2. Conflict Of Interest:

(a) The term "conflict of interest" pertains to situations in which personal financial or other consideration(s) may compromise, or have the appearance of compromising the professional judgment of Directors / Senior Management. A conflict of interest exists where the interests or benefits of Directors or Senior Management or of people or entities related to them conflicts with the interests or benefits of the Company.

b) Directors / Senior Management are prohibited from engaging in any activity that interferes with the performance or discharge of responsibilities towards the Company or is otherwise in conflict with the interest or prejudicial to the Company.

(c ) In addition to mandatory disclosures all Non-Executive and Independent Directors shall disclose their association with any other company which, in their judgment, may lead to conflict of interest with the Company.

(d) Directors / Senior Management are free to make personal investments  and enjoy social relations and normal business courtesies. They should however ensure that such interests do not directly or indirectly influence the performance of their responsibilities.

(e) Directors / Senior Management are advised to avoid conducting the Company’s business with a relative, or with a business concern in which a relative is associated in any significant role.

(f)  If there are any transactions with such related parties within the knowledge of Directors / Senior Management, they must report the same to the Chairman. If determined to be material to the company, the transactions shall be placed before the Audit Committee for review. Any dealings with a related party must be conducted on an arms length basis and on commercial terms and no preferential treatment shall be given.

(g) If a proposed transaction or situation raises any question or doubts, the Compliance Officer should be consulted.

(h) If any Whole time Director / Senior Management decides to consider a political post, the same shall be disclosed to the Board, which shall consider whether the acceptance of such a post is in any manner prejudicial to the interests of the Company and if Board finds it prejudicial to the interest of company, such Whole time Director/Senior Management will not hold such post