CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

The Board Members and the Senior Management team shall act within the authority conferred upon them keeping the best interests of the Company and its shareholders in view and observe the following:

• To act in accordance with the highest standard of personal and professional integrity, honesty and ethical conduct in discharge of their duties and responsibilities.
   

• To maintain and help the Company in maintaining the highest degree of Corporate Governance.
   

• To act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgement to be compromised.
   

• Not to disclose actual and apparent conflicts of personal interest with the interests of the Company and to disclose all contractual interest, whether directly or indirectly, with the Company.
   

• Not to enter into business with (a) a relative or (b) a Private Limited Company in which he or his relative is a Member or a Director (c) a Public Limited Company in which he or his relative holds 2% or more paid-up share capital and (d) with a firm in which the relative is a partner, except with the prior approval of the Board unless otherwise permitted by law.
   

• To avoid having any personal and/or financial interest in any business dealings concerning the Company.
   

• Not to deal with a Contractor or Supplier, which compromises the ability to transact business on a professional, impartial and competitive basis or which may influence discretionary decision to be made by the Board Members / Company.
   

• Not to hold any position or job or engage in outside business or other interest that is prejudicial to the interests of the Company.
   

• To promote professionalism in the Company.
   

• Not to exploit the opportunities that are discovered through use of corporate property, information or position for their own personal gain, unless this opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allow him to avail such opportunity.
   

• Not to accept any offer, payment or anything of value from customers, vendors, consultants etc., that is perceived as intended, directly or indirectly, to influence any business decision.
   

• Not to make any statement which has the effect of adverse criticism of any policy or action of the Company or which is capable of embarrassing the relations between the Company and the public including all the shareholders.Provided that nothing in this clause shall apply to any statement made or views expressed by a Board Member, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him.
   

• Not to commit any offence involving moral turpitude.
   

• Not to compete directly or indirectly with the Company.
   

• To maintain confidentiality of the Company's business.
   

• Not to charge personal expenses to the Company.
   

• The Board Members and the Senior Management personnel shall acquire appropriate and sufficient knowledge of the legal requirements relating to their duties to enable them to recognize potential dangers and to know when to seek advice from the Finance and Secretarial and Legal Departments and shall comply with all laws, rules and regulations applicable to the business of the company.
   

• The Board Members and the Senior Management team shall comply with the Code of Internal Procedures and conduct for prevention of Insider Trading in dealing with securities of the Company.
   

• The Board Members and the Senior Management team shall protect the Company's assets including physical assets, information and intellectual rights and shall not use the same for personal gain.
   

• The Directors and the Senior Management team shall immediately bring to the notice of the Board about any unethical behaviour, actual or suspected fraud or violation of Company's policies.
   

• Mr. A. K. Julasaria, Chief Finance Officer & Company Secretary shall be the Compliance Officer for the purpose of this code.
   

• Any amendment or waiver of any provision of this code can be made only by the Board of Directors and shall promptly be disclosed on the Company's website and in applicable laws and regulations, together with details about the nature of the amendment or waiver.