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.