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 mean all members of the management one level below the Board i.e. Sr. 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 Website of the Company.
 
Interpretation of Code

In this code wherever the word "Director" is appearing, it also means and includes senior management personnel to the extent applicable. Any question or interpretation under this Code of Ethics and Business Conduct will be considered and dealt with by the Board or any committee or any person authorized by the Board in this behalf. The Board or any designated person / committee so authorised has the authority to waive compliance with this Code of business conduct for any director, officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances of the case to the Board or the designated person / committee.
 
Any waiver of this Code as may be made by the Board and / or so authorised person / committee shall be promptly posted on the Website of the company.

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

I. 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 :
 

i.	A director's personal interest is adverse to or may appear to be adversed to the interests of the Company as a whole.
ii.	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, daughter-in-laws and son-in-laws.
As illustrations only and being not exhaustive, some of the more common instances of conflict 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 entity, which is seeking to do business or to retain business with the Company. 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.