The Code of Conduct shall apply to:  
     
 
1.all Directors of the Company, whether executive or non-executive.
2.all executives of the Company from the rank of General Manager and above
3.all executives of the Company, reporting directly to the Chairman and Managing Director     irrespective of their grade.
 
          

The Code       
                                                                .
Ail Directors and Senior Management Executives:

 
     
 

I. Conflict of Interest:  
                                        

a.  shall avoid situations in which their personal interest could conflict with that of the Company.
b. shall disclose to the appropriate authority/board all cases of Conflict of Interest or potential     Conflict of Interest between the person and the Company.
c. shall neither directly or indirectly, give any official favors for personal purposes nor spend     any money of the Company for personal purposes.

 
     
  II. Confidentiality / Publicity:

d. shall respect the confidentiality of data made available to them from time to time. Such      respect for confidentiality shall also continue after such person ceases to hold office as      Director or serve the organization.
e. shall not give any statement detrimental to the interest of the Company to the press or any     other form of media.

 
     
  III. Legal Compliance:

f. shall adhere to the Insider Trading Code of the Company.
g. shall take every reasonable step to ensure adherence to the laws of the land.
 
     
 
IV. Gender Friendly Environment:

h. shall help promote equality of gender, class and caste in so far as the same relates to the     activities of the Company.
i. shall encourage women employees to report any harassment concerns and be responsive to    any complaints of harassment or other unwelcome and offensive conduct.
 
     
  V. Social Responsibility:
j. shall in their decisions respect the necessity of protecting the environment consistently with    the need of sustainable development.
 
     
 
VI. Cost Consciousness:

k. shall exercise their responsibilities with utmost cost consciousness within the organization and     shall promote the same.
I. shall not use any facility of the Company for their personal use except when such facility has     been provided for personal use by policy or specific permission.
 
     
  VII. Transparency and Accountability:

m. shall be transparent in all their dealings except in cases where the needs of business security      dictate otherwise and shall hold themselves accountable to the appropriate authority/body.
 
     
  VIII. Dealings with People in the Organization:

n. shall practice and encourage the spirit of productive debate and discussion among the      employees and with the Board as the situation may warrant.
o.  shall not show disrespect to their superior officers or to the authority of the Board.
p. shall not engage in misinformation, disinformation or personal vilification or victimization of     any employee or stakeholder.
q. shall uphold the values of trust, teamwork, mutuality and collaboration, meritocracy,     objectivity, self-respect and human dignity.
 
     
  IX. Relationship with Suppliers and Customers:

r. shall never compromise with the interest of the company in all their dealings with suppliers     and customers.
s. shall not accept gifts and presents or receive gratuitous or other payments or treatments     from suppliers or customers which could lead to compromising the Company's interests.
 
     
  X. General:

t. shall at all times make an endeavor to attend such meetings /occasions including Board and     Committee meetings as are required of the person for the benefit, growth and development of    the Company.
u. shall dedicate sufficient time, energy and attention to the Company to ensure diligent     performance and be aware of and seek to fulfill his or her duties and responsibilities as set     forth in the Company's Memorandum & Articles of Association and Corporate Governance     Guidelines.
v. shall not use abusive or offensive language at the workplace or any such location connected     to official business.
w. shall not illegally withhold any property or documents of the Company and should ensure      protection of the same at all times.
x. shall not knowingly suppress a material fact, which can be detrimental to the interest of the     Company, from the appropriate authority/body.
y. shall not make any statement, verify any return or form, containing any particulars, knowing     it to be false.
z. shall practice a conduct of giving highest respect to humans and human values and must     promote the same.
 
     
 

This code of conduct shall also be placed on the website of the Company.

For employees of the Company 'appropriate authority' means the designated reporting authority of the executive, or the Chairman and Managing Director of the Company if he is the designated reporting authority of the executive concerned. In case of members of the board, the appropriate authority shall be the Board of Directors and in exceptional cases, the Chairman and Managing Director of the company.

 
     
 
 
This Directors' Code set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to nor does it create any right in favor of any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.
 
     
 
 


Any waiver of any provision of this Code of Conduct for a director, senior management executive must be placed for approval before the Board of Directors.