In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:

“Board Members” shall mean the Directors on the Board of Directors of the Company.

 “Whole-time Directors” shall mean the Board Members who are in whole-time employment of the Company.

 “Part time Directors” shall mean the Board Members who are not in whole time employment of the Company.

 “Relative” shall mean ‘relative’ as defined in Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956. (Refer Appendix-I)

 “Senior Management Personnel” shall mean personnel of the Company who are members of its core management team excluding Board of Directors and would comprise of all members of management one level below including viz. Company Secretary, Manager, CEO, CFO and all Unit Heads, Presidents, Joint Presidents and all other executives having similar or equivalent rank in the Company

The Code applies to the following personnel:

1. Board Members (whether Whole time Directors or Part time Directors including Independent Directors)

2. Senior Management Personnel of the Company

The Board Members and Senior Management Personnel shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgement.

The Board Members and the Senior Management Personnel of the Company:

1.   Shall maintain and help the Company in maintaining highest degree of Corporate Governance practices.

2.   Shall act in utmost good faith and exercise due care, diligence and integrity in performing their office duties.

3.   Shall not involve in taking any decision on a subject matter in which a conflict of interest arises or which, in his opinion, is likely to arise.

4.   Shall not utilize bribery or corruption in conducting the Company’s business. No Director or employee will offer or provide either directly or       indirectly any undue pecuniary or other advantages for the purpose of obtaining, retaining, directing or securing any improper business       advantage.

5.   Shall not indulge themselves in Insider Trading and shall comply with the Insider Trading Code and Insider Trading Regulations as laid down       by SEBI and the Company.

6.   Shall ensure that they shall protect the Company’s assets and properties including physical assets, information and intellectual rights and       not use the same for their personal gain.

7.   Shall not seek or accept any compensation (in any form), directly or indirectly, for services performed for the Company from any source       other than the Company.

8.   Shall not, without the prior approval of the Board or Senior Management, as the case may be, accept employment or a position of       responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not       allow personal interest to conflict with the interest of the Company.

9.   Shall not receive any gift, payments or favour in whatsoever form from Company's business associates, which can be perceived as       being given to gain favour or dealing with the Company and shall ensure that the Company's interests are never compromised.

10. Shall maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it       for personal gain or advantage. No Board Members and Senior Management Personnel shall provide any information either formally or       informally, to the press or any other publicity media, unless specifically authorized. However that Board Members and Senior Management       Personnel shall be free to disclose such information as is part of the public domain at the time of disclosure/ authorized or required to be       disclosed pursuant to a decision of the Board/ required to be disclosed in accordance with applicable laws, rules, regulations or       guidelines or to any authority.

11. Shall avoid any dealings with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and       competitive basis or influence decision to be made by the Company.

12. Shall avoid conducting business with (a) a relative (b) a Private Limited Company in which he or his relative is a Member or a Director (c) a       Public Limited Company in which he or his relative holds 2% or more shares or voting right and (d) with a firm in which the relative is a       partner, except with the prior approval of the Board, and shall make proper disclosure of related party transactions to the Board of       Directors, the Chairman and Managing Director or the Competent Authority under the provisions of Accounting Standard 18 issued by the       Institute of Chartered Accountants of India.

In case of breach of this Code, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary. Any waiver of this Code may be made only by the Board of Directors and must be promptly disclosed to the Company’s shareholders.

Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto shall be posted on the website of the Company.

In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year. Compliance Report shall be forwarded to the Company Secretary, in such form and manner as may be prescribed from time to time.