Code of Conduct for Directors and senior management :

The Board noted that the revised Clause 49 of the listing agreement required a code of conduct to be adopted by the Board. The draft code was duly circulated and approved by the Board for compliance from January 2006. The Board noted the same to be as follows:

Code of Conduct for Board of Directors and Senior Management:

Directors and senior management must act within the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interest of the company and 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 activities of the Board and Senior management.

Directors and senior management shall conduct their activities, on behalf of the company, with honesty & integrity. All Directors and senior management shall act in good faith, responsibly, and should use due care in performance of duties. The Directors will act in the best interests of the company and fulfill the fiduciary obligations. A director should seek to:

i.  Make reasonable efforts to attend Board and committee meetings;

ii. Dedicate time and attention to the Company; and

iii. Seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.

Directors on the board of the company and senior management shall not engage in any business, relationship or activity, which may be in conflict of interest of the COMPANY or the group. If such related party transaction is unavoidable it must be fully disclosed to the Board or to the CFO of the Company.

Each director and senior management personnel should avoid his or her private interests to interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively.

Directors and senior management are required to comply with all applicable laws, rules and regulations, corporate policies both in letter and in spirit.

All directors must report / disclose their directorships in any other companies to the board on an annual basis.

Directors and senior management should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is in the public domain.

No Director and senior management personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.

  No Director of the company and senior management personnel shall derive any 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 Directors and senior management personnel will comply with insider trading guidelines as issued by SEBI.

  No director of the company and senior management personnel `shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be indented) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the board.

Directors and senior management personnel must protect the company's assets, labour and information and may not use this for personal use, unless approved by the board. Company's assets must be used only for legitimate purposes.

In carrying out their duties and responsibilities, directors and 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 / senior management personnel .

Each director, officer, and employee should deal fairly with customers, suppliers, competitors, and employees of group companies.

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorised by the Board of the Company.

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

Any waiver of this Directors Code must be approved by the Board of Directors and publicly disclosed if required by any applicable law or regulation.

This Directors' Code sets forth guidelines for conduct for the Board of Directors and senior management personnel .

Once every year or upon revision of this code, every director and senior management personnel must acknowledge and execute an understanding of the code and an agreement to comply. New directors and senior management personnel will sign such a deed at the time when their directorship/office begins.