Code of Conduct

For Directors and Senior Management
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 maintain the high standards that the company requires, the following rules / code of conduct should be observed in all activities of the board.

1. Honesty & Integrity
All directors and Senior Management shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. All directors will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will act in the best interests of the Company and fulfill the fiduciary obligations.

2. Conflict of Interest
Directors and Senior Management of the Company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company.

Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential -

a) Directors and Senior Management 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.

b) Directors and Senior Management 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.

c) Directors and Senior Management should avoid conducting Company business with a relative or with a firm / company in which a relative / related party is associated in any significant role. If such related party transaction is unavoidable, it must be fully disclosed to the board of the company.

3. Compliance
Directors and Senior Management are required to comply with all applicable laws, rules and regulations, both in letter and 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.

4. Other Directorships
The Company feels that serving on the boards of directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all directors and Senior Management 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 public domain and to which the director has access or possesses such information, must be considered confidential and held in confidence, unless authorised to do so and when disclosure is required as a matter of law. No director or Senior Management shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised.

6. Insider Trading
Any director and Senior Management of the company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. All directors will comply with insider trading guidelines as issued by SEBI.

7. Gifts & Donations
No director and Senior Management of the Company 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 (or uncompetitive) 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 must protect the Company's assets, labour and information and may not use these for personal use, unless approved by the Board.

9. Periodic Review
Once every year or upon revision of this code, every director and Senior Management must acknowledge and execute an understanding of the code and an agreement to comply. New directors will sign such a deed at the time when their directorship begins.

I have received and read the Company's Code of Conduct. I understand the standards and policies contained in the Company Code of Conduct and understand that there may be additional policies or regulations specific to my job. I further agree to comply with the Company Code of Conduct.

I also agree that I shall give an annual compliance report acknowledging my adherence to the given Code of Conduct.