All the Directors shall conduct their activities on behalf of the Company and on their own behalf, with honesty, integrity and fairness. The Directors will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. The Directors will act in the best interests of the Company and fulfill the fiduciary obligations.

IV.       CONFLICT OF INTEREST

The Directors and Senior Managers of the Company should not enter into any transaction or engage in any practice, directly or indirectly, that would tend to influence him/her to act in any manner other than in the best interests of the Company. Every Director and Senior Manager should make a full disclosure to the Board of any transaction that they reasonably expect, could give rise to an actual conflict of interest with the Company and seek the Board’s authorization to pursue such transactions.

V.        COMPANY PROPERTY

Every Director and Senior Manager should endeavor to ensure that they use the Company’s assets, proprietary information and resources only for the legitimate business purposes of the Company and not for their personal gains.

VI.       CONFIDENTIAL INFORMATION

The Directors and Senior Managers should maintain confidentiality of information entrusted to them in carrying out their duties and responsibilities. The matters discussed at the Board/Committee Meetings must not be disclosed outside appropriate and reasonable circles. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Director. These obligations apply not only during a Director’s term, but thereafter as well unless the said information becomes public.

VII.     FAIR DEALING

The Directors and Senior Managers should endeavor to deal fairly and not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

VIII.    COMPLIANCE WITH LAWS AND REGULATIONS

The Directors and Senior Managers should comply with all the applicable laws, rules and regulations for the time being in force. In addition, if any Director becomes aware of any information that he believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Director, then such Director should bring such information to the attention of the Chairman of the Audit Committee.

IX.       INSIDER TRADING:

None of the Directors or the Senior Managers shall derive any benefit nor assist others to deriving benefit by giving investment advice from access to and possession of information about the Company, which is not in public domain and constitutes insider information. All Directors and Senior Managers will comply with insider trading guidelines as issued by SEBI.

X.        NON-COMPLIANCE:

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations shall be appropriately investigated. Any waiver of this Code must be approved by the Board of Directors and publicly disclosed if required by any applicable law or regulation.