Insider Trading Code

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Code of Conduct for Prevention of Insider Trading ::
(Internal Procedures and Conduct)
Dated : 15 January 2004

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Prohibition of Insider Trading) Regulations, 2002 (hereinafter referred to as "Regulations") dealing, inter alia, with buying and selling of securities of the Company by employees / directors. The Company had circulated INSIDER TRADING REGULATIONS dated 21-Sep-02. Based on experience gained, evolution of better practices in the matter and with a view to simplify the understanding and implementation of the Code, the Company has upgraded the Code wef 15-Jan-04. The upgraded Code is set forth below.

{1}	Prohibition To Buy / Sell Securities Of The Company By Employees Including Directors : Employees including Directors, when in possession of any unpublished price sensitive information pertaining to the Company, as defined in the Regulations, shall not:
(a)	Buy / sell securities of the Company, either on their own behalf or on behalf of any other person.
(b)	Communicate, counsel or disclose any unpublished price sensitive information to any person, except in a manner permitted by law.
{2}	Restriction To Buy / Sell Securities By "designated Employee"
(a)	"Designated Employee" means a person occupying any of the following position in the Company: Director; Executive Director (not being member of the Board), Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Marketing Officer or any such equivalent position; Vice President or any such equivalent position; General Manager or any such equivalent position; Assistant Manager and above in the Finance & Accounts Department and the Secretarial Department; Such other employee as may be determined and informed by the Compliance Officer from time to time. The provisions applicable to Designated Employee shall also be applicable to their dependant family members, which 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.
(b)	Designated Employee shall not buy / sell securities of the Company during closure of the "Trading Window". "Trading Window" is the period during which a Designated Employee may buy / sell the securities of the Company, subject to this Code and applicable SEBI rules / regulations / law.
(c)	Trading Window shall be closed during the following periods: From 1^st July / 1^st October / 1^st January / 1^st April of the financial year till twenty-four hours after the announcement of the financial results for the relevant period 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: Issue of securities; Buyback and splitting of securities; Dividends; Significant expansion plans or new projects; Acquisition, amalgamation, merger, takeover of companies / businesses; Disposal of whole or substantially the whole of the undertaking; Significant changes in plans or operations of the Company; The Trading Window shall re-open 24 hours after the notification of these information to the Stock Exchanges. The closure of the Trading Window for these events will be advised / informed to all concerned by the Compliance Officer for the purpose of this Code. In case of doubts on whether information is unpublished and price sensitive, Employees / Designated Employees may seek clarification from Compliance Officer.
(d)	Designated Employee shall require prior clearance from the Compliance Officer where the aggregate market value of purchase and sale of securities of the Company exceeds Rs. 5,00,000 in a calendar month (either in one transaction or in a series of transactions). Purchase and sale of securities by the Compliance Officer shall require prior clearance from the Managing Director. Purchase / sale transactions, for which prior clearance has been obtained, shall be executed within seven days of such clearance.
(e)	Designated Employee shall hold the securities 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.
{3}	Disclosures : Designated Employee shall make the following disclosures of shares and other securities held in the Company by them and their dependant family members, to the Compliance Officer:
(a)	Initial disclosure of number of securities held as on 20-Feb-2002 in attached format. Similar disclosure was requested under the earlier version of the Code and those of the Designated Employees who have not yet made the disclosure are advised to do the same. [ Form B attached ]
(b)	Changes in securities holding, when such change exceeds the lower of : Rs. 5,00,000/- in market value or 25,000 securities or 1% of the total Share Capital. This disclosure shall be made within 4 working days of such change. [ Form D ]
(c)	Annual disclosure of number of securities held as on last date of the financial year, including details of each transaction of purchase / sale of shares and other securities during the financial year in attached format. This disclosure shall be made within 30 days from the close of each financial year. [ Form D ]
(d)	Disclosure shall also be made of the number of 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. [ Form B ]
{4}	Penalties For Contravention : Violation of this Code will invite 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 available from the office of the Compliance Officer. Compliance Officer for the purpose of this Code shall be the Company Secretary. Employees are advised to acquaint themselves with their obligations under the Regulations. The Compliance Officer is available for clarification / assistance that may be necessary.