Preamble

Conducting business in full compliance with the applicable provisions of law shall continue to be a matter of fundamental faith shared by the Directors, Senior Management and other employees of the Company.

The core value expressed in the code, should be shared values within the Company.

All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders.

With a view to maintaining the high standards that the Company requires, the  following rules / code of conduct should be observed in all activities.   The Company will appoint the Company Secretary as the Compliance Officer. Till then, as per the existing arrangement, one of the Directors will act as Compliance Officer.    The Compliance Officer will be available to Directors and Senior Management to answer questions and to help them comply with the Code.

1. Honesty & Integrity

2. Conflict of Interest

Directors on the Board of the Company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or the group.

Directors should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the company.

Directors and their immediate families should not invest in a Company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the Company.

Directors should avoid conducting Company business with a relative or with a firm / company in which a relative / related party is associated in ay significant role.

If such related party transaction is unavoidable, it must be fully disclosed to the Board.

3. Compliance

Directors are required to comply with all applicable laws, rules and regulations, both in letter and in spirit.   In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Company Secretary.

4. Other Directorships

The Company feels that serving on the Board of Directors of other companies may raise substantial concerns about potential conflict of interest.   Therefore, all Directors must report / disclose such relationships to the Board on an annual basis.   It is felt that service on the Board of a direct competitor is not in the interest of the Company.

5. Confidentiality of Information

Any information concerning the Company’s business, its customers, suppliers etc., which is not in the public domain and to which the Director has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law.   No Director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.

6. Prevention of Insider Trading

7. Gifts & Donations

No Director of the Company or Senior Management Personnel shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business favours or decisions for the conduct of business.   Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

8. Protection of Assets

Directors and Senior Management Personnel must protect the Company’s assets and information and may not use these for personal use, unless approved by the Board.