Foreword

The Directors, both executive and non executive, and Associates are responsible for carrying out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies, including such other requirements which are incidental thereto. As Directors and Associates of Mahindra Satyam, we have a duty to make decisions and implement policies in the best interests of the company and its stakeholders. The Board of Directors of Mahindra Satyam is entrusted with the fiduciary responsibility of overseeing the assets and affairs of the company.

The code of conduct is applicable to:

(i) Both executive and non executive Directors of the company
(ii) All Associates of the company

The Board of Directors of Mahindra Satyam has adopted this Code of Ethical Business Conduct as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and to avoid any kind of conflicts of interest.

The rules and principles set forth in this code are general in nature and the compliance with the code shall be ensured to be read with other applicable company’s policies & procedures and the applicable laws of land wherever the company operates. The Directors and Associates may contact the Ethics Counsellor for assistance in interpreting the requirements of this code.

It is hereby clarified that the requirement to comply with this code does not constitute an express or implied promise of continued employment with Mahindra Satyam. Any amendments to this code shall be first approved by the Board of Directors and promptly disclosed on the company’s website.

Any queries regarding compliance or non compliance with this code may be raised in writing with the Chairman of the Board / Ethics Counsellor.

1. Complying with Legal requirements

1.1 Compliance with Laws, Rules and Regulations

The policy of Mahindra Satyam is to comply strictly with all laws governing its operations, and to conduct its affairs in keeping with the highest level of moral, legal and ethical standards. Accordingly, the Directors and Associates shall respect and obey the laws of the jurisdictions in which Mahindra Satyam operates and comply with all applicable laws, rules, regulations, agreements, guidelines, standards and internal policies, including other requirements incidental thereto. The company has an Insider Trading Policy, the adherence of which shall be ensured, in letter and spirit. The Directors and Associates are expected to be aware of all relevant laws and regulations involving their responsibilities as Associates of Mahindra Satyam and refrain from any illegal, unethical or otherwise improper activities. Where in doubt, the Directors and Associates may seek assistance from the Ethics Counsellor of the company.

1.2 Competition and Fair Dealing

All Directors and Associates are obligated to deal fairly with each other, and with the Company’s customers, suppliers, competitors and third parties. Directors and Associates should not take undue advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair dealing or practice. They should not discriminate on the basis of gender, race, nationality, caste and creed.

2 Acting with Integrity

2.1 Legal, Honest and Ethical Conduct

The Directors and Associates are required to conduct their duties legally, honestly and ethically while acting for and on behalf of Mahindra Satyam or in connection with its business or operations. They shall:

• Act in the best interests of, and fulfill their fiduciary duties to the stakeholders of the company
• Conduct themselves in a professional, courteous and respectful manner
• Act in good faith, with responsibility, due care, competence, diligence and independence
• Act in a manner to enhance and maintain the reputation of the company
• Treat their colleagues with dignity and shall not harass any of them in any manner

2.2 Conflict of Interests

The policies and procedures under this code requires that the Directors and Associates of Mahindra Satyam shall avoid any activity or association that creates or appears to create a conflict between the personal interests of the Directors and Associates and the  business interests of the company.

2.2.1 Other Employment / Assignments

The Executive Directors and Associates of Mahindra Satyam shall devote themselves exclusively to the business of the company and shall not accept any other work or assignment for remuneration (part-time or otherwise). The Directors and Associates are expected to avoid even the remote appearance of a conflict of interest even if the activity is non-remunerative.

2.2.2 Disclosure of Interest by Director

The Directors shall disclose conflicts of interest that Directors may have regarding any matters that are placed before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest and shall make available and share with other Directors, the information as may be appropriate to ensure proper conduct and sound operations of Mahindra Satyam.

2.2.3 Other Directorships

Acceptance of directorship on the Boards of other Companies which compete with Mahindra Satyam amounts to conflict of interest. The Directors and Associates shall obtain the prior approval of the Board of Directors before they accept such directorship(s).

2.2.4 Related Parties

The policies and procedures of Mahindra Satyam require the Directors and the Associates to avoid conducting any kind of business of the company, with their relatives or their significantly associated companies, firms and other businesses. In case of conflicts, disclosure shall be made to the Board of Directors and its approval shall be obtained before proceeding further.

2.2.5 Others

The conflict of interest may also arise in any other form, which at this point in time may not be practicable to enumerate. In case, of any doubts, questions or concerns in regard to any act, transaction or situation, the Directors or Associates must consult the Mahindra Satyam‘s Ethics Counsellor.

2.3 Bribery / Inducements / Gift and Hospitality

The Directors and Associates of Mahindra Satyam shall not accept any personal gifts which , because of their value, personal significance, position, role or the time at which they are offered, could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.

The Directors and Associates of the company shall also avoid offering gifts or payments or authorization of payments by way of gifts. Gifts on account of celebrations, memorial in nature, business meals, and gifts received because of personal relationship and not because of official position, mementos received because of attending widely held gatherings as panelist / speaker and other customary gifts which are not improper and do not in any way, influence the business decisions, are allowed under this policy.

2.4 Suspected Fraudulent behavior

Any acts of commission or omission which are detrimental to the business of the company i.e., bribery, fraud, pilferage, theft etc., will be termed as misconduct. Any such suspected fraudulent behavior is liable to be investigated as per process laid down and defined by the Ethics Counsellor and the Associate/s concerned is / are liable to face appropriate disciplinary action including termination from the services of the company.

2.5 Communication

Directors and Associates will be truthful, and accurate in their communication.

Effective communication is vital to avoid any kind of misrepresentations, misstatements and misleading impressions. All communication material shall be prepared against this backdrop and should be adequately backed by documentation to support any claims or statements made.

Certain designated persons or groups of persons will be authorized to communicate on specified matters depending on the sensitivity of information and no other person shall communicate in an out-of-turn manner on those matters.

2.6 Commitments

Directors and Associates should ensure that our customers have confidence in the commitments we make on behalf of Mahindra Satyam and its subsidiaries.

Decisions, commitments, or business agreements made by us as individuals are seen and envisaged by the outside world as having been made by Mahindra Satyam.

All decisions shall be taken by virtue of authority which may be ‘delegated’. This includes a duty to involve anyone else who may have the responsibility for such decision, and to make sure that everything has been accurately recorded.

2.7 Confidentiality of information

The Directors and Associates must maintain confidentiality of information relating to the affairs of Mahindra Satyam having gained knowledge of such information in the course of their service as Directors or Associates, until and unless authorized or legally required to disclose such information; and shall not use confidential information and other corporate opportunities for their personal advantage. rmation.

For more details, please read the Company’s policy on “Confidentiality of information”

2.8 Insider Trading

Directors and Associates are prohibited from using material information pertaining to the company before it is made public, for financial or other personal benefit or conveying this information to others. This constitutes a violation of Insider Trading policy and may even violate the law. This includes buying or selling the securities of the Company or its subsidiaries about which associate may have material non-public information and giving this “inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the information shared.

Directors, Management and Associates of Mahindra Satyam or its subsidiaries may have regular access to or benefit from inside information. In order to comply with the rules and regulations stipulated by relevant authorities, such persons are prohibited from directly or indirectly conducting securities transactions except during specific periods. More generally, any Associate is prohibited from conducting securities transactions if in possession of inside information. All Directors and Associates are also prohibited from providing third parties (including friends and family) with inside information. Any breach of these legal duties may lead to criminal and civil penalties being imposed upon director/s or associate of Mahindra Satyam or any third party to whom he / she has provided inside information. These penalties can include fines and / or imprisonment.

For more details, please read the Company’s Insider Trading Policy

3 Protecting Assets

3.1 Protection and proper use of the Company’s Assets

The Directors and Associates shall protect the assets of Mahindra Satyam and ensure their efficient and proper use. All company assets should be used for legitimate business purposes. The assets of Mahindra Satyam should not be used for other than business requirements of the company. Incidental personal use, if reasonable, does not amount to violations under this code.

3.2 Management and Mitigation of Risk

Company’s Business continuity and crisis management plan includes development and implementation of viable business plans to prevent potential business disruptions and resume business operations within acceptable time frames and at agreed service levels for the indentified key products and services. The objective of this plan is to delight and balance the interest of its key stake holders by addressing continuity requirements across regions and facilities in office locations. The company implements rigorous plans to ensure safety and welfare of Associates and to protect the assets and information from and during a disruption.

For more details, please read policy on Business Continuity

3.3 Information Security

Information security is the responsibility of all Associates and Directors of Mahindra Satyam. All Associates and Directors should comply and adhere to the acceptable use of computer resources such as data protection, information classification & protection, password usage & management, and third party access. Information security is classified as both tangible assets such as systems and business equipment facilities as well as intangible assets such as information technology, proprietary information, intellectual property and relationships with customers and suppliers. Any act of breach or violation against Mahindra Satyam’s information security policy will be viewed seriously and suitable disciplinary action will be initiated.

For more details on information security, please read IS-Policy

4 Maintaining an Equitable and Safe Workplace

4.1 Information Security

The policy of the Company is to provide equal opportunities to all its Associates without being biased to their race, region, caste, religion, color, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability. The company has a policy to eliminate overt and covert bias in recruiting, promoting and separating male and female Associates. The company strives to hire people on the basis of their qualifications, prior experience, expertise and abilities, and is determined to provide a work environment free of any form of unlawful discrimination.

The company shall promote gender equality in providing access to opportunities for training, learning, and participation in decision making. The company shall put in place organizational policies and practices that address various Associate issues including sexual harassment, work life imbalance and professional discrimination.

Any Associate with questions or concerns regarding any act of discrimination in the workplace is encouraged to bring the issue to the attention of his / her immediate supervisor or the head of the concerned business / support unit and further to the Ethics Counsellor.

For more details, please read the Associate Safety Policy

4.1.1 Non Solicitation

The Company believes that the services of an Associate are crucial to Mahindra Satyam and its clients. While employed with Mahindra Satyam and a period of one year thereafter, Associates shall not provide services to any of Mahindra Satyam’s clients (on the same account / project) with whom they have been associated in the preceding one year from the date of separation (for any reason) from Mahindra Satyam. During the tenure of employment with Mahindra Satyam and after the cessation of employment, the Associate is responsible for safeguarding Mahindra Satyam’s business and confidential information including its customers’ names and other business details, information regarding technical, trade or business data.

Associates should not solicit or induce or endeavor to solicit or induce any person who is employed by the company to cease working for or providing services to Mahindra Satyam. Associates should not also solicit or induce or endeavor to solicit any consultant, supplier or service provider to cease to deal with the company and shall not interfere in any way with any relationship between a consultant, a supplier or a service provider and the Company.

In any event of a violation of the above mentioned Mahindra Satyam reserves the right to any legal remedy available to it under applicable laws and claim any such damages from you as it may incur from this act of yours.

4.2 Anti Sexual Harassment

The Company’s Anti Sexual Harassment policy aims at bringing ‘zero tolerance’ policy on any act of sexual harassment / any discrimination based on sex and promote a work environment that encourages mutual respect, promotes respectful and congenial relationships between Associates, and is free from all forms of sexual harassment to any Associate or applicant for employment by anyone including vendors, or customers.

Sexual Harassment is a form of discrimination which includes a range of behavior from seemingly mild transgressions and annoyances, to actual sexual abuse or sexual assault, and will not be accepted in any form or manner.

Sexual harassment includes conduct of associates, managers, vendors and / or customers who engage in verbally or physically harassing behavior, which has the potential for humiliating or embarrassing an associate of the Company.

According to Mahindra Satyam’s Zero Tolerance Harassment Policy:

• All of the Company, both management and non-management, are responsible for assuring that a workplace free of sexual harassment is maintained.
• Any Associate may file a sexual harassment complaint regarding incidents experienced personally or incidents observed in the workplace.
• The Company is committed to maintaining a lawful, pleasant work environment where all Associates are able to effectively perform their work without interference of any type and requests the assistance of all Associates in this effort.

For more details, please read Anti Sexual Harassment Policy

4.3 Health, Safety and Environment (HSE)


Protecting the environment and the health and safety of Associates is of prime importance to the company and the company strives to provide a safe, healthy and hygienic environment to its workforce. The company attaches the greatest value to its personnel. It conducts its operations in a safe manner that minimizes adverse environmental impact. It strives to prevent all possible accidents, incidents, injuries and occupational illness.

Company believes in creating awareness among its Associates on work place practices and communicating information, instruction and training programs to all the Associates to enable them to comply with the Environment, health and safety policy of the company.

For more details, please read the HSE Policy

5 Relating with Stakeholder

5.1 Customers

Mahindra Satyam’s business success depends upon its ability to foster lasting customer relationships. The company is committed to dealing with customers fairly, honestly and with integrity. Specifically, the following guidelines should be kept in mind while dealing with customers:

• Information supplied to customers should be accurate and complete to the best of the knowledge. Directors and Associates should not misrepresent information to customers.
• Directors and Associates should not refuse to provide services to the customer, in the event one of the Mahindra Satyam’s competitors is also providing services to the same customer.
• Customer entertainment should not exceed reasonable and customary business practice. Directors and Associates should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for, customers’ purchase decisions. Please see “Gifts” above for additional guidelines in this area.

5.2 Partners

The policy of the Company is to cultivate a global network of collaborative and mutually beneficial alliances. We will respect partners' customs and traditions, and be honest and ethical in our dealings. We will work with partners in the creation of successful ventures with high standards of integrity and business practice. We will use our values and principles in dialogue with other organizations and in considering new and existing relationships.

5.3 Suppliers

Mahindra Satyam and its subsidiaries deal fairly and honestly with their suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation. Directors and Associates dealing with suppliers should carefully guard their objectivity.

Specifically, no Director or Associate should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Directors and Associates can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts” above for additional guidelines in this area.


5.4 Competitors

Mahindra Satyam is committed to free and open competition in the marketplace. Directors and Associates should avoid actions that could reasonably be construed as being anticompetitive, monopolistic or otherwise contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and / or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

5.5 Community

Mahindra Satyam will contribute to the wellbeing of the societies in which we operate through our business activities. We will maintain the highest level of integrity while respecting local laws, customs and traditions. We will work with community and other organizations to support non-profit making activities and activities that benefit wider society.

6 Raising Concerns with the Ethics Counsellor

6.1Ethics Counsellor

The Ethics Counsellor is primarily responsible for overseeing and managing compliance issues within the organization. The Ethics Counsellor is in charge of ensuring, that the company and its Associates are complying with internal policies and procedures.

6.2 Whistle Blower

The Mahindra Satyam Whistleblower Policy is a critical means through which stakeholders can raise actual or suspected violations. The policy is applicable to all Associates (including permanent and on contract) Customers and Suppliers / Vendors of Mahindra Satyam.

The policy sets out ways through which the stakeholders can raise concerns that relate to actual or suspected violations of the Code of Ethical Business Conduct, Accounting, Internal Accounting Controls, Auditing Matters and applicable national and international laws including statutory / regulatory rules and regulations which includes but not limited to Companies Act, SEBI and SEC Regulations.

A "whistleblower complaint" is a complaint where a Complainant / Whistle Blower ( person raising the Complaint) believes that Mahindra Satyam (or an officer or Associate of Mahindra Satyam) has, or may have, breached the Code of Ethical Business Conduct, Accounting, Internal Accounting Controls, Auditing Matters and applicable national and international laws including statutory / regulatory rules and regulations.

Alerting Mahindra Satyam to potential issues will assist in promoting compliant corporate environment and will protect Mahindra Satyam’s reputation. All the stakeholders have an obligation to raise such concerns as soon as possible.

All the stakeholders shall address the complaints / concerns to the Ethics Counsellor. In case of a complaint / concern against Ethics Counsellor, the same shall be addressed to the Chairman of the Board of Directors.

For more details, please read the Company’s Whistle Blower Policy

6.3 Concerns about Integrity and Non Compliance

Concerns about Integrity and non compliance with Mahindra Satyam Code of Ethical Business Conduct will be investigated as per process laid down and defined by the Ethics Counsellor. The Associate/s concerned who is / are found to be non compliant after the investigation are liable to face appropriate disciplinary action including termination from the services of the company.

Mahindra Satyam’s investigation process includes.

• Associates need to write to Ethics Counsellor immediately and raise a concern with required evidences and documents
• The Redressal Committee consisting of experts with the right knowledge and objectivity from within the company may be assigned to investigate into the matter and respond to the escalation within 48 hours
• The Redressal Committee should conduct an inquiry and come up with a report within 15 working days from the date of the initial complaint
• The Redressal Committee should recommend the corrective actions to the appropriate managers for implementation. In the event the accused is found guilty, penalties will be prescribed through Ethics Counsellor, and will be implemented by HR
• The person raising the concern will also receive an update on the final outcome.
  

7 Additional Policies & Standards

7.1 Disclosures Standards

As a public company, Mahindra Satyam is committed to full, fair, accurate, timely disclosure in reports and documents that it files with, or submits to, the regulatory authorities in India or aboard and in other public communications of the company. For honoring this commitment, the Directors and Associates shall be responsible to ensure internal controls over financial reporting and also compliance with the disclosure and reporting requirements.

7.2 Investor Relations

Mahindra Satyam investor relations shall be ethical, professional, transparent and investor friendly. We recognize the right of our investors to information and shall always be attentive to this need. The relevant information will be speedily disseminated and shall be as informative as is required to be, subject to consideration of confidentiality and applicable legislation. We respect the right of investors to express their views during investors meet including the general meetings of the company, on matters forming part of the agenda and on the performance of the company, and shall respond to their observations and queries to the fullest extent permissible. No information shall be made available on a selective basis to a specified group of investors in a manner that places them at an advantage over other group of investors. We shall always respond speedily and with courtesy to our investors on matters relating to securities held by them in the company.

7.3 International Trade Control

International Trade Control (ITC) laws affect the transmission of goods, services and technology across national borders. Mahindra Satyam is committed to comply with these laws and trade controls in all of its operations — shipping products, exchanges of information across national boundaries, including e-mail and web access.

7.4 Money Laundering Prevention

Money Laundering implies engaging, directly or indirectly, in a transaction that involves property that is the proceed of crime, or receiving, possessing, managing, investing, concealing, disguising, disposing of or bringing any property that is the proceeds of an act identified as a crime under the Prevention of Money Laundering Act or any other applicable legislation.

Mahindra Satyam is committed to comply fully with all anti-money laundering and anti-terrorism laws throughout the world. It conducts business only with reputable customers involved in legitimate business activities, with funds derived from legitimate sources. Each business is required to take reasonable steps to prevent and detect unacceptable and suspicious forms of payment.

7.5 Working with Government

In the course of its business, Mahindra Satyam shall apply the highest ethical standards while interacting with government agencies, officials and public international agencies. It abides by the applicable laws and regulations relating to its working with governments, including certain special requirements associated with government transactions.

Company keeps checks on the following


• Deviation from contract requirements without the written approval of the authorized government official
• Submission of inaccurate or incomplete cost or pricing data to the government

Associates that violate this policy may be subject to disciplinary action which may even extend up to termination of services.

7.6 Intellectual Property

Mahindra Satyam’s intellectual property is one of its most valuable assets and the company has exclusive legal rights over its trademarks, patents, copyrights, business methods, and industrial processes.

 All Associates must work to safeguard company’s patents, trademarks, copyrights, trade secrets and other proprietary information. At the same time, it is also critical that we respect the valid intellectual property rights of others. Unauthorized use of others’ intellectual property is not permitted.

Mahindra Satyam consults with its legal counsel before

• Accepting or using proprietary information of outsiders of a competitor
• Disclosing its proprietary information to outsiders
• Permitting outsiders to use its intellectual property

For more details, please read IP Enablement Policy-1.

7.7 Controllership

Controllership embodies three fundamental elements: (1) rules that classify transactions and balances appropriately; (2) systems and controls that protect assets and accumulate information consistently and correctly; and (3) financial and transaction reporting that is timely and unbiased.

Mahindra Satyam creates the right environment for disclosing timely, reliable and accurate information to government agencies and to the public. It complies with the Generally Accepted Accounting Principles, standards and regulations for accounting and financial reporting.

It assures regulatory compliance by preparing or reviewing reports and necessary procedures, it designs, implements and monitors internal controls to safeguard assets and provide reliable financial statements.

Mahindra Satyam complies with the applicable laws and regulations relating to the preservation of documents and records. It preserves documents and records relevant to pending or reasonably foreseeable litigation, audits or investigations, and as directed by company counsel.

© Mahindra Satyam 2009


This document includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although Mahindra Satyam believes that the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. These statements may involve risks and uncertainties that could cause actual results to differ materially from the expected results. Such risks include, but are not limited to, the risk factors described in Mahindra Satyam’s Registration Statement on Form F-3 and in other reports and periodic filings made from time to time with the Securities and Exchange Commission.
Any and all content contained within this document is the property of Mahindra Satyam.  No portion of any content contained herein may be copied, circulated, quoted or reproduced outside of the Organization without the express permission of Mahindra Satyam for any purpose whatsoever.