(Pursuant to the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in the Securities of Company (the “Code”) which has been formulated as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015)

• 1.
  • This undertaking sets out the terms and conditions subject to which the information that has been made available to or procured or disclosed to or come across by me as part of my employment with the Company and or its subsidiary /associate, shall be handled / preserved/ used.
  • In the course of my employment, interactions with other employees or other persons related to the business of the Company (which term shall always include its subsidiaries, joint ventures and associates), I may be exposed to material, unpublished price sensitive information concerning the Company. While I should always treat all Company information with discretion, I should treat unpublished price sensitive information I receive in the course of my work with the Company as strictly confidential information.
  • On getting access to any Unpublished Price Sensitive Information (UPSI), I will be subject to the Company’s Code of Conduct for prevention of insider trading.
  • I understand that this is in addition to my existing obligations under my contract of employment, agreement and Company’s Code of Conduct and other policies. I also confirm that on April 1, 2019 I have been served from cs@aurobindo.com a copy of Company’s Code of Conduct as per the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation 2015 as amended in 2018
  • I By agreeing to or entering into this undertaking with the Company, I agree to be bound by these terms and understand my duties and responsibilities attached to receipt of UPSI and liability that attaches to misuse or unwarranted use of such UPSI.
  • I am aware that it is strictly prohibited from discussing, procuring and disclosing UPSI, internally or externally, other than for legitimate purpose as per the Company’s Code of Conduct for prevention of insider trading. This will apply to me and my immediate relatives including persons who are financially dependant on me. I am aware that these obligations are continuing and will subsist beyond the end of my employment / engagement with the Company till the UPSI becomes generally available to public.
  • I am aware that the insider trading regulations provide for liability for insiders who give tips to third parties, either by revealing UPSI or by making buy or sell recommendations based on such information.
  • I hereby agree that this undertaking and the transactions contemplated herein and any and all data, plans, proposals or other technical and financial and accounting information related to the business of the Company and which has come across or procured during my employment and required for discharge of my duties shall be used only with regard to discharge of my duties for legitimate purposes and for no other purpose and shall be held in the strictest of confidence and shall not be disclosed to any third party, except as reasonably may be required in the fulfilment of my employment responsibilities or as may be authorised by the Company.
• 2.
• In consideration of Unpublished Price Sensitive Information being made available to me, I undertake that such UPSI will be used for legitimate purposes and on need to know basis as defined in the Code and in the ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant banker, legal advisors, auditors, insolvency professionals or other advisors or consultants provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Insider Trading Regulations.
• I am also under an obligation to identity each such person with whom I will be sharing the UPSI for legitimate purpose and ensure that I or the Company has entered into or served by email a similar confidentiality and non-disclosure agreement and a copy of the same has been marked / shared with the Compliance Officer for the purpose of maintaining the data base of such engagements.
• I am aware that the UPSI shall be kept strictly confidential and none of it will be disclosed by me without prior written consent of any third party (the receipt of which consent I acknowledge and share with the Compliance Officer).
• Notwithstanding the above, the obligation of confidentiality hereunder shall not apply to disclosure of information to the extent that such information:
• (a)

  is already in the public domain or becomes available to the public other than through the act or omission of mine;

• (b)

  is required to be disclosed under any applicable law, decree, regulation, rule or legal process or by order of any court or governmental body having jurisdiction, or

• (c)

  is acquired independently from a third party which validly represents that it has the right to disseminate such information at the time such information is acquired by such person;

• 3. I undertake to:
• (a)

  ensure the full compliance to the terms of this undertaking and

• (b)

  ensure that UPSI is communicated, provided, or allowed access to any person including other insiders only where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations and is in compliance with the Company’s Policy for Determination of Legitimate Purposes.

• (c)

  ensure prior to disclosing any UPSI to any third party, I shall obtain from such person a written confidentiality undertaking substantially in the same form and content as this agreement, and shall promptly forward a copy of such undertaking to the Compliance Officer.

• (d)

  (d) That the UPSI shall not without the express written consent of the Company, be copied and incorporated into any document, except to the extent clearly required for the purpose of business of the Company and subject to execution prior undertaking.

• 4. I will:
• • (a)

    be responsible for any breach of any of the terms of this agreement and

  • (b)

    ) use my best endeavours to procure that any advisors comply with the terms of this agreement and will require that they enter into a similar agreement in Company’s favour.

• 5.
  • This agreement/undertaking shall be governed by and construed in accordance with the laws of India.
• 6.
  • This agreement/undertaking shall be governed by and construed in accordance with the laws of India.
• As an acknowledgement of my acceptance to the terms set out above, I hereby authorise the Company to take my acceptance of this undertaking as an execution of the said undertaking.