Code Of Conduct

Code Of Conduct Under Clause 49 Of The Listing Agreement

Clause 49 of the Listing Agreement has been revised vide circular dated 29.10.2004.

The revised Clause 49 contains certain additional conditions. One such area is Code of Conduct for all board members and senior management of the Company. The Code of Conduct was also to be posted on the website of the Company. In the Board Meeting held on 27.01.2005, the Board discussed the matter and, after careful perusal of the relevant portion of Clause 49 of the Listing Agreement as revised, has laid down the following Code of Conduct for the members of the Board of Directors and senior management personnel :

1. Information to the Board:
As required by the Companies Act, 1956 and other Acts and Regulations, the Directors will furnish information and declaration in the form prescribed under the Acts and Regulations applicable to the members of the board of a listed public limited company. The senior management staff including Manager (Operations), Manager (Accounts), Company Secretary and all other connected persons in terms of different Regulations and Acts applicable to the company, should furnish required information from time to time to the Board of Directors.

2. Interest of the Company:
Members of the Board of Directors and the senior management team below Board level should discharge their responsibilities in the best interest of the Company and must not take part in any discussion and decision making process where their personal interest runs contrary to the interest of the Company.

3. Secret Profit:
Members of the Board of Directors and the senior management team must not make any profit in the process of their dealings in the matter of the Company without knowledge of the Board.

4. Pecuniary relationship:
Directors must not receive any remuneration other than fees and reimbursement of conveyance expenses for attending meetings.

5. Attending Board Meetings and General Meetings:
Directors should attend meetings of the Board of Directors & Committees thereof, and the general meetings regularly.

6. Compliances of the applicable Regulations and Acts:
The Board of Directors and the senior management staff should comply with all the applicable provisions of the Acts and Regulations that have been prescribed or that may be prescribed by the statutory authorities from time to time.

7. Number of Directorship and Membership of the Committees:
Directors will restrict their number of directorship to 15 companies as prescribed in Section 277 of the Companies Act, 1956 and membership of the committees to 10 as prescribed in Clause 49 of the Listing Agreement.

8. Review of Statutory Compliance:
Directors shall periodically review compliance reports of all laws applicable to the Company and steps taken by the Company to rectify instances of non-compliance, if any.

9. Transaction with the Company:
The Directors should furnish details of any business that may have been transacted by them with the Company to enable the management to make necessary legal compliance.

10. Acquisition and Sale of Shares:
They should furnish prior intimation to the Board in case of acquisition and sale of shares of the Company and must make necessary statutory compliance, if any, before such acquisition or sale.

11. Unethical behaviour:
The Board Members and Senior Management Personnel of the Company should be motivated to report any unethical behaviour of any employee, Officer or Director to the Chairman of the Board.

12. Modification:
The Board may from time to time review the applicable Acts and Regulations and, if need be, modify the code from time to time keeping parity with the requirement of laws.