Code Of Conduct

With a view to maintain the highstands that the Company requires, the following rules / code of conduct shouldbe observed in all activities of the board. The Company appoints the compliance officer for the purposes of thecode, who will be available to directors and senior management to answerquestions and to help them comply with the code.

1)Honesty & Integrity –

All directors shall conduct their activities,on behalf of the Company and on their personal behalf, with honesty, integrityand fairness. All directors will act in good faith, responsibly, with due care,competence and diligence, without allowing their independent judgement to besubordinated. Directors will act in thebest interests of the company and fulfill the fiduciary obligations.

2)Conflict of Interest –

Directors on the board of thecompany shall not engage in any business, relationship or activity, which maybe in conflict of interest of the COMPANY or the group.

Conflicts can arise in manysituations. It is not possible to coverevery possible conflict situation and at times, it will not be easy todistinguish between proper and improper activity. Set forth, are some of thecommon circumstances that may lead to a conflict of interest, actual orpotential –

a) Directors should not engage in any activity / employmentthat interferes with the performance or responsibility to the company or isotherwise in conflict with or prejudicial to the company.

b) Directors and their immediate families should not invest ina company, customer, supplier, developer or competitor and generally refrainfrom investments that compromise their responsibility to the company.

c) Directors should avoid conducting company business withrelative or with a firm / company in which a relative / related party isassociated in any significant role.

If such related party transaction is unavoidable, it must be fully disclosed to the board or to the CFO of the Company.

3)Compliance –

Directors are required to complywith all applicable laws, rules and regulations, both in letter and in spirit.In order to assist the Company in promoting lawful and ethical behavior,directors must report any possible violation of law, rules, regulation or thecode of conduct to the company secretary.

4)Other Directorships –

The COMPANY feels that serving onthe boards of directors of other companies may raise substantial concerns aboutpotential conflict of interest. And therefore, all directors must report /disclose such relationships to the Board on an annual basis. It is felt that service on the board of adirect competitor is not in the interest of the Company.

5)Confidentiality of Information –

Any information concerning thecompany’s business, its customers, suppliers etc., which is not in the publicdomain and to which the director has access or possesses such information, mustbe considered confidential and held in confidence, unless authorized to do soand when disclosure is required as a matter of law. No director shall provide any informationeither formally or informally, to the press or any other publicity media,unless specifically authorized.

6)Prevention of Insider Trading –

No director of the COMPANY shallderive benefit or assist others to derive benefit by giving investment advicefrom the access to and possession of information about the company, not inpublic domain and therefore constitutes insider information. All directors willcomply with the insider trading guidelines as issued by SEBI.

7)Gift & Donations –

No director of the Company shallreceive or offer, directly or indirectly, any gifts, donations, remuneration,hospitality, illegal payments and comparable benefits which are intended (orperceived to be intended) to obtain business (or uncompetitive) favours ordecisions for the conduct of business. Nominal gift of commemorative nature,for special events may be accepted and reported to the Board.

8)Protection of Assets –

Directors must protect the company’sassets, labour and information and may not use these for personal use, unlessapproved by the Board.

9)Period Review –

Once every year or upon revision ofthis code, every director must acknowledge and execute an undertaking of thecode and an agreement to comply. NewDirectors will sign such a deed at the time when their directorship begins.