The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, was amended on February 22, 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 the Directors, in relation to the securities of the Company. 'Securities' for the purpose of this Code shall include 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 March, 2007:

PROHIBITION TO BUY / SELL SECURITIES OF THE COMPANY BY EMPLOYEES, INCLUDING DIRECTORS
Employees of the Company, including Directors, when in possession of any unpublished price sensitive information, as defined in the Regulations, pertaining to the Company, shall not:

The Trading Window shall open 48 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 Company Secretary/ Compliance Officer in respect of purchase/sale of securities of the Company, where the quantity exceeds 5,000 shares in a month (either in one transaction or in a series of transactions). Such purchase/sale of securities by the Company Secretary/Compliance Officer shall require prior clearance from the Managing Director/Jt. Managing Director. Purchase/sale transactions, for which prior clearance has been obtained, shall be executed within seven days of such clearance.

Designated Employees shall hold the securities of the Company for a minimum period of 30 days from the date of purchase ('Minimum Holding Period1). In case of personal emergency, the prior approval of the Company Secretary/Compliance Officer shall be taken for relaxation in the Minimum Holding Period. In respect of the Company Secretary/Compliance Officer, such relaxation shall require prior approval of the Managing Director/ Jt. Managing Director.

DISCLOSURES
Designated Employees shall make the following disclosures of shares and other securities held in the Company by them and their family members, to the Company Secretary/Compliance Officer:

• Initial disclosure of number of shares and other securities held as on 31st March, 2007.This disclosure shall be made by 14th April, 2007.
• Annual disclosure of number of shares and other securities held as on 31st March, including details of purchase / sale of shares and other securities 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 5,000 Equity Shares: This disclosure shall be made within 4 working days of such change; and
• Disclosure shall also be made of the number of shares and other securities 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.

'Family members' for this purpose means parents, children, spouse and any other person(s) dependant on the Designated Employee.

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.

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 Company Secretary/Compliance Officer will be available for clarification/assistance that may be necessary.