CODE OF CONDUCT

Preamble
The operation of the Company are managed under the direction of the Board within the framework set by the Companies Act, 1956, the listing agreement with the STOCK Exchanges and the Articles of Association of the Company. The Board is governed by the Internal Codes/ Procedures prescribed within the Company from time to time.

The Board is primarily responsible to the shareholders of the Company, Management policies and their effectiveness. The Board’s responsibility further includes overseeing the functioning of the Company’s top management and monitoring legal compliance and the management risks related to the Company’s operations.

The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company, and thus to sustain the trust and confidence reposed in the Officers by the shareholders of the Company. Officers are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.

The Board is primarily responsible to the shareholders of the Company, Management policies and their effectiveness. The Board’s responsibility further includes overseeing the functioning of the Company’s top management and monitoring legal compliance and the management risks related to the Company’s operations.

The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company, and thus to sustain the trust and confidence reposed in the Officers by the shareholders of the Company. Officers are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.

Applicability
This Code of Conduct applies to the following:
1. All Members of the Board of Directors of the Company; (hereinafter referred to as the “Directors”)
2. (a) Chief Executive Officer;
(b) Company Secretary;
(c) Head of Finance function (by whatever designation called);
(d) All Departmental/Functional heads of different functions of the Company.
(By whatever designation they are called, hereinafter referred to as “Officers”)
SAILENT FEATURES OF THE CODE OF CONDUCT

Standard of Conduct and Behaviour:
Board Members and Senior Management Team shall be fair and transparent and should be perceived to be as such by third parties and take due care and diligence in performing their duties of the office and in exercising their powers attached to that office. They shall uphold highest standards of etiquettes, decorum, and decency. Further, they shall maintain transparency and truthfulness in all communications and shall also maintain every relationship with due respect and dignity.

Conflict of Interest
The policies and procedures under this code require that Board Members and Senior Management Team of the Company shall avoid any activity or association that creates or appears to create a conflict between the personal interest of the Board Members and Senior Management Team and the Company’s business interest.
Further, they shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company and also shall not engage in any kind of Insider TRADING by virtue of access to the Company information and its working.

Disclosures Standards
As a public Company, the Company is committed to full, fair, accurate, timely and understandable disclosure in report and documents that it files with or submits to, the regulatory authorities and in other public communication of the Company. In support of this commitment, the Board Members and Senior Management Team of the Company shall be responsible for the establishment and compliance with the disclosure and reporting requirements and internal controls over the FINANCIAL reporting.

The following are the disclosure / declarations are to be given by Board Members:

No Relevant Sec/ Rule/ Reg Particulars Periodicity
1 Reg 29 (1) of SAST Any person acquiring 5% or more shareholding /voting right in the Company along with PAC. Within 2 Working Days of receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the Company.
2 Reg 29 (2) of SAST Any person together with the PAC who holds 5% or more shares or voting rights in the Company increases its Shareholding/Voting rights to 2% over and above the 5% holding. Within 2 Working Days of receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the Company.
3 Reg 30 (1) of SAST Every person together with PAC, Holds shares or voting right entitling him to exercise 25% or more of the Voting rights in the Company as of 31st Day of March. Within 7 working days from the FINANCIAL year ending 31st March
4 Reg 30 (2) of SAST Promoter together with the PAC shall disclose the shareholding in the Company after 31st March, irrespective of the % of Shareholding Within 7 working days from the FINANCIAL year ending 31st March
5 Reg 31 of SAST Any shares encumbered/ invoked/ release of encumbrance by the promoters Within 7 Working days from the creation or invocation or release of encumbrances.
6 Sec. 264 of the Companies Act, 1956 Consent to be appointed as Director to be filed with Company and Registrar of Companies. Before accepting the appointment as Directors.
7 Disclosure of particulars of other directorship Any person acquiring 5% or more shareholding /voting right in the Company along with PAC. General notice to be given at the time of Joining the Board. As and When there is a change in directorship/ Office held in other bodies corporate.
8 Sec 299 and 297 of the Companies Act Disclosure of interest by the Director to the Company General notice to be given at the time of joining the Board:As and when there is a change in interest.General notice to be given during the last month of every FINANCIAL year ( before March 31 of every year)

Board Committee
The Board has established the following Committees to assist the Board in discharging its responsibilities:
1. Audit Committee
2. Shareholders/ Investors grievance Committee
3. Remuneration Committee
The Board has adopted Charters setting forth the roles and responsibilities of each of the above Committee as well as qualifications for Committee membership, procedures for Committee member appointment and removal, Committee structure and operations and reporting to the Board. The Board shall constitute any new committee or dissolve any existing Committee, as it deems necessary for the discharge of its responsibility.

Business Integrity
Board Members and Senior Management Team shall act in accordance with the highest standards of personal and professional integrity, honesty, and ethical conduct while working or representing the Company. Further, they shall not accept gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or third parties, which have business dealings with the Company.

Protecting Compay Assets
The assets of the company shall not be misused; they shall be employed primarily and judiciously for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property, and relationships with customers and Suppliers.

Insider Trading
Insider TRADING is prohibited by law as well as by Companies policy. Insider trading generally involves the act of Subscribing or buying or selling of Companies Securities, when in the knowledge of any unpublished price sensitive information about Company. It also involves disclosing any unpublished price sensitive information about the Company to others who could subscribe or buy or sell Companies Securities.

Every Director of the Company shall comply with the Code of Internal Procedures and Conduct in dealing with the Securities of the Company. They shall make necessary disclosure as given in SEBI (Prohibition of Insider TRADING) regulations, 2011. The Board of Directors shall also Monitor implementation of the Company’s Code of Conduct for Prohibition of Insider Trading.

Other Directorship
Unless specifically permitted by the Chairman of the Board, Officers shall not serve as director of any other company or as a partner of a firm that is engaged in a competing business with the Company. This clause is not applicable to Non-Whole Time Directors.

Confidentiality and Secrecy
Board Members and Senior Management Team shall 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. This obligation shall apply not only during tenure with the Company but thereafter as well.

Equal and Fair Treatment
Board Members and Senior Management Team shall ensure that there is no discrimination, whatsoever, on account of caste, colour, creed, gender or religion and work environment is free from all kinds of harassment, including physical, verbal, psychological and sexual.

Envioronmental Protection
Board Members and Senior Management Team shall contribute towards taking complete and proper care of the external environment and shall conserve the resources for a proper ecological balance.

Media Communication
Any kind of relationship or communication, on behalf of the Company with media, including print and electronic, shall be done only by persons so authorized for the purpose.

Placement of The Code On Website
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto shall be posted on the website of the Company.

Compliance With Code
Suspected violation of this code shall be reported to the Chairman of the Board. All reported violations shall be appropriately looked into and dealt with accordingly.

Waivers and Amendments of The Code
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s board of directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.

Acknowledgement
The Directors and Senior Management Team of the Company shall read and fully understand this code of conduct and ethics and abide by the policies, procedures, and principles contained therein.