1. COMPANY’S PHILOSOPHY:

The company’s philosophy is to establish a good corporate governance to ensure accountability, transparency and stakeholder protection

2. BOARD STRENGTH AND REPRESENTATION:

The Board Consists of eight members. The composition of and the category of directors on the Board of the Company were as under:

Senior Management Personnel:

1.Mrs.Shilpa Burman-Company Secretary & Compliance Officer.

2.Mr.Raj Kishore Prasad-Chief Financial Officer.

3. CODE OF CONDUCT : The company has introduced code of conduct / Ethical standard for behaviour for Directors and Senior Management personnel. The details of the same are as follows:

A. POLICY:

We in consonance with Schedule IV of Companies Act 2013. will comply fully with all laws governing our operations and conduct our affairs in accordance with the highest ethical and legal standards.

Compliance with this policy means not only observing the law but conducting the company’s business at all its locations in such a manner as to ensure that NCL is recognized as an ethical, law abiding corporate citizen. The spirit of this Policy demands that the company maintains a high degree of integrity in its interactions with all its constituents-customers, employees, shareholders, suppliers etc.,

B. ETHICAL STANDARDS OF BEHAVIOUR:

1. Compliance with NCL Values, Policies and Standards should be in letter and in spirit.

Comply in letter and spirit with the Values, Policies and Standards of the company as mentioned here and in such other documents as may be specified from time to time.

2. The highest levels of honesty, integrity and confidentiality should maintained in business dealings with customers, suppliers, fellow employees and all other stakeholders.

Act in the interest of the company in a fair manner and use discretionary powers and authority for the purposes for which these were conferred and not for personal gain or unjustified benefits for the company.

Engage only in business practices that are fair and aboveboard.

3. All statutory requirements should be complied with in letter and spirit.

Comply in letter and spirit with relevant legislations.

Disclose in advance, any interpretation not in consonance with the spirit of the law-

 • In the case of Directors, to the Board of Directors

 • In the case of Senior Manager , to the Chairman / Managing Director

 • In the case of all other employees, to the Senior of the company

4. Speculative trading in the shares of the companies in the Group should not be done.

Do not engage in any form of speculative trading in the shares of the company. Lodge immediately for transfer company shares purchased. Do not use knowledge of company’s workings for personal gains.

C. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

1. Other than for Directors of the company, employees should be considered as being full time unless otherwise stated. Do not engage in any other employment or occupation-full time or part time- during employment with the company.

2. Situations giving rise to conflicts of interests in the discharge of official duties should be scrupulously avoided. Do not get involved in situations or activities, which would lessen the impartiality, judgment, effectiveness or productivity necessary in the discharge of official duties.

3. Directors should not serve on the Boards or in management or consulting positions of direct competitors , which are likely to lead to conflict of interests.

4. Disclose in full, details of situations where there is a likelihood of potential for such conflicts of interests, for an objective assessment. Directors and senior management personnel should disclose their shareholding interest beyond 2% held with a direct competitor.

5. In company matters, do not deal with members of your immediate family, near relatives, and close friends, e.g., by offering employment or contracts, purchasing assets, appointing as dealers, etc. where however, such a situation becomes obligatory, entrust the decision to the Chief Executive or the Board of Directors of the company.

6. Do not accept from present or prospective customers, suppliers or competitors any gifts, favours or complimentary items that go beyond the common courtesies usually associated with ethical business practices.

7. Refrain from lending to / borrowing from colleagues, competitors, customers, suppliers etc.,

4. MEANS OF COMMUNICATION:

a) The quarterly and half yearly results are published in the following newspapers.

Business Standard/Business Line and Sanjevani.

The printed annual report is dispatched to individual shareholder. The material disclosures are informed to the stock exchanges for publication on the announcement by the Board. The company is having its website posted at www.naturalcapsules.com

b) Management Discussions Analysis (MDA) report which forms part of Annual Report is given in Annexure B.

5. GENERAL SHAREHOLDER INFORMATION:

a) M/s Cameo Corporate Services Ltd, “Subramaniam building” No.1, Club house road,Chennai, are the registrars and share transfer agents and their registration no. is INE936B01015. Email id:Kandhimathi@cameoindia.com

b) Majority of Company's shares being in Demat form the transfers are mainly on line.

c) Stock Exchange Listing:

The company’s shares are presently listed on BSE only.

Scrip Code:Mumbai Stock Exchange code no.524654