CODE OF CONDUCT

• Act in accordance with the highest standard of personal and professional honesty, integrity, fairness and ethical conduct in the discharge of duties and promote professionalism in the company.

• Act in good faith, responsibly, with due care, competence and diligence, exercise independent judgment on issues of strategy, performance and policy matters etc.

• Act in the best interest of the Company and fulfill their fiduciary obligations.

Directors on the Board of the Company shall not engage in any business, relationship or activity, which may be in conflict with the interests 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. Whenever there is a doubt it is important that the Director should disclose the possible conflict of interest with the Chairman/Managing Director who may at his discretion take up the matter with Board in consultation with the Director. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential:-

• Leaders 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.

• Leaders should not divert to his own advantage any business opportunity that the Company is in pursuit.

• Leaders and their immediate families should not invest substantially or in a material manner in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the company, without relevant disclosures.

• Leaders 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.

Leaders are required to comply with all applicable laws, rules and regulations, both in letter and in spirit.

Serving on the Board of other Companies may raise substantial concerns about potential conflict of interest and therefore, all Directors must report / disclose such relationships to the Board on an annual basis.

Any information concerning the Company's business, its customers, suppliers, etc., which is not in the public domain and to which Leaders have access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required under any law. Leaders shall not provide any information either formally or informally, to the press or any other publicity media, unless specially authorized. (The Chairman & Managing Director does not require specific authority.)

Leaders 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 and they will comply with SEBI (Prohibition of Insider Trading) Regulation, 1992 and Insider Trading Policy of the Company.

Leaders shall neither receive nor 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. However, they may accept and offer nominal gifts / hospitality which are not of a material nature and are customarily given on occasions or are of commemorative nature for special events.

Leaders must protect the company's assets, labour and information and should not use these for personal use, unless approved by the Board.

All Leaders hereby affirm this code. The code is to be re-affirmed by all members of the Board and Senior Management Personnel on an annual basis.

This code is subject to revision. Such revisions shall be with the approval of the Board.