Code Of Conduct
For Independent Directors
The Code is a guide to professional conduct for independent directors. Adherence to thesestandards by independent directors and fulfillment of their responsibilities in aprofessional and faithful manner will promote confidence of the investment community,particularly minority shareholders, regulators and companies in the institution ofindependent directors

1.Guidelines Of Professional Conduct

An independent director shall
  • uphold ethical standards of integrity andprobity.
  • Act objectively and constructively while exercising hisduties.
  • Exercise his responsibilities in a bona fide manner in the interest of thecompany.
  • Devote sufficient time and attention to his professional obligations for informedand balanced decisionmaking.
  • Not allow any extraneous considerations that will vitiate his exercise of objectiveindependent judgment in the paramount interest of the company as a whole,while concurring in or dissenting from the collective judgment of the Board in itsdecision making.
  • Not abuse his position to the detriment of the company or its shareholders or forthe purpose of gaining direct or indirect personal advantage or advantage forany associatedperson.
  • Refrain from any action that would lead to loss of hisindependence.
  • Where circumstances arise which make an independent director lose hisindependence, the independent director must immediately inform the Boardaccordingly.
  • Assist the company in implementing the best corporate governance practices


The independent directors shall
  • Undertake appropriate induction and regularly update and refresh their skills,knowledge and familiarity with the company
  • Seek appropriate clarification or amplification of information and, where necessary,take and follow appropriate professional advice and opinion of outside experts at the expense of the company
  • Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member
  • Participate constructively and actively in the committees of the Board in which they are chairpersons or members
  • Strive to attend the general meetings of the company
  • Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved,insist that their concerns are recorded in the minutes of the Board meeting
  • Keep themselves well informed about the company and the external environment in which it operates
  • Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board
  • pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company
  • Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use
  • Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy
  • Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees
  • Not disclose confidential information, including commercial secrets, technologies,advertising and sales promotion plans, unpublished price sensitive information,unless such disclosure is expressly approved by the Board or required by law.
This code of conduct is subject to modification. The Board of Directors has requisitepowers and authority to update and amend the code of Conduct from time to time.