The Beginning of Omaxe Ltd.

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The beginnings Incorporated as Omaxe Builders Private Limited in 1989, to undertake construction & contracting business, the company changed its constitution to a limited company known as Omaxe Construction Ltd. , in 1999. The name of the company has now changed to Omaxe Ltd in 2006. [pic] Omaxe was founded by Shri. Rohtas Goel, a first generation entrepreneur, a civil engineer by qualification and a visionary. With over two decades of experience in construction and real estate development, Rohtas Goel, as Chairman & Managing Director of Omaxe Ltd. has been at the forefront of the real estate industry, following its motto “Turning Dreams into Realty” through building world class residential and commercial projects. As a civil construction and contracting company, Omaxe successfully executed more than one hundred and twenty industrial, institutional, commercial and residential projects for a number of prestigious Indian private, public sector and Multinational's clients such as Amity University, LG, Pepsi, Samsung, Wave Cinemas, National Brain Research Centre, P. G. I. M.

E. R, Apollo Hospitals and Delhi High Court. To capture the opportunities offered by the growing real estate market in India, Omaxe entered the real estate development business in 2001. Today and Tomorrow In the span of a few years, Omaxe Ltd. has experienced exponential growth and success, crowned by its landmark IPO oversubscribed by 68 times in 2007, and is now amongst the largest public-listed real estate development companies in India. The company has completed and delivered 17 projects across India, covering sprawling 10. 8 million sq ft of total area, consisting of 9 Group Housing projects, 2 integrated townships and 6 commercial projects. The company currently has 53 projects under execution and planning. Among these are 21 Group Housing projects, 21 Integrated Townships including a Hi-Tech City, 9 shopping malls and commercial complexes and 2 Hotel projects. These 53 projects are located in 38 towns in 10 states in northern, central and southern India. Besides, there are 8 ongoing infrastructure & contracting projects. To undertake such expansion, Omaxe Ltd. oday, is backed by a professional and competent Team Omaxe: a constantly growing workforce of currently over thirteen hundred professionals, including highly-qualified engineers, architects, Chartered Accountants, MBA’s, etc. With high standards in line with Mr. Goel’s vision and ambitions, Team Omaxe makes Omaxe Ltd. a strong, structured and high-growth ISO-certified company with a bright future. Taking forward our vision to provide an environment of professionalism, competence, teamwork and service excellence, Omaxe is working towards benchmarking our HR policies with the best employers and international standards.

Thanks to its strong experience in construction, Omaxe’s uniqueness also lies in the fact that the company doesn't give its projects on sub contract: while assuring timely completion, this also allows keeping pace with the progress in construction technology, helping to give clients “value for money”. Today, OMAXE enjoys a reputation of being one of India's leading real estate developers with an indelible focus on customer satisfaction. Omaxe has adopted quality system standards that integrate technological and design innovations with a strong technical base to provide state-of-the-art real estate options.

Omaxe has also been the first to: • offer Penalty Clause • introduce Sample Flats concept • offer ready-to-move-in homes Besides this, Omaxe is the first to have created and implemented the concept of Eco Friendly City, integrating Environment Protection Measures in all projects, with a defined implementation process. For Omaxe, environment protection and innovative architecture and practices are the standards of today and tomorrow’s in real estate development. Achievements & Awards Omaxe was the first Construction Company of northern India to receive an ISO 9001:2000 Certification.

Omaxe has received a number of awards from the industry as recognition of its continued commitment and efforts towards achieving excellence in concept and construction quality. ‘Svedala’, ‘Udyog Ratna', ‘Pride of the Country', ‘Arya Vaidya Sala' & ‘Industrial Award' are some of the many prestigious awards that have honored Omaxe in the past years. | | | | | | | | Vision”: • Commitment towards Quality, Integrity and Value Creation for all stakeholders / customers. • Implement Best Business Practices that goes beyond customer expectations. • Establish new benchmarks for the industry by besting existing standards. • Deliver high quality Residential and Commercial projects that correlate with Global Developers. • Lead the real estate industry with high caliber, efficient manpower and cutting edge technology. • To ensure continuous delight for our customers and stakeholders by always staying a step ahead of the curve. Accelerate the limits of excellence through path breaking innovation and professionalism. OUR MISSION • To create a progressive organization that can boast of International Standards in Integrity, Ethics, Corporate Social Responsibility and Business Transparency. • To create a culture of professionalism, core competence, teamwork, leadership and service excellence. • To conceive and deliver quality that conforms to the best practices of Eco – Friendly development. • To leverage modern cost effective techniques resulting in quality, durability, wealth creation and value multiplication CODE OF Business conduct and ethics

Philosophy The Company is committed to the adoption of best corporate governance practices which ensure accountability of management and maximisation of stakeholders value. We shall strive to put in place process, system, control and governance structures for protecting and furthering the interest of our stakeholders. |National Interest | |The Company shall be committed in all its actions to benefit the economic development of the country and work towards making | |India a developed nation.

It shall not undertake any project or activity to the detriment of the national interest or those that| |will have any adverse impact on the social and cultural life. The Company shall conduct its business affairs in accordance with | |the economic development, foreign policies, objectives and priorities of the nation and shall strive to make a positive | |contribution to the achievement of such goals at the regional, national and international levels. |Stakeholders | |The Board of Directors of the Company shall duly and fairly inform its stakeholders about all relevant aspects of the Company's | |business, and disclose such information in accordance with the respective regulations and agreements. | |People | |We believe in line of our HR Philosophy to uphold the values which are at the core of our business ethics, honesty, integrity, | |team work, objectivity, self respect and human dignity.

We believe in fair & trustworthy relationships. | |Equal-Opportunities | |The Company shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard | |to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. | |Employees of the Company shall be treated with dignity and in accordance with the Company’s policy. |Employee policies and practices shall be administered in a manner that ensures in all matters equal opportunity is provided to | |those eligible and the decisions are merit-based. | |As a good corporate citizen, OMAXE Limited is committed to a gender friendly workplace. This is in order to enhance equal | |opportunities for men and women; to prevent/stop/redress sexual harassment at the workplace and to guarantee good employment | |practices.

Sexual harassment includes unwelcome sexually determined behaviour such as: unwelcome physical contact; a demand or | |request for sexual favour; sexually colored remarks; showing pornography and any other unwelcome physical, verbal or non-verbal | |conduct of a sexual nature. The Company maintains an open door for reporters; encourages employees to report any harassment | |concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. |Elimination of Child Labour | |It is the Company’s policy not to support child labour. The Company is committed to implement the provisions of the Child Labour| |(Prohibition and Regulation) Act, 1986. The Company is aware of social reality of the existence of child labour and recognises | |that this evil cannot be eradicated by simply setting up rules or inspections.

Towards this end, the Company is committed to | |work in a pro-active manner to eradicate child labour by actively contributing to the improvement of children’s social | |situation. | |Safety, Health and Environment | |The Company attaches great importance to a healthy environment and to the safety of its employees. The Company shall be | |committed to prevent the wasteful se of natural resources and minimise any hazardous impact on environment. | |Ethical Conduct | |Every employee of the Company, which shall include a whole-time director and the managing director shall deal on behalf of the | |company with professionalism, honesty and integrity, as well as high morale and ethical standards. Such conduct shall be fair | |and transparent and be perceived to be as such by third parties. |Transparency and Accountability | |All Company employees shall ensure that their actions in the conduct of business are totally transparent except where the need | |of business security dictates otherwise. Such transparency shall be brought through appropriate policies, systems and processes,| |including appropriate involvement of more than one manager in recording decision logic and maintaining supporting records.

All | |managers shall voluntarily ensure that their areas of operation are open to audit and the conduct of their activities are | |totally auditable. | |Conflict of Interest | |All Company employees must avoid situations in which their personal interest could be in conflict with the interest of the | |Company.

The guiding principle is that any conflict or potential conflict must be disclosed to higher management for guidance | |and appropriate action | |Gifts and Donations | |The Company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, | |remuneration or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the | |conduct of its business, however, the company and its employees may accept and offer nominal gifts which are customarily given | |and are of commemorative nature for special events. | |The Company and its employees shall not offer or give any Company’s fund or property as donation to any government agency or | |their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties. |Financial Reporting and Records | |The Company shall prepare and maintain its accounts truly and fairly in accordance with the accounting and financial reporting | |standards which represent the generally accepted guidelines, principles, laws and regulations of the country in which the | |Company conducts its business affairs. | |Internal accounting and audit procedures shall fairly and accurately reflect all of the Company's business transactions and | |disposition of assets. All required information shall be accessible to Company’s auditors and other authorised parties and | |government agencies. There shall be no willful omissions of any company transactions from the books and records. |Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a | |violation of this code, apart from inviting appropriate civil or criminal action under the relevant laws. | |Regulatory Compliance | |Every employee of the Company shall, in his or her business conduct, comply with all applicable laws and regulations, both in | |letter and in spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in | |the applicable laws and regulations are below that of the code, then the standards of the code shall prevail. |Protecting Company’s Assets | |The assets of the Company should not be misused but employed for the purpose of conducting the business for which they are | |procured. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as | |intangible assets such as proprietary information, relationship with customers and suppliers, etc. | |Selecting Suppliers | |The Company’s suppliers make significant contributions to our success. To create an environment where our suppliers have an | |incentive to work with the Company, they must be confident that they will be treated awfully and in an ethical manner. | |Selection of suppliers is to be made on the basis of merit, price, quality and performance. The Company’s policy is to select | |significant suppliers or enter into significant supplier agreements through a competitive bid process where ever possible. Under| |no circumstances should any Company employee, agent or contractor attempt to coerce suppliers in any way. The confidential | |information of a supplier is entitled to the same protection as that of any other third party . | |Competition | |The Company shall compete only in an ethical and legitimate manner.

It prohibits all actions that are anti-competitive or | |otherwise contrary to laws that govern competitive practices in the market place. | |Intellectual Property Policy | |We have an utmost obligation to ourselves to identify and protect the intellectual properties, trade secrets and other | |confidential information owned by the Company and it’s clients or associates because it is critical to our success. By | |“Intellectual Property Rights (IPR)”, we mean generally patented or potentially patentable inventions, trademarks, service | |marks, trade names, copyrightable subject matter and trade secrets. |We have an obligation to protect the Company’s IPR and Client IPR at all times. | |Political Non-Alignment | |The Company shall not support, directly or indirectly, any specific political party or candidate for political office. The | |Company shall not offer or give any Company’s fund or property as donation, directly or indirectly, to any specific political | |party, candidate or campaign. | |Public Representation of the Company | |The Company honours the information requirement of the public and its stakeholders.

In all its public appearance with respect to| |disclosing Company and business information to public constituencies such as the media, the financial community, employees and | |stakeholders, the Company shall be represented only by specifically authorised directors and employees. It will be the sole | |responsibility of these authorised representatives to disclose information to the concerned public. | |Confidential Information/Publicity | |No employee shall disclose or use any confidential information gained in the course of employment with the Company for personal | |profit or for the advantage of any other person. No employee shall provide any information either formally or informally to the | |press or to any other publicity media unless specifically authorised to do so. |Disciplinary Actions | |The Company will take appropriate action against any employee, agent, contractor or consultant whose actions are found to | |violate these policies or any other policy of the Company. Disciplinary actions may include immediate suspension/ termination of| |employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its | |remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with | |the appropriate authorities. | |Every employee shall be responsible for the implementation of and compliance with this code in his professional environment. | |Failure to adhere to the code could attract the most severe consequences, including termination of employment. |Every employee of the Company shall promptly report to the management any actual or possible violation of this code, or an event| |he or she becomes aware of that could affect the business or reputation of his/her or any other group Company. | |Accountability | |The Board of Directors (BOD) shall oversee the Company’s adherence to ethical and legal standards. All employees and the members| |of the BOD shall undertake to stop or prevent actions that could harm customers, the system or reputation of the Company. | | | | | [pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pic][pi

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