Applicability:

The code of Conduct shall apply to:

1. All directors of the Company, whether executive or non-executive including nominee directors whether in whole time employment or part time employment.
2. All executives of the Company from the rank of Department heads and above (herein after referred as Senior management personnel).

Accordingly, the Directors and Senior Management Personnel are expected to read and understand this Code of Conduct and uphold these standards in their business dealings and activities.

Honest and Ethical Conduct:

We expect all the Directors and Senior Management Personnel to act in accordance with the highest standards of personnel and professional integrity, honesty and ethical conduct, while working at the Company’s premises, at offsite locations, at Company’s sponsored business and social events, and/or at any other place where the Directors and Senior Management Personnel represent the Company.

We consider honest conduct to be conduct that is free from fraud and/or deception we consider ethical to be conduct confirming to the accepted professional norms of Conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest as specified in list mentioned below.

Conflict of Interest:

Duty of the Directors and Senior Management Personnel of the company demands that he or she avoids and discloses actual and apparent conflicts of Interest .A conflict of interest exists where the interest or benefits of one person or entity conflict with the interest or benefits of the Company.

(a)Employment:  In consideration of employment with the company, officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or otherwise in conflict with or prejudicial to the Company. Each officer shall inform the Board of any change in events/circumstances /conditions that may interfere with their ability to perform their duties. Additionally, officers must disclose to the Company’s Board of Directors, any interest that they have that may conflict with the business of the Company.

(b)Outside Directorships:  it is a conflict of interest to serve as a Director of any Company that competes directly with the Company. Directors and Senior Management Personnel must first obtain approval from the Company’s Board of Directors before accepting such Directorship. Further each Directors and Senior Management Personnel shall inform the Board of any change in their board positions.

(c)Business Interests: The Directors and Senior Management Personnel shall take permission from the Board of Directors of the company before making Substantial Investment in the business of the competitors. Substantial investment shall mean any investment over Rs 50.00 Lacs for Directors and Rs 5.00 Lacs for Senior Management Personnel .

(d)Payments or gifts from others:  Under no Circumstances any Directors and Senior Management Personnel shall accept any offer, payment, promise to pay, or authorization to pay any gift, money or anything of value from customers, vendors, consultants, etc of the company, that is perceived and/or intended, directly or indirectly, to influence any business decision, of the company.

(e)Corporate opportunities:  Directors and Senior Management Personnel shall not exploit for their own personnel gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is first disclosed in writing to the Board of Directors.

Confidential Information:

Directors and Senior Management Personnel are required to maintain the confidentiality of all confidential information that they receive or become privy during the course of conducting the Co’s business, except when disclosure is authorized or legally updated.

Insider Trading:

Directors and Senior Management Personnel should observe all applicable laws and regulations including the companies policies and codes as applicable to them with respect to the purchase and sale of the company’s securities.

Encouraging the reporting of illegal or unethical behaviour:

Directors and Senior Management Personnel should endeavors to ensure that management is causing the Company to promote ethical behaviour and to encourage employees to report evidence of illegal or unethinical behaviour to appropriate company personnel. Directors should endeavour to ensure that the company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company’s Code of Conduct.

Insertion of the Code in website:

As required by clause 49 of the listing agreement this code and any amendments thereto shall be posted on the website of the Company.

Affirmation of compliance of the Code:

In terms of clause 49 of the listing agreement all Directors and Senior Management Personnel shall within 30 days of close of every financial year affirm compliance with the code.

No rights created:

This code of conduct is a statement of certain fundamental principles, ethics, values, polices and procedures that govern the Directors and Senior Management Personnel of the company in the conduct of Company’s business. It is not intended to and does not create any rights in any employee, shareholder or any other person or entity.

Acknowledgment of receipt of Code of Conduct:

All Directors and Senior Management Personnel shall acknowledge the receipt of this code, indicating that they have received, read and understood and agreed to comply with the code and send the same to the compliance officer .

Non-Compliance:

Suspected violations of this code may be reported to the chairman of the Board or the Chairman of the Audit Committee.

Meaning of relative:
A person shall be deemed to be a relative of another if and only if:-

• they are members of a Hindu undivided family, or
• they are husband and wife, or
• the one is related to the other in the manner indicated in Schedule IA
  
  

List of relative

1. Father
2. Mother(including step-mother)
3. Son(including Step-son)
4. Son’ s wife
5. Daughter (Including step-daughter)
6. Father’s father
7. Father’s mother
8. Mother’s mother
9. Mother’s father
10. Son’s son
11. Son’s son’s wife
12. Son’s daughter
13. Son’s daughter’s husband
14. Daughter’s husband
15. Daughter’s son
16. Daughter’s son’s wife
17. Daughter’s daughter
18. Daughter’s daughter’s husband
19. Brother (including Step brother)
20. Brother’s wife
21. Sister (including step sister)
22. Sister’s husband