This Code of Conduct shall be applicable to the following persons (hereinafter referred to as 'concerned persons').

Board of Directors, both Executive and Non-executive.
Personnel designated as General Manager and above and all serving in the roles of finance, tax, accounting, purchase, treasury, internal audit, financial analysis and investor relations.

Concerned persons are expected to read and understand this Code and comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company.

HONEST AND ETHICAL CONDUCT

It is expected that concerned persons will act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct. Honest conduct means the conduct that is free from fraud or deception. Ethical conduct means the conduct conforming to the accepted professional standards of conduct. Ethical conduct also includes ethical handling of actual or apparent conflicts of interest between personal and professional relationship.

CONFLICTS OF INTEREST

Duty of concerned persons to the Company demand that he or she avoids and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:

Employment/Outside employment : In consideration of employment with the Company, concerned persons are expected to devote their full attention to the business interests of the Company. Concerned persons are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Company?s policies prohibit concerned persons from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position. Additionally, concerned persons must disclose to the Company?s audit committee, any interest that they have that may conflict with the business of the Company.

Outside Directorships : It is conflict of interest to serve as a director of any company that competes with the Company. Concerned persons must first obtain approval from the Company’s audit committee before accepting a directorship.

Business Interests : If a concerned person is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on his/ her responsibilities to the Company. Company’s policy requires that concerned persons first obtain approval from the Company’s audit committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the concerned person’s ability to influence the Company’s decisions; his or her access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.

Related parties : As a general rule, concerned persons should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. The Company discourages the employment of relatives of concerned persons in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g. an auditing or control relationship, or a supervisor/subordinate relationship).

Payments or gifts from others : Under no circumstances may concerned persons accept any offer, payment, promise to pay, or authorization to pay any money, gift or anything of a value from customers, vendors, consultants etc that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Gifts given by the Company to suppliers or customers, or received from suppliers or customers, should be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company?s books and records.

Corporate opportunities : Concerned persons may not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company's board of directors and the board declines to pursue such opportunity.

DISCLOSURE TO THE SEBI AND THE PUBLIC

The Policy of the Company is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the company file with, or submit to, the SEBI and in other public communications of the Company. Accordingly, the concerned persons must ensure that they comply with the disclosures, controls and procedures and internal controls for financial reporting of the Company.

COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Concerned persons must comply with all applicable governmental laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers. Violations of applicable governmental laws, rules and regulations may subject concerned persons to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

VIOLATION OF THE CODE
It will be the ethical responsibility of a concerned person to help enforce this Code. Concerned persons should be alert to possible violations and should co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported violation of law or a suspected violation of law, this Code or other Company policies or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited. Actual violation of law, this Code or other Company policies or procedures should be promptly reported to the Board of Directors.

The Company will take appropriate action against any concerned person whose actions are found to violate the Code or any other Policy of the Company. Disciplinary actions may include immediate termination of employment at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

AMENDMENT / MODIFICATION OF THE CODE
The Company is committed to continuously review and update its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code will be approved in writing by the Company’s Board of Directors and thereafter, promptly circulated to all concerned.
ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS
Concerned persons will confirm having received, read and understood the standards and policies contained in this Code and agree to comply the same in its true sprit and in that regard, sign a copy thereof and send the same to the Board of Directors or the Company Secretary for record.

GENERAL

All questions concerning the meaning and application of this Code, any Company policies or the legal and regulatory requirements applicable to engagement of a concerned person shall be addressed to the Board of Directors or the Company Secretary and all such questions or reports and replies and/or clarifications thereto will be maintained in strict confidence.

For and on behalf of the Board of Directors
of IFGL Refractories Limited

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 was amended on 22nd 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 28th July, 2003 and subsequently 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; and
• 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.

Trading Window shall be closed during the following periods:

• 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 Regulations.

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.

1. The Company affirms the recognition that its competitiveness is interlinked with the well being of all sections of the Indian society.
   
   
2. The Company believes that equal opportunity in employment for all sections of society is a component of its growth and competitiveness. It further believes that inclusive growth is a component of growth and development of the country.
   
   
3. The Company affirms the recognition that diversity to reflect socially disadvantaged sections of the society in the workplace has a positive impact on business.
   
   
4. The Company will not practice nor support conscious discrimination in any form.
   
   
5. The Company does not bias employment away from applicants belonging to disadvantaged sections of society if such applicants possess competitive skills and job credentials as made public.
   
   
6. The Company?s selection of business partners is not based on any considerations other than normal business parameters. In case of equal business offers, the Company may prefer to select a business partner belonging to a socially disadvantaged section of society.
   
   
7. This written policy statement on Affirmative Action will remain in public domain and also be followed in the Company?s workplace for encouraging applications, upskilling and continual training of employees from socially disadvantaged sections of society.
   
   
8. The Company has / will have partnership programmes with educational institution(s) to support and aid students from socially disadvantaged sections of society.
   
   
9. Company Secretary of the Company will be accountable to the undersigned to oversee and promote its Affirmative Action policies and programmes. He will present a biannual report to the Board of the Company about such policies and programmes.
   
10. The Company may maintain records on Affirmative Action wherever necessary and make available its learning and experiences as a good corporate citizen in Affirmative Action to other companies desiring to incorporate such policies in their own business.