**Exhibit 14**
CODE OF ETHICS
***Uroplasty Inc. and Subsidiaries (the Company): Code Of Business and Ethical Conduct (theCode) for the Chief Executive Officer, the Chief Financial Officer, the Controller and AllOther Officers of the Company***
The Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Controller, andall other officers of the Company hold an important and elevated role in corporategovernance. They are uniquely capable and empowered to ensure that stakeholders’ interestsare appropriately balanced, protected and preserved. Accordingly, this Code providesprinciples to which these officers are expected to adhere and advocate. The Code embodiesrules regarding individual and peer responsibilities, as well as responsibilities to theCompany, the public and other stakeholders. Thus, to the best of their knowledge andability, they must adhere to and advocate the following principles and responsibilitiesgoverning their professional and ethical conduct:
They must always promote honest and ethical conduct, including the ethical handling ofactual or apparent conflicts of interest in personal and professional relationships.
They must not use their Company position for personal gain such as by soliciting oraccepting for personal benefit business opportunities that might otherwise accrue to thebenefit of the Company.
They must provide the Securities and Exchange Commission, the public and other constituentswith reports, documents and information that is full, fair, accurate, complete, objective,relevant, timely and understandable. They must comply with applicable rules and regulations of federal, state, provincial, localand foreign governments, and other appropriate private and public regulatory agencies.
They must act in good faith, responsibly, with due care, competence and diligence, withoutmisrepresenting material facts or allowing their independent judgment to be subordinated.
They must respect the confidentiality of information acquired in the course of their workexcept when authorized or otherwise legally obligated to disclose. Confidential informationacquired in the course of their work is not used for personal advantage.
They should proactively promote ethical behaviour as a responsible partner among peers intheir work environment and community.
They must responsibly use and control all assets and resources employed or entrusted to them.
They must promptly report code violations and suspected illegal, unethical or otherwisedishonest activities to the attention of the CEO, COO, CFO and the Audit Committee of theBoard of Directors.
They must not engage in transactions of a speculative nature in the Company’s securities,rights, warrants, options (excluding employee incentive plans) or convertible securities.
They must not take any action to fraudulently influence, coerce, manipulate, or mislead anyauditor engaged in the performance of an audit for the purpose of rendering the financialstatements materially misleading.
Any waiver of this code of ethics may only be made by the Board of Directors.
*Definition:*
The term “all other officers of the Company” refers to those who are designated by the Boardof Directors of the Company, as executive officers.