• all the directors of the Company

• all the Senior Management employees of the company

• any other employee or officer of the company who has the opportunity to materially influence the integrity, strategy    and operation of the business and financial performance of the company.

• exhibit the high standards of honesty, integrity, ethical and law abiding behavior

• Observe those standard to protect and promote the interests of shareholders and other stakeholders

• Ensure that the Business practices of the Company create a high level of confidence amongst its stakeholders.

• Not discriminate on the grounds of a person’s race, religion, gender, martial status or disability.

All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

A "Conflict of interest" occurs when a person's private interests interface in any way or even appear to interface with the business interest of the company. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively an defectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s officer’s or director’s position in the Company.

While the code does not attempt and indeed it would not be possible to decide all conceivable conflicts of interest that could develop, the following are a few examples of situations, which any be constituted as causing conflict of interest:

• Working in any capacity for a competitor, customer, supplier or other third party while employed by the company.

• Competing with the Company for the purcahse or sale of any Property, products or services.

• Having an interest in a transaction of the Company, with its customer or supplier

Directors and senior Management shall fully disclose active private or other business interests promptly and any other matters which lead to potential or actual conflicts of interest with the company in accordance with such policy that the director may adopt from time to time. Their dealings with the Company must always be at arms length to avoid the possibility of actual or potential conflict of interest.

Conflict of interest may not always be clear cut. Any question therefore about a Director’s actual or potential conflict of interest with the Company should be brought promptly to the attention of the chairman of the Board, who will review the question and determine proper course of action.

Each director must not participate when the Board considers any matter in which the director has or may have a conflict of interest or duty and comply with the provisions of companies Act, 1956 and listing agreement in relation to disclosing material personal interests and restrictions on voting by Directors.

Personal Transactions

This code provides no bar on the directors for making their personal investment, social contacts and Business courtesies but they must kept separate their dealings as director or employee of the Company.

Director and senior managerial personnel must not

• use the name of the company to further any personal or other unrelated to the Company

• exploit for their personal gain the opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the company.

Directors and senior management will

• Ensure that confidential information relating to customers, employees and Company’s operations is not given either inadvertently or deliberately to third parties, except to the extent necessary for the Company’s business, without the consent of the company.

• not use company information obtained by them for personal gain financial or otherwise, nor will that information be used to obtained financial or other benefits for any other person or business.

• The company expects each director and senior Executive to use all reasonable endeavors to protect any Company asset and ensure its efficient use

• they must exercise due diligence for using company asset legitimately.

•  Each Director And senior management must immediately report any suspected fraud or theft of a company asst for investigation.

Each Employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, public and one another at all time and in accordance with ethical business practices, No one should take unfair advantage of anyone through manupulation, concealment, abuse of priviledge information, misrepresentation of material facts or any other unfair dealing. No payment in any form shall be made directly or indirectly to or for the purpose of obtaining or retaining business or obtaining any other favourable action. The company and the employees, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

• Comply with the letter and sprit of any applicable law, rule or regulation

• Comply with the protocols, policies and procedure of the Company, including its corporate code of conduct and code of conduct for insider trading and

• Encourage other officers and employees to do same.