1.1 The Company is committed to maintaining the highest standards of ethical conduct. This Code of Business Conduct and Ethics (the Code) reflects the business practices and principles of behaviour that support this commitment. Our Boards is responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. We expect every Director, every member of the Senior Management and every employee to read and understand this Code and its application to the performance of his or her responsibilities.

2.1 This Code is applicable to the following Senior Management of the Company referred to as 'Officers':

All officers and employees are expected to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at offsite locations where the Company’s business is being conducted, at Company sponsored business and social events, or at any other place where they are representing Company.

Honest conduct is a conduct that is free from fraud or deception. Ethical conduct is ethical handling of actual or apparent conflicts of interest between personal and professional relationship.

The Officers and employees of the Company shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of his company. A conflict of interest, actual or potential, may arise where, directly or indirectly if an officer or employee of the company:

Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the Company's management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee's immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his company.

Every officer who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the CEO /CMD and/or to the board of directors/ executive committee appointed by the board and, upon a decision being taken in the matter, the officer concerned will be required to take necessary action as advised to resolve/avoid the conflict.

If an officer fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the officer, the management would take a serious view of the matter and consider suitable disciplinary action against the officer.

The Officers shall not exploit for their own personal gain, opportunities that are discovered through the use of Company Property, information or position, or compete with the Company unless the opportunity is disclosed fully in writing to the Company�s Board of directors and the Board declines to pursue such opportunity

Each Officer should endeavor to deal fairly with the respective Company�s customers, suppliers, competitors, officers, and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Inappropriate use of proprietary information, misusing trade secret information that was obtained without the Company or the Board consent, or inducing such disclosures by past or present employees of other companies is prohibited. An Officer must perform his or her duties in good faith, acting honestly, free from the intention to defraud.

The term "sconfidential information" includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed. The Officers shall not disclose/reveal any facts/figures/ information/trade secrets or confidential documents in written/verbal form, obtained during the course of business relationship with Company to any person(s)/ authority /organization /statutory body unless required by law, regulations or legal proceedings with specific written permission of or intimation to the company.

The Officers and employees of the Company and his or her immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company or the group, which is not in the public domain and thus constitutes insider information. The Officers and employees of the Company shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the respective company on which such insider information has been obtained.

Such insider information might include the following:

The assets of the Company should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary or patent information, relationships with customers and suppliers, etc.

The Company and every Officer of the Company shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates. Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from higher authorities / outside experts. Every Officer of the company shall also ensure compliance to the financial reporting regulations and procedures and assist the Audit Committee of the Board for ensuring a fair and proper financial, accounting and internal accounting systems and controls. Violations of applicable governmental laws, rules and regulations may subject them to individual criminal or civil liability, as well as to disciplinary action by the Company. .

If any officer of the company who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Board of Directors or any designated person/committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation. Violations of this Code of Ethics will result in disciplinary action, which may even include termination/ removal from the office of the Company. The Company's Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics.

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorised by the Board of the Company.

The Board of Directors or CEO/CMD of the company has the authority to waive compliance with this Code of business conduct for any director, officer of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or CEO/CMD of the company. Further, the company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the company�s Board of Directors/CEO/CMD and promptly disclosed on the company's website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of such amendment or waiver.

Each of the Officers of the company shall acknowledge receipt of the Code and confirm having received and read the Company's "Code of Ethics and Business Conduct" (the "Code") and agree to comply with the code .