The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 was amended on 22^nd February, 2002 (hereinafter referred to as the 'Regulations') in terms of which the Company is required, inter alia, to frame a Code of Conduct for prevention of Insider Trading by employees of the Company, including Directors, in relation to the Equity Shares of the Company.

In line with the said Regulations, the following Code of Conduct (hereinafter referred to as the 'Code') has been adopted by the Board of Directors of the Company at its meeting held on 28^th July, 2003, which has recently been amended on 10th May, 2007.

1. PROHIBITION TO BUY / SELL EQUITY SHARES OF THE COMPANY BY EMPLOYEES, INCLUDING DIRECTORS
   
   

   Employees, including Directors, when in possession of any unpublished price sensitive information, as defined in the Regulations, pertaining to the Company, shall not: • Buy/sell Equity Shares of the Company, either on their own behalf or on behalf of any other person. • Communicate, counsel or procure any unpublished price sensitive information to/from any person.

   
   
   
   
   
   
   
   
2. RESTRICTION TO BUY / SELL EQUITY SHARES BY 'DESIGNATED EMPLOYEES'
   
   The Designated Employees shall cover the following:
   
   • Directors, Executive and Non-Executive;
   • Employees designated as General Manager and above;
   • Such other employees as may be determined by the Board from time to time.
   • Designated Employees shall not buy / sell Equity Shares of the Company during Closure of the
   
   'Trading Window', i.e. the period during which trading in the Equity Shares of the Company is prohibited.
   
   From 15th March up to twenty-four hours after the announcement of the annual financial results (and dividend, if any) to the Stock Exchanges.
   
   From 15th June up to twenty-four hours after the announcement of the first quarter financial results to the Stock Exchanges.
   
   From 15th September up to twenty-four hours after the announcement of the second quarter and half-yearly financial results to the Stock Exchanges.
   
   From 15th December up to twenty-four hours after the announcement of the third quarter financial results to the Stock Exchanges.
   
   From the date of circulation of the Agenda for the meeting of the Board of Directors, in which any material, price sensitive and unpublished event, including the following, are proposed. The closure of the Trading Window for these events will be advised by the Compliance Officer appointed by the Board of Directors for the purpose of this Code:
   
   • Proposal in respect of issue of Equity Shares by way of public/rights/bonus etc;
   • Proposal in respect of significant expansion plans or execution of new large projects.
   • Proposal in respect of amalgamation, mergers, takeovers;
   • Proposal in respect of disposal of whole or substantially the whole of the undertaking.
   
   The Trading Window shall open 36 hours after close of the Board Meeting at which decisions in respect of the above events are taken.
   
   • Designated Employees shall require prior clearance from the Compliance Officer in respect of purchase / sale of Equity Shares of the Company, where the market value exceeds Rs. 10,00,000/- in a year (either in one transaction or in a series of transactions). Such purchase / sale of Equity Shares by the Compliance Officer shall require prior clearance from the Managing Director and or Director and Chief Executive. Purchase / sale transactions, for which prior clearance has been obtained, shall be executed within seven days of such clearance.
   
   • Designated Employees shall hold the Equity Shares of the Company for a minimum period of 30 days from the date of purchase ('Minimum Holding Period'). In case of personal emergency, the prior approval of the Compliance Officer shall be taken for relaxation in the Minimum Holding Period. In respect of the Compliance Officer, such relaxation shall require prior approval of the Managing Director and or Director and Chief Executive.
   
   
3. DISCLOSURES
   
   Designated Employees shall make the following disclosures of Equity Shares held in the Company by them and their dependant family members, to the Compliance Officer:
   
   • Initial disclosure of number of Equity Shares held as on 29th July, 2003. This disclosure shall be made by 31st August, 2003.
   
   • Annual disclosure of number of Equity Shares held as on 31st March, including details of purchase / sale of Equity Shares during the financial year. This disclosure shall be made within 30 days from the close of each financial year.
   
   • Changes in shareholding, when such change exceeds Rs. 10,00,000/- in market value. This disclosure shall be made within 4 working days of such change.
   
   • Disclosure shall also be made of the number of Equity Shares held, upon becoming a Designated Employee, at any point of time. This disclosure shall be made within 4 working days of becoming a Designated Employee.
   
   'Dependant family members' for this purpose means dependant parents, dependant children under the age of 21 years, dependant spouse and any other person(s) dependant on the Designated Employee.
   
   
4. PENALTIES FOR CONTRAVENTION
   
   Violation of this Code will invite severe disciplinary action. Such disciplinary action will be irrespective of action that may be taken by SEBI under the Regulation
   
   
5. GENERAL

A copy of the Regulations is enclosed. Employees are advised to peruse the Regulations carefully and acquaint themselves with all the provisions contained therein. The Compliance Officer will be available for clarification / assistance that may be necessary.