All members of the Board of Directors of the Company; (hereinafter referred to as the “Directors”) and

The Directors & Officers shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or its associates. Duty of the Directors/Officers of the Company demands that he or she avoids or minimizes and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. For example:

In consideration of employment with the Company, officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibilities towards the company, or is otherwise in conflict with or prejudicial to the company. For example, simultaneous engagement/ employment or directorship with competitors of the company, or from taking part in any activity that enhances or supports a competitor’s position. Each Officer shall inform the Board of any change in events/circumstances/conditions that may interfere with their ability to perform their duties in an independent and fiduciary manner.

If any Director or Officer is considering investment in the business of any competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities towards the Company. Before making substantial investment in the business of the Competitor, the Director/Officer shall take permission from the Board of Directors of the Company. Substantial Investment shall mean any investment over Rs.10 lacs for Directors and Rs.2 lacs for Officers.

As a general rule, the Directors & Officers, before conducting Company’s business with a related party or a relative and/or with a business in which a relative is associated in any significant role, must disclose their interest to the Board of Directors of the Company and take its prior approval for the same.

Under no circumstances any Director or Officer shall accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc. of the Company, that is perceived and/or intended, directly or indirectly, to influence any business decision, of the Company, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud.

Directors/Officers shall not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is first disclosed in writing to the Company’s Board of Directors.

Directors/Officers must comply with all applicable governmental laws, rules and regulations. Directors/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 the Finance and/or Legal Department. Violations of applicable governmental laws, rules and regulations may subject Directors/Officers to individual criminal and/or civil liability. Such individual violations may also subject the Company to civil and/or criminal liability and/or the loss of business.

Officers are responsible for the proper use, protection and conservation of Company assets and resources. This includes Company properties, assets, proprietary manufacturing processes, engineering designs, process technology, application knowledge, financial data, strategies, trade secrets, corporate information and other Company rights. Company assets are to be used solely to pursue and achieve Company goals and not for personal benefit, unless approved by the Board.

Non-public information, which might influence the market price of Company shares, should be kept in strict confidence until publicly released in accordance with applicable legal requirements and stock exchange regulations. Officers shall not derive personal benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company not in public domain and which could constitute as insider information.

The proposed Code of Conduct for provisions of Insider Trading is annexed herewith.

I have received and read the Company’s Code of Conduct / Ethics for the Members of the Board and Senior Management Officers. I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my job. I agree to comply with the Code.