PART –II

Ethical Business Conduct is critical to the success of the business of the Company. Executives of the Company are duty bound to respect and adhere to this Code. Adherence to this Code is replete with a host of Legal and Regulatory requirements, the violation of which can bring about significant liability on the Executives as well as on the Company and its Directors. The Executives should therefore be fully alert to the possible violations of this code. Violation of Law as well as this Code of business conduct and ethics or other Company policies and procedures can bring disciplinary action including termination of employment.

All Executives being employees of the Company has got a great responsibility towards the Company and its Shareholders. The Executives are expected to exercise good judgment to ensure the safety and welfare of all the employees, agents and the Shareholders of the company. They should strive to create a harmonies and productive work environment in the Company. These standards shall be upheld while working not only in the Company premises but also at off site locations where the Company’s business is being conducted or at any other place where the Executives represent the Company.

This Code expects the Executives to work for the value creation for the Shareholders.

All Executives must comply with all applicable Laws, Rules, Regulation and Orders. They should acquire appropriate knowledge of the requirements relating to their duties so as to enable them to identify potential dangers. Violation of Laws, Rules, Regulation and Orders will lead to individual criminal or civil liability as well as disciplinary action by the Company. Such violation may also bring civil or criminal liability on the Company with possible loss of business.

The responsibility of the Executives to the Company as well as to the Shareholders do not normally prevent them from engaging in personal transactions; but this Code demands that the Executives should scrupulously try to avoid any situation where his interest will conflict with the interest of the Company. The Executives should always try to avoid the very appearance of such conflict of interest. A conflict of interest arises where the interest of the Executives conflicts with the interest of the Company in situations like :-

1. Employment/Outside Employment
2. Outside Directorship
3. Business Interest
4. Related Party Transactions
   

a) Employment/Outside Employment :
Being employees of the Company, every Executive is duty bound to devote his full attention to the business interest of the Company. He is prohibited from engaging in any activity which is in conflict with or prejudicial to the interest of the Company.
Acceptance of any outside employment with the Company's Suppliers, Customers or Competitors or indulging in any activity that enhances or support the Competitor's business should be viewed as a breach of this Code. Any personal interest which is in conflict with the interest of the Company should be promptly disclosed to the management.

b) Outside Directorship :
A conflict of interest arises when an Executive serve as a Director on the Board of a Competitors Company. Acceptance of such Directorship shall be with the prior approval of the Company management.

c) Business Interest :
An Executive is expected to exercise utmost care and diligence while taking a decision to invest in a Company of a Customer, Supplier or Competitor and to ensure that such investment shall not compromise the responsibility of the Executive to the Company. Conflict of interest can be surfaced through a number of factors the size and nature of the investment, degree of your influence in the Company's business interest, your access to confidential information of the Company or the investee Company and the relation of your Company with the investee Company.

d) Related Party Transactions :
As a general rule this Code requires any Executives to avoid as far as possible any related party transactions, viz : transactions between the Company and any of the relatives of the Executives. The term relatives are defined in Schedule 1A to Section 6 of the Companies Act, 1956.

In any unavoidable circumstances if an Executive has to enter into any such related party transactions, it should be fully disclosed to the Audit Committee. The Audit Committee must review and approve such related party transactions in advance. Such related party transactions should be reported to the Board.

Situations of conflict of interest given above are not exhaustive. There can be any number of other situations where the conflict of interest may appear. The Executives are therefore advised to consult the Board/Audit Committee before entering into any such transactions.

Executives shall not exploit or make use of the Company’s properties, or information or positions for their personal gains, unless the opportunity is fully disclosed to the Company’s Board and the Board of Directors accord its approval to pursue such opportunity.

During the course of the service, Executives may be provided with or may have access to Company’s confidential information to facilitate their work. These information include trade related information, business secrets, confidential matters, customer information, business strategies, administration policies and the like. The confidential information is the property of the Company and as such every Executive is duty bound to safeguard the same. All confidential information must be used exclusively for the business of the Company only. In case the confidential information is to be disclosed to any business partner or associate such disclosure should invariably be made after careful consideration of its potential benefits and risk and that too with the prior approval of the management. Even while co-operating with the Government Agencies and Regulatory Authorities during any investigation, confidentiality of the information shall be maintained and no information or document shall be passed on to the Investigating Authorities without the approval of the management. All communication with the Public as well as the Press shall be made only by the authorised spoke person of the Company who is authorised to communicate with outsiders on behalf of the Company.

Wavier of any provision contained in this Code for any person shall be approved in writing by the Board of Directors.

The Company expect all of its Executive to strictly adhere to the provision of this Code in carrying out their duties.

Suitable Action should be taken against any Executive who violate any of the provisions of this Code. Disciplinary action include termination of employment at the Company’s sole discretion.

In case of any loss suffered by the Company as a results of the violation of any of the provisions of this Code by an Executive the Company reserves the right to proceed against the individual to recover the loss.

Executives are required to sign and return to Human Resources Department (HRD) the enclosed Acknowledgment of Receipt of this Code in token of their have received, read and accepted the same.