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 CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
 

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 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 27th January 2007.

 

1.

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Employees of the Company, including Directors, when in possession of any unpublished price sensitive information, as defined in the Regulations, pertaining to the Company, shall not:
 
   
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Buy / sell securities of the Company, either on their own behalf or on behalf of any other person.

 
   
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Communicate, counsel or procure any unpublished price sensitive information to / from any person.
 
2.
RESTRICTION TO BUY / SELL SECURITIES BY 'DESIGNATED EMPLOYEES'
 
 
a)
The Designated Employees shall cover the following:
 
   
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Directors, Executive and Non-Executive;
 
   
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Senior Vice Presidents and Vice Presidents;
 
   
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Employees in Finance and Secretarial functions located at the Registered Office and Corporate Headquarters at Sahibabad; and

 
   
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Such other employees as may be determined by the Committee of Directors (COD) from time to time.
 
 
b)
 

Designated Employees shall not buy / sell securities of the Company during Closure of The Trading Window', i.e., the period during which trading in the securities of the Company is prohibited.

 
 
c)
Trading Window shall be closed during the following periods:  
   
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From 15th March up to twenty-four hours after the announcement of the annual financial results (and dividend, if any) to the Stock Exchanges.
 
   
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From 15th June up to twenty-four hours after the announcement of the first quarter financial results to the Stock Exchanges.
 
   
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From 15th September up to twenty-four hours after the announcement of the second quarter and half-yearly financial results to the Stock Exchanges.

 
   
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From 15th December up to twenty-four hours after the announcement of the third quarter 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:
 
   
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Proposal in respect of issue of securities by way of public/ rights/ bonus etc.;  
   
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Proposal in respect of significant changes in policies, plans or operations of the company;  
   
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Proposal in respect of amalgamation, mergers, takeovers;

 
   
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Proposal in respect of disposal of whole or substantially the whole of the undertaking;  
 
d)
  The Trading Window shall open 48 hours after close of the Board meeting at which decisions in respect of the above events are taken.  
 
e)
 
Designated Employees shall require prior clearance from the Compliance Officer in respect of purchase / sale of securities of the Company, where the quantity exceeds 5000 shares in a month (either in one transaction or in a series of transactions). Such purchase / 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.
 
 
f)
 

Designated Employees 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 Employees 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:
 
   
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Initial disclosure of number of shares and other securities held as on 31 st October, 2002 . This disclosure shall be made by 30th November, 2002 .

 
   
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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.
 
   
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Changes in shareholding, when such change exceeds 5000 Equity Shares. This disclosure shall be made within 4 working days of such change.
 
   
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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.
 
   
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'Dependant family members' for this purpose means dependant parents, dependant children, dependant spouse and any other person(s) dependant on the Designated Employee.

 
 
4.
 

PENALTIES FOR CONTRAVENTION

 
   
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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  
   
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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.

 
   

By Order of the Board
sd\-
Compliance Officer
Place: New Delhi
Date: 27 th january 2007

 
     
 
  CODE OF ETHICS FOR BOARD OF DIRECTORS AND SR. EXECUTIVES (AVP'S AND ABOVE)
 
     
 
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