CODE OF CONDUCT

Introduction
This code of Business Ethics and conduct has been adopted by the Board of Directors of the Company in terms of the requirement of Clause 49 of the Listing Agreement. All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its stakeholders. This Code governs the conduct of the Board and its Senior Management both with the letter and spirit of this Code. Each such person should become familiar with its provisions.

The Board appoints the Company Secretary as a compliance Officer for the purpose of this Code, who will be available to the Directors and Senior Management to answer questions and offer explanation on this code and to help them comply with this code.

Ethical business conduct is critical for our business and its growth. As a Director/Employee, your responsibility is to respect and adhere to these practices and other Board policies and values. Many of these practices reflect legal or regulatory requirement. Violations of these laws and regulations can create significant liability for you, your Company, its Directors, Officers and other employees.

These principles described in this Code of Conduct are general in nature and, therefore, you should also review all applicable Company policies and procedures for more specific instructions, and contact the Secretarial Department for any clarifications.

The Board of Directors reserves the right to amend, alter or terminate this Code at any time and for any reason.

The Board of Directors and the Senior Management (hereinafter jointly and severally known as "Board/Senior Management") should conduct their activities in line with the following policies laid down by the Code and adhere and seek compliance thereto.

Code of conduct for board members and senior management team
The compliance of the code of conduct has been affirmed by the Directors and the members of the Senior Management in respect of the financial year 2005-06 and the declaration to that effect signed by the Managing Director forms part of Annexure-3 to the Directors' Report on Corporate Governance.

National Intrest
The Board/Senior Management shall be committed in all its actions to benefit the economic development of the countries in which it operates. It shall not engage in any activity that would adversely affect such an objective. It shall not undertake any project or activity to the detriment of the nation's interests, or those that will have any adverse impact on the social and cultural life patterns of its citizens. The Board/Senior Management shall conduct its business affairs in accordance with the economic, development and foreign policies, objectives and priorities of the national's government, and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level, as appropriate.

Financial reporting and records
The Board/Senior Management shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company or its subsidiaries conducts its business affairs.

All required information shall be accessible to Company's Auditors and other authorized parties and government agencies. There shall be no willful omissions of any transactions from the books and records and no hidden bank account and funds.

Competition
The Board/Senior Management shall fully strive for the establishment and support of a competitive, open market economy and shall co-operate in the efforts to promote the progressive and judicious liberalization of trade and investment by a country. Specially, the Board/Senior Management shall not engage in activities, which generate or support unfair trade practices.

The Board/Senior Management shall market its services on its own merits and shall not make unfair and misleading statements about competitors' services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.

Equal-opportunities employer
The Board/Senior Management shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of the Company shall be treated with dignity and in accordance with the values/policies of Sir Shadi Lal Enterprises Limited to maintain a work environment free of sexual harassment, whether physical, verbal or psychological.

Gifts and donations
The Board/Senior Management shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, the Board/Senior Management may offer nominal gifts, which are customarily given and are of a commemorative nature, for special events.

The Board/Senior Management shall not offer or give any Company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.

Political non-alignments
The Board/Senior Management shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. The Board/Senior Management shall not support, directly or indirectly, any specific political party or candidate for political office.

Health, safety and environment
The Board/Senior Management shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. The Board/Senior Management shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

Quality services
The Board/Senior Management shall be committed to render services of the highest quality standards, backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the company's services should meet the required international standards.

Co-operation with Associate/Group Companies
The Board/Senior Management shall co-operate with other Associate/Group Companies by sharing physical, human and management resources as long as this does not adversely affect its business interests and shareholder value.

Third-party representation
Parties which have business dealings with Sir Shadi Lal Enterprises Limited group but are not members of the Group, such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. shall not be authorized to represent the company, if their business conduct and ethics are known to be inconsistent with this code.

Ethical conduct
The Board/Senior Management shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.

Shareholders
The Board/Senior Management shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The Board of Directors of the Company shall duly and fairly inform its shareholders about all relevant aspects of the company's businesses, and disclose such information in accordance with the respective regulations and agreements.

Compliances
The Board/Senior Management shall, in its business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which it operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail.

Other Directorships
All Directors and Senior Management must report/disclose any directorships being held by them to the Board on an annual basis, and as and when there is a change therein.

Conflict of interest
The Board/Senior Management shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of company or the group. A conflict of interest, actual or potential, may arise when directly or indirectly. (a) the Board is in a position to derive a personal benefit or a benefit to any of his or her relatives by making or influencing decisions relating to any transaction. (b) an independent judgement of the company's or group's best interest can not be exercised.

Insider Trading
The Board/Senior Management and his or her dependant family members shall not derive any benefit from the access to and possession of information about the company or the group, which is not in the public domain and thus constitutes insider information. The Board/Senior Management shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the company on which such insider information has been obtained.

Such insider information might include the following:

(i)	periodical audited or unaudited financial results of the company;
(ii)	intended declaration of dividends (both interim and final)/rights/bonus etc. or withdrawal of such proposals intimated earlier;
(iii)	issue of Securities or buy-back of Securities.
(iv)	any major expansion plans or initiation /execution of new projects;
(v)	amalgamation, mergers or takeovers;
(vi)	disposal of the whole or a substantial part of the undertaking;
(vii)	any significant changes in policies, plans or operations of the Company;
(viii)	award of substantial/large fixture note by the customer or cancellation of such fixture note.
(ix)	natural calamities like earthquake, flood, fire, storm, cyclone etc., which materially affect the earnings of the company;
(x)	any litigation or dispute which is expected to have material impact on the present/future operations or profitability/financials of the company or conclusion of any such proceedings;
(xi)	considering the nature of business of the Company, any other information, which in the opinion of the Managing Director/compliance Officer, is likely to materially affect the price of Securities of the Company.

Protection of Assets
The assets of the company should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers etc.

Integrity of data furnished
The Board/Senior Management shall ensure, at all times, the integrity of data of information furnished by him or her to the Company.

Reporting concerns
The Board/Senior Management shall promptly report to the management any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his/her or any Unit of the Company. Those who violate, deviate from the requirements of this Code will attract to disciplinary action, including termination of employment. If you are in a situation, which you believe may violate or lead to a violation of this Code kindly inform the Chairman, Managing Director or the Secretary of the Company.

Periodic Review
Once every year or upon revision of this code, the Board/Senior Management must acknowledge and execute an understanding of the code and an agreement to comply. New Directors or new Senior Management personnel will sign such deed at the time of their appointment.

Acknowledgement
The Board/Senior Management shall sign the acknowledgement form at the end of this Code of Conduct and return the form to the Secretarial Department indicating that they have received, read, understood and agreed to comply with the Code of Conduct.