Introduction: This Code of Conduct is framed keeping in view the requirements of SEBI (Prevention of Insider Trading) Regulations, 1992.

Persons covered by this Code of Conduct.

The following shall be the “Covered Persons”:

Members of the Board of Directors (i.e. Directors)

Employees of the level of General Manager and above (i.e. Officers)

Other employees who are likely to have prior access to “Price Sensitive
Information” or occurrence of “Price Sensitive Events”. They would be called the “Designated Other Employees”. They would be identified initially as on the “Effective date” of this code (see para 9.0 hereof) and thereafter their list would be revised from time to time whenever there is any personnel change or role change.

Persons related to those defined in the preceding paragraphs 1.2.1, 1.2.2 and 1.2.3           would be called the “Related Persons”. Such Related Persons shall consist of :

a) Spouse
b) Parents
c) Children d) Brothers & Sisters
e) Grandchildren
g) Children of Brothers  & Sisters
h) Spouses of the persons listed in c) to g) above

Note: The relationships mentioned in a) to g) above are defined with reference to the “Covered Persons” mentioned in paragraphs 1.2.1, 1.2.2 and 1.2.3.

Compliance Officer:

The Company Secretary in the Company shall ordinarily be the Compliance Officer under this Code. In view of a temporary absence of such an inhouse Company Secretary, the Company has appointed Mr. S K Shah, Chartered Accountant, as the Compliance Officer, for the present.

The Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of “Price Sensitive Information”, pre-clearing of Covered Persons’ and their Related Persons’ trades, monitoring of trades and implementation of this Code of Conduct, under the overall supervision and guidance of the Board.

The Compliance Officer shall maintain and update the list of the Designated Other Employees and also of all the Related Persons.

The Compliance Officer shall assist all the employees in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, and this Code of Conduct.

Preservation of “Price Sensitive Information”

All Covered Persons shall maintain confidentiality of all Price Sensitive Information. They shall not pass on such information to any person, directly or indirectly.

Need to know

Price Sensitive Information is to be handled on a “need to know” basis; i.e. Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty.

Limited access to confidential information:

Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.

Prevention of misuse of “Price Sensitive Information”

All Covered Persons of the company shall be subject to trading restrictions as enumerated below.

Trading window:

Trading Window is a period during which transactions in the securities of the Company by the “Covered Persons” IS PERMITTED.

Price Sensitive Events:

The following types of events are deemed to be Price Sensitive and to be relating to Price Sensitive Information, in relation to the market price of the securities of the Company:

(a) Declaration of financial results (quarterly, half-yearly and annually).
(b) Declaration of dividends (interim and final)
(c) Issue of securities by way of public/rights/bonus etc.
(d) Any major expansion plans or execution of new projects.
(e) Amalgamation, mergers, takeovers and buy-back.
(f) Disposal of whole or substantially whole of the undertaking.
(g) Any material changes in policies, plans or operations of the company.

Event Date: An “Event Date” is the date on which any of the Price Sensitive Events defined in the preceding paragraph occurs.

Closure of Trading Window: No “Covered Person” is permitted to do any transactions in the securities of the Company during the following period :

(a) Seven working days (of the Stock Exchange) preceding the Event Date.
(b) Two working days (of the Stock Exchange) succeeding the Event Date.

The Compliance Officer is to notify, via email or paper, all Covered Persons mentioned in paras 1.2.1, 1.2.2 & 1.2.3 herein above (who shall be called the   “Internal Covered Persons”), immediately after the likelihood of a Price Sensitive     Event becomes known, about the period during which the Trading Window remains   closed. It is the responsibility of the persons notified thus, to in turn ensure that the notified information reaches their respective Related Persons.

All Directors/Officers/Designated Other Employees of the company shall conduct all their dealings in the securities of the Company only in a valid Trading Window and shall not deal in any transaction involving the purchase or sale of the company’s securities during the periods when Trading Window is closed, as referred to in para 4.2.4, or during any other period as may be specified by the Company from time to time.

In case of ESOPs, exercise of option may be allowed in the period when the Trading Window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when Trading Window is closed.

Pre-Clearance of trades

An application is to be made in the form prescribed by the Company to the Compliance Officer indicating the estimated number of securities that the Covered Person intends to deal in, the details of his/her Depository Account in which the securities are held, details of the Company’s securities held in such depository mode and such other details as may be required by any rule made by the Company in this behalf.

An undertaking shall be executed in favour of the Company by such Covered Person, incorporating, inter alia, the following clauses, as may be applicable:

(a) That the Covered Person does not have any access to, and has not received, “Price Sensitive Information” upto the time of signing the undertaking.

(b) That in case the said person has access to or receives “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and declare that he/she would completely refrain from dealing in the securities of the Company till two working days (of Stock Exchange) after such information becomes public.

(c) That he/she has not contravened this Code of Conduct, as may be amended by the Company from time to time.

(d) That he/she has made a full and true disclosure in the matter.

Other restrictions

All Covered Persons shall execute their order in respect of securities of the Company within 10 working days (of the concerned Stock Exchange) after the Pre-Clearance is given. If the order is not executed within the said period, that Covered Person must pre-clear the transaction once again.

All Covered Persons who buy or sell any number of securities of the Company shall not enter into an opposite transaction; i.e. sell or buy any number of securities during the next six months following the prior transaction. All Covered Persons shall also not take positions in derivative transactions in the securities of the company at any time. In case of subscription in the primary market (Initial Public Offers), the Covered Persons shall hold their investments for a minimum period of 45 days from the date of listing and commencement of trading in such securities.

Reporting requirements for transactions in securities:

All Covered Persons in the Company are required to forward the following details of their securities transactions, including the statement of Related Persons, to the Compliance Officer:

(a) All securities of the Company held by them on the date of commencement of this Code (i.e. Effective Date, as specified in para 9.0 hereunder)

(b) Periodic statement of any transactions in the securities of the Company thereafter, and

(c) Annual statement of all holdings in securities of the Company.

The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the Covered Persons for a minimum period of three years.

The Compliance Officer shall place before the Managing Director/Chief Executive Officer, or a committee specified by the Board of Directors, on a quarterly basis, all the details of the dealing in the securities by all the Covered Persons and the documents which evidence that such persons had executed dealings under the pre-clearance procedure as specified in this Code.

Penalty for contravention of Code of conduct

Any Covered Person who trades in securities or communicates any information of the Company for trading in securities in contravention of this Code of Conduct may be penalized and appropriate action may be taken by the Company.

Such an action by the Company shall not preclude SEBI from taking any other action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading)
Regulations, 1992:

In case it is observed by the Company/Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI shall be promptly informed by the Company.