insiders shall hold their investments in SHARON securities for a minimum period of (six months) from the date of purchase/acquisition in order to be considered as being held for investment purposes.

5.7 In case of the sale of SHARON securities by the insider is necessitated by personal emergency, the Compliance Officer may waive the holding period after recording in writing his/her reasons in this regard.

6. REPORTING REQUIREMENTS FOR TRANSACTION IN SHARES/SECURITIES.

6.1 All the insiders shall be required to forward following details in respect of securities held by the insider (including the securities held by the family members) in the forms specified hereunder to the Compliance Officer.

a) Initial disclosure: all holdings in SHARON securities as on the effective date of this code/as on the date of joining SHARON . Such statement shall be in the form specified in Exhibit- E and shall be delivered to the Compliance Officer within 15 days from the effective date of this code/date of joining SHARON

b) Monthly disclosure: a statement of transaction in SHARON securities from the date of acquisition until the holding reduces to zero in the form specified in Exhibit- F shall be delivered to the Compliance Officer on or before 7th day of the month succeeding the month for which the statement pertains; and

c) Annual disclosure: a statement of all holding in securities in the form specified in Exhibit- G shall be delivered to the Compliance Officer on or before 7th April, each year.

6.2. The Compliance Officer shall maintain records of all the above declaration for a minimum period of three years

6.3 The Compliance Officer shall place before the Shareholders/Investors Grievance Committee of ALL, on a monthly basis, all the details of the dealing in the securities by the insiders and the accompanying documents that such insiders had executed under the pre-dealing procedure as envisaged in SHARON Code.

7. PENALTY FOR CONTRAVENTION OF SHARON CODE

7.1 Any insider who trades in securities or communicates any information for trading in securities in contravention of SHARON Code shall be liable to pay the penalty as may be decided by the Shareholders/Investors Grievances Committee of SHARON based on the recommendation of the Compliance Officer. Compliance Officer shall make his/her recommendation after taking into consideration the nature of information in possession of the insider and the movement of SHARON securities' prices in the market.

7.2 Any penalty levied pursuant to clause 7.1 shall be recovered as follows;

a) from the salary of the insider, where such insider is an employee of the company.

b) From the fees, where such insider is a Director/Consultant on contract basis;

c) In any other case, such penalty shall be payable immediately on demand by the Compliance Officer;

7.3 The penalties recovered pursuant to clause 7.2 above shall be kept in a separate bank account. The amounts credited to such bank account shall be dealt with as may be directed by SEBI/Stock Exchange.

7.4 The insiders who violate the SHARON Code (other than as specified in clause 7.1 above) shall be subject to disciplinary action by SHARON , which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc. Such action shall be taken only on the recommendation of the Shareholders/Investors Grievances Committee.

7.5 Any action taken by SHARON pursuant to above shall not preclude SEBI from taking any action in case of violation of Insider Trading Regulations.

8. INFORMATION TO SEBI IN CASE OF VIOLATION OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992

In case it is observed by Compliance Officer that there has been a violation of Insider Trading Regulations, then the Compliance Officer shall inform SEBI about such violation within a period of 7 (seven) days from the date of knowledge of such violation.