CODE OF CONDUCT FOR MEMBERS OF THE BOARD AND SENIOR MANAGEMENT

The Board of Directors (the "Board") of the Company, apart from following in actual practice, has adopted the following written Code of Conduct and Ethics (the "Code") for directors and senior management personnel of the Company. Senior management personnel shall mean all senior members of the Management team, one level below the Managing Director such as President / Vice President and the Secretary of the Company. This Code is intended to focus on all the Board Members and senior Management personnel on areas of ethics, integrity and honesty, providing guidance to help them recognize and deal with ethical issues, mechanisms to report unethical / dishonest conducts, and help foster a culture of honesty, integrity and accountability. The Code of Conduct as approved by the Board and subsequent amendments, if any, thereto by the Board shall be posted on the website of the Company.

INTERPRETATION OF CODE

In this code wherever the word " Director " appears it will also includes senior management personnel to the extent applicable. Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any committee or any person authorized by the Board in this behalf. The Board in justifiable cases for reasons to be recorded in writing may waive any condition of the code for compliance such, that it is not prejudicial  to the interest of the Company.

The reasons for such waiver will be available at the Registered Office of the Company for information.

Each and every director and senior Management personnel is expected to comply with the letter and spirit of this Code.

I. CONFLICT OF INTEREST

Directors must promptly disclose to the Company potential conflicts of interest regarding any matters concerning  the Company. A “ Conflict of  Interest” can occur when :

a) A director's  personal  interest  is  adverse  to or  may appear to be adverse to the interests of the Company as a whole.  

 b) A director,  or  his / her relative,  receives  improper  personal  benefits  as  a  result  of  his / her position as a director of the Company.  

 Explanation : The expression Relatives in this Code means dependant-parents, brothers, sisters, spouse, children and daughters-in-law and sons-in-law, to more or less fall in line with the definition of this term in Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India. As illustrations only and being not exhaustive, some of the usual instances of conflicts of interest which directors should avoid, are listed below  :

a) Relationship of Company with third parties
Directors  shall  not  receive a  personal  benefit  from  a  person  or an entity, which is seeking to do business or to retain business with the Company.  They  shall not  participate  in any decision taking process  involving  another entity in which they have direct or indirect interest.

 b) Compensation from non-Company sources
Directors  shall not  accept  compensation  (in any form)  for  services  performed  for the Company from any source other than the Company.

 c)  Gifts
Directors  shall not  offer,  give  or   receive  gifts  from  persons  or  an  entities  dealing  with   the Company,  where any  such  gift  is  perceived  as  intended  directly  or indirectly, to influence any business  decision.  Gifts  given to suppliers or customers or received  from suppliers or  customers should  be  appropriate  to  circumstances  and   should  not   be  of  a   kind that can create an appearance  of  impropriety.   It  is  particularly  clarified  that  gifts  given  or  received   on  festive   occasions  consistent  with   the   accepted  business  practices  and  which  can  not  be  reasonably construed as  payment  or consideration  for   influencing  or   rewarding   a   particular  decision or  action, should not violate this Code.

II. CORPORATE OPPORTUNITIES

Directors are prohibited from :

a)   Exploiting for their personal gain opportunities that are discovered through the use of  Company property,  Company  information or position as a director,  unless the opportunity  is  disclosed fully in writing to the Company's Board of Directors and the Board declines to pursue such opportunity.

b)   Using  the Company’s property or information for personal gain.

III. CONFIDENTIALITY
Directors must maintain the confidentiality of information relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source except when such disclosure is authorized or legally mandated. For purposes of this Code, "confidential information" includes all unpublished  information relating to the Company.

IV.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS, FAIR DEALING
Directors must comply and oversee compliance by employees, officers and other staff, with laws, rules,and regulations applicable to the Company / its personnel, including insider trading regulations. Directors must deal fairly, and must ensure fair dealing by employees, officers, with the Company's customers, suppliers, competitors and employees.

No payment or transaction should be made, undertaken, by a Director or authorized or instructed to be made or undertaken by any other person or the Company if the consequence of that transaction or payment would be the violation of any law in force. Directors will always act to the best of their knowledge, belief and effort in the best interests of the Company and all its stakeholders, including employees, shareholders and  others.

V.   ENCOURAGING  THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Directors should promote ethical behavior and take steps to ensure that the company :

a)   Encourages employees to talk to supervisors, managers and other appropriate  personnel when in  doubt about the best course of action in a particular situation.

b)   Encourages employees  to report  violations  of laws, rules, regulations, or the   Company's Code of  Conduct to the appropriate personnel.

c)   Informs employees that the Company will not allow retaliation for reports made in good faith.

VI. COMPLIANCE STANDARDS

a)   All suspected violations of this code shall be promptly reported to the Board and such violations are  subject  to investigation by the Board or any Committee / or any  person(s) so designated by the  Board,  Violations  will  be  investigated  by  the  Board  of  any  such  designated  persons / committee and appropriate action will be taken in  the event of  any such violations.

b)   Directors should inform the Company immediately about the emergence of any situation which may disqualify him from Directorship.

c)    It  shall be  endeavor  of  every  Directors  to attend as far as possible and actively participate in meeting of the Board and Committee thereof on which they are members.

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