Code of Conduct

CODE OF CONDUCT

For Directors and Senior Management                                       

Applicable to all Directors and Senior Management of the Company i.e. all Board membersincluding Managing Director / Whole time Director and Senior Management who aremembers of the core management team i.e., all executives who are one levelbelow the Executive Directors including all functional heads.

The Board after finalizing the Code of Conduct andafter approval shall arrange to get it posted on the website of the Company.All Board Members and Senior Management Executives shall affirm the complianceof the Code of Conduct on an annual basis. Annual Report of the Company shallcontain this fact signed by the CEO.

General Policy

The Company's philosophy of Corporate Governance isreflected in the commitment of management, which objectively works, realizingand accepting its responsibilities towards shareholders, society and thecountry. The management endeavor is to maintain transparency, optimizeoperational efficiency and retain high level of credibility with theshareholders, creditors and the government. This Code of Conduct is intended toprovide guidance and help to all Directors & Senior Management Executivesin recognizing their responsibility and dealing with the issues in such manneras to achieve the objective of the corporate in an ethical way and to help tofoster a culture of honesty in the performance of ones duties andaccountability. Each person should act with competence and diligence to bringhonour and respect for the Company and comply with all the relevant lawsgoverning the operations of the Company's business in accordance with theprinciples laid down in the Code. A Director of the Company is to act in thefiduciary capacity and every Senior Management Executive is to act as a mostdisciplined, sincere and loyal worker to protect the interest of the Companyand to make efforts for achievement and promotion of the corporate objectives,inter alia relating to financial, social, cultural and ethical areas. The Best of results can be achieved by adopting the best practices as under:

Directors

Every Director to:

• Make reasonable efforts to attend Boardand Committee meetings regularly.

• Dedicate sufficient time, energy andattention to the affairs of the Company to ensure diligent performance of hisduties, including preparing for meetings and decision making by viewing in advanceany Agenda / material distributed and making reasonable enquiries

• Seek to comply with all CorporatePolicies.

• Act in the best interest of, andfulfill his fiduciary obligations to the Company's shareholders.

• Conduct himself in a professional,courteous and respectful manner.

• Comply with all applicable laws, rulesand regulations.

• Act in a manner to enhance and maintainthe reputation of the Company.

• Disclose potential conflicts ofinterest that he may have regarding any matters that may come before the Board,and abstain from discussion and voting on any matter in which the Director hasor may have a conflict of interest.

• Make available to and share with fellowDirectors information as may be appropriate to ensure proper conduct and soundoperation of the Company and its Board of Directors.

• Respect the confidentiality ofinformation relating to the affairs of the Company acquired in the course oftheir service as Directors, except when authorized or legally required to disclosesuch information.

• Restrain from the use of confidentialinformation acquired in the course of their service as Directors to hispersonal advantage.

• Notify the other Directors of hismaterial personal interest and must not vote on the matter.

• Bring an open and independent mind toBoard or Committee meetings and should not make a decision about a matterbefore attending and participating in the deliberations of the meeting.

Senior Management Executives

Every Senior Executive to:

• Attend to the duties regularly.

• Dedicate sufficient time, energy andattention to the affairs of the Company and ensure diligent performance of hisduties, including preparing for each meetings and decision making by viewing inadvance any Agenda / material distributed and making reasonable inquiries.

• Seek to comply with all CorporatePolicies.

• Make available to and share withseniors information as may be appropriate to ensure proper conduct and soundoperation of the Company and its Board of Directors.

• Respect the confidentiality ofinformation relating to the affairs of the Company acquired in the course ofhis service as Sr. Executive, except when authorized or legally required todisclose such information.

• Notify his personal material interestto his seniors and not to participate in the discussions and decision making inthe concerned matters.

• Protect Company's assets / funds /properties and ensure its efficient use. Theft, carelessness, waste, etc. ofthe assets / properties which have a direct impact on the Company???sprofitability.

• Consult the Legal Department of theCompany if he is unfamiliar / uncertain about the legal rules involvingCompany's business before taking any action that may jeopardize the Company orthat individual.

• To obtain prior approval of theManaging Director of the Company before accepting employment or a position ofresponsibility (such as Consultant / Director) with any other Company norprovide freelance services to anyone.

General

• All persons should avoid conflicts ofinterest with the Company. Any situation that involves or may reasonablyexpected to involve, a conflict of interest should be disclosed properly to theChairman / Director-in charge.

• All persons should act and conduct freefrom fraud and deception. Their conduct shall conform to the best efforts.

• All persons owe a duty for not takingthemselves personally, opportunities that are discovered during the use of theCompany's property, information or position, and they have duty towards theCompany to advance its Objectives and interest.

• All persons not to compete directly orindirectly with the Company and not to disclose the confidential and crucialinformation gathered by the individuals during the tenure of their position inthis Company even after resignation from the directorship or leaving theservices of the Company.

• All persons or their family membersshall not accept any gift from persons or firms who deal with the Company wheresuch gifts can be construed as a force to influence their actions and decisionsin conflict with the interest of the Company.

• All persons shall deal fairly withemployees of the Company / Group Companies. They shall not take any unfairadvantage of anyone through manipulation, concealment, abuse of confidential,proprietary or trade secret information, misrepresentation or other unfairdealing-practices.

• All persons shall not indulge in theactivity of subscribing or buying or selling the Securities of the Company,which may be in contravention of the policies prescribed by SEBI in the matterof Insider Trading. Such persons shall not misuse any unpublished pricesensitive information about the Company with others.

• All persons shall give full cooperationto their seniors, share the information with them, if required, in the bestinterest of the Company or for compliance of the requirement of the goodcorporate governance.

• All persons must adopt proactivepractices to promote the progressive and ethical behaviour at all levels of themanagement and among other members of the team in the organisation.

• All persons must ensure that none oftheir actions obstruct other person who is performing his duty as assigned tohim.

• All persons ought to report variationof any type in policy Code to their seniors and all of them should give patienthearing to those who want to discuss and criticize any of the issues pertainingto any transaction assuming the same is in the interest of the Company. In casea person feels uncomfortable in discussion of such matters then the persondesiring to convey his feeling should contact the Chairman of the Company.

• All persons must disclose if any oftheir relatives or any Company or firm in which they have interest is enteringinto employment or any business transaction with the Company. Such disclosureof interest should be given from time to time or periodically to the CompanySecretary.

• Only Board of Directors have the rightto make any waiver / modification in any part of this Code of Conduct.