Introduction

This Code of Conduct is meant to comply with the applicable provisions contained in the Listing Agreement entered into with the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange (NSE). The principal duty of the Board of Directors, along with Senior Management, is to ensure that the Company is well managed. In view of their crucial role, it is considered necessary to have a formally documented Code governing the Conduct of the Directors and the Senior Management.

Applicability of the Code

This 'Code of Conduct' shall be applicable to all Board Members and Senior Management of the company. Senior Management shall mean personnel of the Company, who are members of its Core Management Team excluding Board of Directors, comprising all members of Management one level below the Executive Directors, including all Function Heads.

Guidelines for Conduct

Every Director and the Senior Management Personnel must act diligently and ethically... Every Director and the Senior Management Personnel have an obligation, at all times, to comply with the spirit, as well as the letter, of the law and of the principles of this Code.

Every Director and the Senior Management personnel should:

• Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties.
• Disclose potential conflicts of interest that he/she may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest
• Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Director or Senior Management Personnel except when authorized or legally required to disclose such information
• Not use confidential information acquired in the course of their service as Director or Senior Management Personnel for their personal advantage

Corporate Business Opportunities

In carrying out their duties and responsibilities, Directors and the Senior Management Personnel should avoid:

• appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information or their position as directors;
• using Company property or information, or their position as directors, for personal gain; and
• competing with the Company directly or indirectly, for business opportunities that the Company is pursuing.

A corporate business opportunity is an opportunity (1) in the Company's line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company.

Every Director or the Senior Management Personnel who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the director participate in it, provided that the Director has not wrongfully utilized the Company's resources in order to acquire the opportunity.

Conflicts Of Interest

Directors and the Senior Management Personnel are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests and independent of outside influences.

Directors and the Senior Management Personnel shall avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company shall be disclosed promptly to the Board.

Gifts

Directors, the Senior Management Personnel and members of their immediate families may not accept gifts from persons or firms who deal with the Company where the gift is being made in order to influence the director's / Senior Management Personnel's actions as a member of the Board / as a senior management person, or where acceptance of the gift is likely to create a conflict of interest.

Company Property

Directors and the Senior Management Personnel have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.

Fair Dealing

The Directors and the Senior Management Personnel shall deal fairly with the Company's Customers, Suppliers, Competitors, Employees and all the stakeholders.

Insider Trading

Directors and the Senior Management Personnel should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company's securities.

Any waiver of or amendments to the Company's policies or Codes may be made only by the Company's Board of Directors and will be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company's securities are listed or traded.

Directors and the Senior Management Personnel should direct questions regarding the application or interpretation of these guidelines to the Company Secretary/ Compliance Officer.

Non-Compliance Of The Code

Suspected violations of this Code must be reported to the Board or the Chairman of the Audit Committee. All reported violations would be appropriately investigated.

Disclosure

The members of the Board and the Senior Management Personnel shall affirm the compliance with the code on annual basis. The Annual Report of the Company shall carry a declaration to this effect signed by the Managing Director of the company.