CODE OF CONDUCT AND ETHICS

As required under revised Clause 49 of the Listing Agreement the following code of conduct is applicable to the Directors and Senior Management of the Company.

 
(A) Responsibility to Company and Shareholders
  i All employees, agents, contractors shall exercise good conduct to ensure safety and welfare, maintain cooperative, efficient, positive, harmonious and productive work environment. These standards apply to all the employees working on company's premises or at of site locations or wherever the employee represents the Company.
  ii Every employee shall in his or her business conduct comply with all applicable laws and regulations at his place of work.
  iii Conflict of interest shall be resolved by mutual and peaceful discussion.
  iv Every employee is prohibited from carrying on competitive business activity or employment which is prejudicial to the interest of the Company.
  v Outside Directorships to be accepted after obtaining approval from the Board of Directors vide Board Meetings.
  vi Every employees shall Investment in a company, customer, supplier, developer or competitor provided he or she does not compromise his/her professional responsibilities to the company.
  vii Each Employee should avoid conducting company business with a relative. If this is unavoidable, proper disclosure to be made to the Company and approval be obtained.
  viii Conflict of personal interest with that of the Company's interest should be avoided.
  ix Employees should not exploit for their own personal gain opportunities that are discovered through the use of company's information unless proper approval obtained from the company.
  x Employees should protect confidential information of the company and clients of the company.
  xi All enquiries or calls from the press, financial analysts or media should be referred to Company's MD/CEO and in his absence to
CFO. Only designated persons should communicate with the press on behalf of the company.
  xii Insider trading is strictly prohibited. Trading window should be adhered to. Employee should adhere to company's code of insider trading.
  xiii In case any person is found practicing insider trading, the Company will not be held responsible for such a transaction.
     
(B) Use of Company's Assets
  a Company's assets should not be misappropriated, sold or donated without proper authorisation.
  b Assets should be properly safeguarded from loss, damage or theft.
  c Employees may not use company's assets for personal use.
  d Company funds should be used only for business purpose only..
  e Accurate records should be kept and updated with proper authorisation..
  f Employees should use only licensed software. Computers should be used for office use and to be protected from loss or damage. Information stored or transmitted in any electronic device should be accessible to company's designated officials.
  g The use of electronic devices should be legal, ethical and in appropriate manner.
     
(C) Payment Practices:
  a All financial transactions should be fully and accurately recorded in the company's books and records in accordance with the applicable laws. False or misleading entries, unrecorded funds or assets or payments without appropriate supporting documentation and approval are strictly prohibited.
  b Company's funds should not be used for political campaigning or political practices.
  c Employees should not pay, promise to pay or grant a gift which is perceived as directly or indirectly influencing business decisions.
     
(D) Responsibilities towards Customers and Suppliers
    Relationship with customers should be based on trust and should enhance image of the company and enhance goodwill.
    Employees should avoid receiving any payment or gifts that can influence business decisions.
    Confidential information of customers to be preserved.
    Employees should not attempt to obtain competitors' confidential information through improper means.
     
(E) Disciplinary Actions
    All clauses covered under this code are of utmost importance to the company, its stockholders and business associates. All e employees, agents, contractors and consultants of the Company should adhere to these rules in carrying out the duties for the Company. The company will take appropriate action against any employee, agent, contractor or consultant in case of violation of this code of conduct. Disciplinary action may include termination of employment or business relationship at company's discretion.