CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Preface

This Model Code of Conduct for Directors & Senior Management personnel is a guide to help Directors on the Board & Senior  Management team of the Company to live up to Company ethical standards.

The rules and principles set forth in this Code are general in nature and the compliance with the Code shall be ensured read with other applicable policies and procedures of the Company.

This model code of conduct may be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.

Applicability

This Code of Conduct the code for the Board of Directors and Senior  Management shall be applicable to each member of the Board of Directors of Genera Agri Corp Ltd. The Company and  functional heads  of  the Company, or  such other  employees  of  the Company as  may be designated as members of the Senior management for the purposes of the Code by the Managing Director of the Company from time to time.(hereinafter referred to as Senior Management).

This Policy will come into force with effect from the day immediately following the day on which the shares of the Company are admitted for trading on Madras Stock Exchange Limited. References   herein   to   the   term   Company   shall   include   its   subsidiaries,   joint   ventures   and associates   unless   the   context   otherwise   requires.

Objective

The Code has been drafted in accordance with the provisions of Clause 49 of the Listing Agreement to be entered into by the Company with the MSE to:

a)  Set standards of Corporate governance by complying with laws, rules and regulations applicable to the Company and applicable policies and procedures  adopted by the Company and to   fulfill   the   responsibilities   to   stakeholders.

b) Set and Implement the Company's affairs in a fair, ethical and transparent governance practices, by adopting high standards of professionalism, honesty,  integrity, ethical   behavior, accountability and  corporate social responsibility in  all   dealings,&   satisfy   the   spirit   of law and not just the letter of the  law,  corporate  governance standards should go beyond the law.

The Code

The Board of Directors of the Company is entrusted with the fiduciary responsibility of oversight of the affairs of the Company. As Directors of the Company, they have a duty to make decisions and implement policies in the best interests of the Company and its stakeholders.

Therefore, the Directors and Senior  Management are obliged to carry 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 and procedures.

The Directors & Senior Management personnel are required to act with utmost care, skill and diligence and in accordance with the highest standards of personal and professional integrity and legal conduct, when  acting  on  behalf  of  the  Company  or  in  connection with  the  Company business   or   operations   and   at   social   events.

Conflict of Interest

The Directors and senior management personnel are expected to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company business interests. A Conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company.

Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect the independent and sound judgment on behalf of the Company. Directors & the Senior Management personnel are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest.  When in doubt, Disclosure is the best way out.

Regulatory Compliances

It is  the  general obligation  of  the  Directors  to  conduct the  business  and  operations of  the Company  in accordance  with  the  laws, rules, regulations, agreements, guidelines; standards including Accounting Standards governing its operations in the geographies where the Company operates. The Directors and Senior Management personnel shall acquire appropriate knowledge of  the  legal requirements  relating  to their  duties  sufficient to enable  them to  perform their obligations diligently.

The Directors and Senior Management personnel shall also comply with the internal Policies and procedures   of   the   Company   to   the   extent   applicable   to   them   including   but   not  limited   to compliance with Prohibition of Insider Trading policy of the Company.

Confidential Information and Corporate Disclosure Policy

The   Directors   and   Senior   Management   personnel   must   maintain   the   confidentiality   of information relating to the affairs of the Company until and unless authorized or legally required to   disclose   such   information and   shall   not   use   confidential   information   for   their   personal advantage.

The Directors and Senior Management are obliged to ensure continuous, timely and adequate disclosure of necessary information to the Company at regular intervals in respect of declarations required to be made under Applicable Laws, including the Companies Act, 1956 as amended, details of related parties and details of any material financial and commercial transactions where a   conflict   of   interest   is   likely.