Code of Conduct for Board Members and Senior Management (Vide Clause 49 of the Listing Agreement)

1) Applicability
  
This 'Code of Conduct' shall be applicable to all Board Members and also to Senior Management Staff immediately one level below the Board Members.


2) Conduct of Business
  
The Board Members and the Senior Management team shall conduct the Company's business in an efficient and transparent manner and in meeting its obligations to shareholders and other stakeholders.

The Board Members and the Senior Management team shall not be involved in any activity that would have any adverse effect on the objectives of the company or against national interest. The corporate objectives to be pursued shall be to sustain the competitive edge of the company and not to indulge in any activity, which is detrimental to the society at large.


3) Quality Services
  
The Board Members and the Senior Management team shall be committed to rendering services of the highest quality standard as per the requirements of the clients to ensure their total satisfaction. The quality standards shall be in consonance with national/international standards.


4) Competition
  
The Board as well as the Senior Management team shall ensure that the Company's services are made available to the clients freely and shall not make false/misleading statements about the competitors' services or indulge in any unfair trade practices.


5 ) Wealth Creation
  
The Board Members and the Senior Management team shall constantly strive to enhance the net wealth to the shareholders and shall strictly comply with all regulations and laws that govern shareholders' rights.


6) Reporting to the Board
  
A Board Member shall make proper, adequate and timely disclosures to the Board as required under the various provisions of the Listing Agreement, Companies Act, 1956, Securities & Exchange Board of India (SEBI) Rules and Regulations, issued from time to time.

In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.


7) Conflict of Interest
  
The Board Members and the Senior Management team shall not engage in any activity or enter into any pecuniary relationship, which might result in conflict of interest, either directly or indirectly. The Board Members and the Senior Management team shall not derive any personal benefit by influencing any decision relating to any transaction or involve in any dealing with the company's promoters, its management or its subsidiaries, suppliers, shareholders and other stakeholders which, in the judgment of the Board, may affect the independence of judgment of the Director concerned.


8) Protecting Company's Assets
  
The Directors and the Senior Management team shall not indulge or encourage any activity, which would result in misuse of the Company's tangible and intangible assets.


9) Confidentiality
  
The Directors and the Senior Management team shall ensure and take all reasonable measures to protect the confidentiality of non-public information about the Company, its business, clientele and other materially significant information obtained or created in connection with any activities with the Company and to prevent the unauthorized disclosure of such information unless required by applicable laws or regulations or legal or regulatory process.


10) Outside Activities
  
All Board Members as well as the Senior Management team shall be free to pursue any kind of civil/political activities and can become Members or Office Bearers of any Trade Organization so long as it does not adversely affect or is detrimental to the business interests of the Company.


11) Variation of the Code and Waivers
  
The Code shall be reviewed from time to time for updation thereof. Any variation in the Code or any waivers from the provisions of the Code shall be approved by the Board Directors of the Company and shall be disclosed on the Company’s website.


12) Violation of the Code
  
The Board of Directors of the Company shall have the powers to take necessary action in case of any violation of the code.


13) Adoption and Commencement
  
This Code of Conduct was adopted by the Board of Directors by its Resolution dated January 14, 2006 and shall be deemed to have come into force with effect from 1st April, 2006.


15) Acknowledgement of Receipt of Code of Conduct
  
I have received and read the Code of Conduct of the Company and agree to comply with the same.


Signature

Name

Designation

Date