CODE OF BUSINESS CONDUCT

PREAMBLE

In terms of the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors are required to lay down a code of conduct for all its Board members as well as senior management one level below the executive directors including all functional heads (a list of present directors and senior management is attached). This code of conduct has accordingly been approved by the Board of Directors by a resolution passed by circulation which will be effective from 1st January, 2006 and the same shall be uploaded on Company’s website for information of general public.

APPLICABILITY

This code is applicable to the Board Members and Senior Management who are members of its core management team one level below the executive directors including all functional heads (hereinafter collectively referred to as “Employee(s)”). All employees must read and understand this code and ensure to abide by it in their day-to-day activities.

“Senior Management” shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

In addition to the above values and expected behaviors, the business will be conducted in such a manner that it ensures the following:

SAFETY IN WORKPLACE

The safety of people in the workplace is a primary concern of the Company. Each of us must comply with all applicable health and safety policies. We maintain compliance with all applicable laws to help maintain secure and healthy work surroundings. The employees will also ensure that there is no sexual harassment at the work place and in case any allegation is made, it is immediately dealt with in accordance with the guidelines laid down by the Supreme Court.

CONFLICTS OF INTEREST

Each of us has a responsibility to the Company, our stockholders and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. All employees must avoid situations involving actual or potential conflict of interest. Personal involvement with a competitor, supplier, or subordinate employee of the Company, which impairs an employee’s ability to exercise good judgment on behalf of the Company, creates an actual or potential conflict of interest. An employee involved in any of the types of relationships or situations described in this policy should immediately and fully disclose the relevant circumstances to his or her immediate supervisor, or any other appropriate supervisor, for a determination about whether a potential or actual conflict exists. If an actual or potential conflict is determined, the Company may take whatever corrective action appears appropriate according to the circumstances. Failure to disclose facts shall constitute grounds for disciplinary actions.

PROTECTING THE COMPANY'S CONFIDENTIAL INFORMATION

The Company’s confidential information is a valuable asset. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Every employee, agent and contractor must safeguard it. This responsibility includes not disclosing the Company’s confidential information such as information regarding the Company services or business over the internet. You are also responsible for properly labeling any and all documentation shared with or correspondence sent to the Company’s Legal Department or outside counsel as “Strictly Confidential”. This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company’s policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Company has rightfully received under Non-Disclosure Agreements.

OBLIGATIONS UNDER SECURITIES LAWS "INSIDER" TRADING

In the normal course of business, officers, directors, employees, agents, contractors and consultants of the Company may come into possession of significant, price sensitive information. This information is the property of the Company. You may not profit from it by buying or selling securities yourself. Further you are not to tip others to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of price sensitive information is contrary to Company policy and applicable laws. Insider trading rules are strictly enforced, even in instances when the financial transaction seems small. For more details, you should read the Company’s Insider Trading Rules carefully, paying particular attention to the specific policies and the potential criminal and civil liability and/or disciplinary action for insider trading violations. You should comply with the Company’s Insider Trading Rules, follow the pre-clearance procedures for trading and trade only during a trading window.

USE OF COMPANY ASSETS

We all are perceived as Trustees of Company’s properties, funds and other assets. We owe fiduciary duty to each stakeholder, as their agent, for protecting the Company’s assets. We, therefore, must safeguard and protect the company’s assets against any misappropriation, loss, damage, theft, etc. by putting in place proper internal control systems and procedures and effectively insuring the same against any probable fire, burglary, fidelity and any other risk.

MAINTAINING AND MANAGING RECORDS

The purpose of this policy is to set forth and convey the Company’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, e-mail, floppy disks, microfiche, microfilm or all other media. The Company is required by applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and the Company, and failure to comply with such guidelines may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship.

CONDUCT OURSELVES IN A MANNER THAT REFLECTS CREDIT TO THE COMPANY

All of us are expected to conduct ourselves, both on and off-duty, in a manner that reflects credit to the Company. The sum total of our personal attitude and behavior has a bearing on the standing of the Company and the way in which it is perceived within the organization and by the public at large.

EQUAL OPPORTUNITY EMPLOYER

The Company expects each employee to ensure that only meritocracy is rewarded in the Company and that there is no discrimination based on sex, religion, creed, colour or origin.

COMPLIANCE WITH THE CODE

As employees of Company, we will uphold and promote the principles of this Code.

The future of the organization depends on both technical and ethical excellence. Not only is it important for employees to adhere to the principles expressed in this Code, each employee should encourage and support adherence by other employees.

Treat violation of this code as inconsistent association with the organization.

Adherence of professionals to a code of ethics is largely a voluntary matter. However, if any of us do not follow this Code by engaging in professional misconduct, the matter would be reviewed by the Board and its decision shall be final. The Company reserves the right to take appropriate action against the guilty employee.

INTERPRETATION OF CODE

Any question or interpretation under this Code of Business Conduct will be handled by the Board or any person/committee authorized by the Board of Directors of the Company and their decision shall be final and binding on all concerned.

MISCELLANEOUS

Continual updation of Code

This Code is subject to continuous review and updation in line with any changes in law, changes in Company’s philosophy, vision, business plans or otherwise as may be deemed necessary by the Board.