1.  The Code of Conduct divided into Part A: applicable to the Directors and    Part B: applicable to the Senior Management (SM) of the Company.

2. For the purpose of this Code, “Directors” shall mean all the Directors on the Board of Directors of the Company and “Senior Management” shall mean personnel of the Company who are member of core management team excluding Board of Directors. Normally this would comprise all members of  management one level below the Senior Executive Director including all functional heads reporting to Senior Executive Director.

3.   Philosophy  

The Company’s philosophy on corporate governance envisages transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and lenders.

Part A

4.  The Directors of the Company shall endeavour and would -

(a) use due care and diligence in performing their duties of office and in exercising the power attached to that office;

(b) act honestly and use their powers of office in good faith and in the best interest of the Company;

(c) not make improper use of information nor take improper advantage of their position as a Director;

(d) not allow  personal interests  to conflict with the interests  of the Company;

(e) make all necessary disclosures to the Company in terms of the Companies Act 1956, the Listing Agreement and any other law for the time being in force;

(f)  not engaged in conduct which may bring discredit to the Company; 

(g) be independent  in judgment and  actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors;               

(h)  ensure the confidentiality of information they received whilst being in office of Director  and disclosed only when autorised by the Company or is required by law;

Part B

 5.1 The Senior Management shall endeavour to: 

(a) devote their utmost to  achieve the goals of the Company and the standards set before themselves; 

(b) carry on the business of the Company complying with all relevant laws, rules and regulations; 

(c) ensure that financial records and present financial reports in accordance with the provisions of law and applicable accounting standards so as to give a true and fair view of the state of  affairs of the Company; 

(e) ensure confidentiality of all material sensitive information of the affairs of the Company coming in their possession and not to disclose or use the same for personal profits or for the advantage of any other person unless the same is required to be disclosed to any other person in terms  of applicable  regulations; 

(f) make all necessary disclosures to the Company in terms of the Companies Act 1956, the Listing Agreement and any other law for the time being in force;   

(g) disclose and obtain requisite approval under the law in cases where personal interest might conflict with the interest of the Company. Senior Management personnel shall also from time to time and at any time, make disclosures to the Board relating to all material financial and commercial transactions where they have personal interest that may have a potential conflict with the interest of the Company at large; 

(h)   pursue healthy human resource policies without any discrimination  on account of caste, religion or sex, promote meritocracy, uphold self respect and human dignity to instill a sense of belonging to the Organisation; 

(i) ensure that in dealing with customers, lenders, investors, Government and the community at large, the Company’s image and its interest are well protected; 

(j) maintain highest  level of professional conduct that would enhance the image, goodwill and credibility of the business of the Company; 

(k) create an atmosphere of highest integrity, trust, fairness and honesty in performance of their duty which should strengthen the bond of relationship with people, both internally and externally; 

(l) promote SHE factors, viz safe, healthy working environment and comply with all regulations concerning preservation of the environment of the territory of operation, in conducting the Company’s business;

5.2  The Senior Management shall not -  

(a) engage by themselves or on behalf of the Company in any activity detrimental to or against national interest;               

(b) receive or offer, directly or indirectly, any illegal payment or charitable benefits which are intended to or perceived to obtain business favours  barring nominal gifts which are customarily given and are of commemorative nature; 

(c) permit misuse of Company’s properties and assets, both tangible and intangible;

6. All the members of the Board of Directors and Senior Management shall affirm in writing compliance with this Code on an annual basis in every financial year as per the format given at Annexure – I. The Annual Report of the Company shall contain a declaration to this effect signed by the Senior Executive Director as per the format in Annexure – II.

ANNEXURE - I

Director