Code of Conduct

Preamble

This Code of Conduct helps maintain high standards of business conduct for the Company and ensures compliance with the legal requirements under Clause 49 of the Listing Agreement pertaining to Corporate Governance. The Code promotes ethical conduct. All the Directors and the Senior Management of the Company 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 all 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 the activities by the Board of Directors and the Senior Management of the Company.

The “Senior Management” means employees at the grade of General Manager & above, and Company Secretary.

 Honesty & Integrity

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

Conflict of Interest

The Directors and Senior Management 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 –

The 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 interest of the Company.

The 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.

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

Corporate Opportunities

The Directors and the Senior Management shall not exploit for their own personal gain, information or property unless the same is disclosed in writing to the Board of Directors of the Company.

 Compliance

The Directors and Senior Management shall ensure compliance with all applicable laws, rules and regulations. However, in the event of any material violation of securities or other laws, rules and regulations applicable to the Company, or the operations of its business, shall bring such information to the attention of the Board of Directors of the Company.

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 the 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.

The Senior Management must obtain the approval of the Board of Directors of the Company before accepting a Directorship.

Confidentiality of Information

 Any information concerning the Company’s business, its customers, suppliers, service provider etc., which is not in the public domain and to which the Director / Senior Management 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 / Senior Management shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorised.

Insider Trading

The Company has formulated a Code of Conduct for prohibition of Insider Trading and Corporate Disclosure practices. The Directors and the Senior Management shall comply with the requirements of the said Code. Any Director / Senior Management 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 the Directors and Senior Management will comply with insider trading guidelines as issued by the SEBI & the Company’s Code of Conduct for prohibition of Insider Trading.

Gifts & Donations

No Director / Senior Management shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, any gifts, donations, 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 of Directors of the Company.

Protection of Assets

Protection of the Company’s assets is the key responsibility of every person associated with the Company. The Directors and Senior Management must protect the Company’s fixed /current assets, Employees, Intellectual Properties such as Formulas, Patents, Trade Mark, Copyrights, etc. and should not use these for personal use / other than official use, unless approved by the Board of Directors. Care should misappropriated, loaned to others or sold without appropriate authorization.

Periodic Review

Once every year or upon revision of this Code, every Director / Senior Management must acknowledge and execute an understanding of the Code and an agreement to comply. New Directors and Senior Management will sign such a deed at the time when their Directorship / employment begins.

Non-Compliance

If any Director or Senior Management Personnel comes to know or suspects of a violation of applicable laws, rules or regulations or this Code of Conduct, he/she must immediately report the same to the Board or any designated person/committee of the Board. Such person shall also provide the details of suspected violation together with all the particulars relating to the issue he is aware about.

The Board of Directors or any Committee thereof for this purpose shall decide the appropriate action to be taken in respect of violation(s) of this Code of Conduct.

Interpretation of Code

The Board of Directors or person / committee authorized by the Board of Directors would handle any question or interpretation under this Code of Conduct. The Board of Directors or any designated person / committee has the authority to waive compliance with this Code of Conduct for any Director, Officer or Employee of the Company. The person seeking waiver of this code shall make full disclosure of the particular circumstances to the Board of Directors or the designated person / committee.

Deviation / Waiver

Any deviation / waiver from this code can only be effected on the sole and absolute discretionary authority of the Board of Directors or any person / committee by the Board of Directors for this purpose.