1. Introduction
The Company believes in achieving excellence in everything it does including standards of business conduct. This objective shall be achieved by adopting a policy to conduct its business with responsibility, integrity, fairness, transparency and honesty. The purpose of this code of conduct is to promote conduct of business ethically in an efficient and transparent manner and to meet its obligations to shareholders and all other stakeholders. This code of conduct is also a tool in carrying out the Company’s social responsibility in a more effective manner. This Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and employees and the external environment in which the Company operates.

2. Application of this Code
The Board of Directors (the “Board”) of the Company has adopted the following Code of Conduct and Ethics (the “Code”) for directors and senior management personnel of the Company. “Senior Management” personnel mean the Company Secretary and the Chief Financial Officer/Authorised Officer of the Company. This Code is intended to focus on the Board members including the Executive Director and senior management personnel on areas of ethical risk, integrity and honesty providing guidance to help them recognize and deal with ethical issues; mechanisms to report unethical/dishonest conducts; and help foster a culture of honesty, integrity and accountability.

3. Regulatory Compliance
The Company is committed to high standards of corporate governance and believes in compliance with all the laws and regulations both in letter and spirit. The Company has endeavoured to set standards for itself, which are ahead of the times and higher than those stipulated by law. The Company is committed to provide in time, accurate and complete information as required, to all concerned including its stakeholders. Every Director and Senior Executive of the Company shall, in his business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which they operate.

4. Duties of Independent Directors
The Independent Directors shall –
(a) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
(b) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
(c) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
(d) participate constructively and actively in the committees of the Board in which they are chairpersons or members;
(e) strive to attend the general meetings of the company;
(f) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
(g) keep themselves well informed about the company and the external environment in which it operates;
(h) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
(i) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
(j) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
(k) report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
(l) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
(m) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.


5. Respect of Individual
The Company’s vision is based on inspiring and unleasing creative potential in human assets of the Company. This is possible in an environment where we all respect the rights of those around us. In this direction, the Company shall :

6. Honest and Ethical Conduct
The Directors and senior executives of the Company should act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct. Honest conduct is conduct that is free from any fraud or deception. Ethical conduct is conduct conforming with accepted professional standards of conduct and shall include ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

7. Conflicts of Interest
The Directors and Senior Executives shall not engage in any activity or enter into any pecuniary relationship which might result in conflict or interest, either directly or indirectly.
A “conflict of interest” occurs when an individual’s private interest directly or indirectly interferes or appears to interfere with the interest of the Company. The directors and senior executives must act at all times in the Company’s best interests and avoid putting themselves in a position where their personal interests conflict or appear to conflict with the interest of the Company. Their personal interest will include those of their relatives. Any director or senior executive, who is aware of a conflict of interest or is concerned that a conflict might develop, is required to disclose the matter promptly to the Board of Directors in case of a director and to the Managing Director in case of a senior executive.

8. Misuse of Opportunities and Information
Directors and senior executives owe a duty to the Company to advance the Company’s business interest when appropriate. Directors and senior executives are prohibited from taking (or directing to a third party) a business opportunity (relevant to the line of business intended to be pursued by the Company) that is discovered through the use of corporate property, information and position, unless the Company has already been offered the opportunity and turned it down. The directors and senior executives are prohibited from using corporate property, information or position for personal gain and from competing with the Company. Wherever, it is difficult to differentiate between personal and Company benefits or there are both personal and Company benefits in certain activities, the only prudent course of conduct for the directors and senior executives is to make sure that any use of Company property or services or such transactions that is not solely for the benefit of the Company has prior approval of the competent authority.

9. Confidential Information
During the course of employment or dealing with the Company, any information of a confidential nature (whether about the Company, other companies or individuals) that is known to directors or senior executives shall be treated as confidential unless publicly available. Such information should be used only for the purpose of the business of the Company. This obligation continues for three years after leaving the Company.
The Company also respects the rights of others regarding their confidential information. Where information is received from third parties under conditions of confidentiality, the directors and senior executives shall comply with those conditions but no-one should solicit confidential information from third parties without prior authorization.
The use of Company Information for personal gain is strictly prohibited. In particular, directors and senior executives or members of their families should not trade in securities of the Company when in possession of unpublished price sensitive material. The Directors and Senior Executives shall also comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992 and ‘Code of Internal Procedures and Conduct for Trading in Securities of the Company’.

10. Fair Dealing
The Company does not seek competitive advantages through illegal or unethical business practices. Each director and senior executive should endeavour to deal fairly with the Company’s suppliers, competitors and employees. No director or senior executive should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any Unfair dealing practice. The Directors and Senior Executives shall immediately bring to the notice of the Board and Managing Director, respectively, any unethical behavior and actual of suspected fraud.

11. Protection and proper use of Company Assets
The assets of the Company shall not be misused by the Directors and Senior Executives during the course of conducting the business of the Company or otherwise. The Assets include tangible assets such as equipment and machinery, systems, facilities, materials, resources, etc. as well as intangible assets such as patents, proprietary information, process, design, etc. whether patented or not, relationships with customers and suppliers, etc.

12. Bribery
The payment of bribes kickbacks or other payments of this nature in cash or kind to obtain business or otherwise gain advantage for the Company is strictly prohibited, irrespective of whether payments or offers are made directly or indirectly.

13. Wealth Creation
The Directors and Senior Executives shall be committed to enhance the shareholders’ worth/value and shall strictly comply with all regulations and laws that govern shareholders’ rights. The Board shall duly and fairly inform the shareholders all relevant aspects about the company’s business and disclose such information as may be required, from time to time, in accordance with the applicable rules and regulations.

14. Financial and Operational Integrity
The Company is committed to disclose in its financial statements all the information required to be disclosed under the relevant accounting standards or under any laws or regulations. It is essential to record all the transactions fully and properly in the financial statements.
The fees and compensation payable to the Directors – both executive and non executive, shall be fixed by the Board and approved by the shareholders as per the applicable provisions of law and the same will be fully disclosed in the Annual Report to the Members.
No record entry or document shall be false or misleading and no undisclosed or unrecorded account, fund or asset shall be established or maintained. The auditors shall be provided full access to all information and records of the Company.
The Company will not knowingly assist fraudulent activity by others.

15. Implementation
Directors and senior executives are accountable for full compliance with this Code of Conduct. Sanctions for breach of this Code shall be determined by the Board of Directors in the case of Directors and the Managing Director in the case of senior executives. Sanctions may include serious disciplinary action, removal from office as well as other remedies, all to the extent permitted by law and as appropriate under the circumstances.
Any significant breaches of the Code by the Directors and Senior Executives must be notified to the Board of Directors and the Managing Director, respectively. The Managing Director shall report to the Company’s Board on the Code’s operation and effectiveness along with any significant breach of the Code.

16. Interpretation
Any question relating to how this Code should be interpreted or applied should be addressed to the Company Secretary.