CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

I. INTRODUCTION
This Code of Conduct is applicable to all Executive Directors of the Company (including MD) and also its Senior Management personnel and all functional heads who are expected to comply with the letter and spirit of this Code in addition to the existing applicable laws & regulations & relevant policies, rules and procedures of the Company.

The principal duty of the Board of Directors, along with management, is to ensure that the Company is well managed and subserves the basic interests of its shareholders.

II. GUIDELINES FOR CONDUCT
Each director and Management personnel seek to use due care in the performance of his/her duties, be loyal to the Company, act in good faith and in a manner such Director and Management personnel reasonably believes to be not opposed to the best interests of the Company. A Director and Management personnel should seek to also:-
• Make reasonable efforts to attend Board and committee meetings;
• dedicate time and attention to the Company;
• comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company; and

III. BUSINESS OPPORTUNITIES
In carrying out their duties and responsibilities, Directors and Management personnels should avoid:
• appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information or their position as Directors and Specified employees;
• using Company property or information, or their position as Director and Specified employees, for personal gain; and
• competing with the Company.

A Director / Management personnel, who wishes to avail of a corporate business opportunity, should disclose such opportunity to the Company’s Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the Director and Management personnel avail of it, provided that the Director and Management personnel has not wrongfully utilized the Company's resources in order to acquire such opportunity.

IV. CONFLICTS OF INTEREST
Directors must avoid and promptly disclose to the Comply potential conflicts of interest regarding any matters concerning the Company. A conflict of interest exists where the interests or benefits of Directors conflict with the interests or benefits of the Company.

V. COMPANY PROPERTY
Directors and Management personnels should endeavor to ensure that management is causing the Company’s assets, proprietary information and resources to be used by the Company and its employees only for legitimate business purposes of the Company.

VI. CONFIDENTIAL INFORMATION
Director and Management personnels should maintain the confidentiality of information entrusted to or gained by them in the course of 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. Such confidential and proprietary information shall never be disclosed or used for the personal gain or advantage of any Director and Management personnel.

VII. FAIR DEALING
Director and Management personnels should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and employees.

VIII. COMPLIANCE WITH LAWS AND REGULATIONS
Directors and Management personnels should comply, and endeavor to ensure that the management is causing the Company to comply, with applicable laws, rules and regulations. In addition, if any Director and Management personnel becomes aware of any information that he or she believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Director and Management personnel, then such Director and Management personnel should bring such information to the attention of the Board.

IX. INSIDER TRADING
Directors and Management Personnel should observe all applicable laws ad regulations including the Company policies and Code as applicable  to them with respect to the purchase and sale of the company’s securities.  In addition, they should obstain from dealing in Company’s shares, whether directly or indirectly, at least 15 days before the Board Meeting Date approving Company’s Quarterly Results.

Any waiver of the amendments to the Company policies or Codes may be made only by the Company’s Board of Directors and will be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the company’s securities are listed or traded.

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

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

XI. EMPLOYEES
The Director and Management personnel should respect each and every employee of the Company, treat each of them in a fair and equitable manner; respect their privacy and not to share/disclose their personal information without their prior consent; maintain non-discriminatory approach and refrain from harassing employees, making sexual advancements, coercion, threat by virtue of his/her position with the Company.

XII. CUSTOMERS
The Director and Management personnel should ensure to provide products and services, which meet the desired quality and safety standards and redress the Customer’s grievance genuinely

XIII. SHAREHOLDERS
The Director and Specified employee should ensure to protect interest of the shareholders by ensuring maintenance of accurate and complete records by avoiding false misleading or artificial entries in the Books of accounts.

XIV. REPORTING
Company Secretary shall be the Compliance Officer for the purpose of this code. Directors are required to report observed violations of the Code and illegal or unethical behaviour to the Compliance Officer. All reports will be treated in a confidential manner and it is Company’ policy to not allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process the Company will undertake review & where appropriate, investigations of alleged violations or misconduct. Directors are expected to cooperate in initial investigations of misconduct and violations of this Code.

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