The Board of Directors (the "Board") of the Company, has adopted the following Code of Business Conduct and Ethics (the "Code") for directors and senior management personnel of the Company. Senior management personnel means all members of the management one level below the Board i.e. President / President of each division of the Company.
 
This code is intended to focus on the Board members including each of the executive directors and senior management personnel on areas of ethical risk, integrity and honesty, providing guidance to help them recognize and deal with ethical issues; mechanisms to report unethical / dishonest conducts; and help foster a culture of honesty, integrity and accountability. The Code of Conduct as approved by the Board and subsequent amendments thereto by the Board shall be posted on the web site of the Company.
 
Interpretation of Code

In this code wherever the word "Director" appears it will also include senior management personnel to the extent applicable. Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any committee or any person authorized by the Board in this behalf. The Board in justifiable cases for reasons to be recorded in writing may waive any condition of the code for compliance such, that it is not prejudicial to the interest of the Company.
 
The reasons for such waiver will be available at the Registered Office of the Company for information.

Each and every director and senior management personnel is expected to comply with the letter and spirit of this Code.

Conflict of Interest

Directors must avoid any conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board. A "conflict of interest" can occur when :
 
a. A director's personal interest is adverse to or may appear to be adverse to the interests of the       Company as a whole.

b. A director, or his/her relative, receives improper personal benefits as a result of his/her position as a      director of the Company.

Explanation : Relatives here means dependant-parents, brothers, sisters, spouse, children, daughters-in-law and sons-in-law.

As illustrations only and being not exhaustive, some of the usual instances of conflicts of interest which directors should avoid, are listed below :

a. Relationship of Company with third parties - Directors shall not receive a personal benefit from a       person or an entity, which is seeking to do business or to retain business with the Company. The      Director shall not participate in any decision making process of the Board involving another entity in       which the director has direct or indirect interest.
 
b. Compensation from non-company sources - Directors shall not accept compensation (in any form) for      services performed for the Company from any source other than the Company.
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