Code of Conduct for Executive Directors & Senior Management Personnel

• TERM
  This Code of Conduct (the "Code") shall be effective from 27th December, 2005.
• APPLICABILITY
  This Code shall be applicable to the Managing Director/Executive Director (hereinafter referred to as "ED"), of The Indian Hume Pipe Company Limited (the "Company"), as well as Senior Management Personnel in the grade of General Manager and Functional Heads of the Company, being members of the "Senior Management" of the Company, and such other Managers of the Company (hereinafter referred to as "Members of Senior Management") as may be designated for the purpose of this Code by the Chairman & Managing Director of the Company from time to time.
• OBJECTIVE
  
  • To enhance the standards of ethical conduct, which are based on good Corporate Governance practices.
  • To evolve as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility.
  • To further achieve good corporate governance by complying with all laws, rules, and regulations applicable to the Company and fulfilling responsibilities towards stakeholders.
  • To serve as guiding principles for the Senior Management
• THE CODE
  Every person to whom this Code applies will be bound by the following to the extent applicable
  • Regulatory Compliances
    • To comply with all applicable laws, rules, regulations and regulatory orders
    • To acquire appropriate up to date knowledge of requirements of compliances under various applicable statues.
    • To ensure that proper legal compliance management system is in place for reviewing and reporting the status of compliances under various laws.
  • Honest and Ethical Conduct
    To act in utmost good faith and in accordance with highest standards of personal and professional integrity, honesty and ethical conduct in respect of all transactions relating to the Company's business.
  • Conflict of Interest
    To avoid scrupulously "conflicts of interest" with the Company. A conflict of interest exists where the interest or benefits of a Director or Member of Senior Management conflict with those of the Company
  • Corporate Opportunities
    • Not to exploit for their own personal gain, opportunities that are discovered through the use of the Company's property (including intellectual property), information or position.
    • Not to divert to his/her own advantage any business opportunity that the Company is pursuing.
  • Fair Dealing
    To deal fairly with the stakeholders and employees of the Company.
  • Protecting Company�s Confidential Information
    • To maintain the confidentiality of sensitive information of the Company or that of any customers, suppliers or business associates of the Company or that of any stakeholder to which the Company has a duty of confidentiality to maintain, except when disclosure is authorised or legally mandated. The confidential information includes all information not in the public domain (including private, proprietary and other) that might be of use to competitors or harmful to the Company or its associates, if disclosed.
    • Not to use confidential information for own advantage or profit.
  • Use and Protection of Company's Assets
    • To protect Company's assets and properties, including intellectual property and ensure its efficient use.
    • To ensure the use of Company's property for legitimate business purposes.
  • Responsibilities towards Stakeholders
    To ensure to have a proper system of safeguarding the interest of all stakeholders.
  • Disclosure of Interest
    To disclose necessary information to the Company, at regular intervals in respect of various declarations under the various acts, rules and regulations, including the Companies Act, 1956, and the details of related parties from time to time.
  • Compliance of "Insider Trading Code"
    To comply with the provisions of the Code of Conduct, for Prohibition of Insider Trading, as per the guidelines issued by SEBI and Prevention of Insider Trading Code as issued by the Company.
  • Favours & Gifts
    • Senior Management shall not seek or accept any favour from any business associate, customer and supplier which might put it and/or the Company under any potentially injurious obligation.
    • Senior Management and its immediate family members should not accept any gift, gratuity, fee or other benefits of any kind from suppliers, customers, competitors and related business parties if it is known, believed or suspected that its purpose is to influence the transaction and/or if the value of such an item is significant and/or might cause embarrassment to the Company.
    • Clarification : Gift of nominal value which are customary in nature may be accepted on special events/occasions.
  • To act as Trustee
    • At all times, to exercise powers for the purposes they were conferred, for the benefit and prosperity of the Company.
    • To discharge the fiduciary duty as a Trustee in a fair impartial manner.
  • Financial Reporting and Records
    To ensure that:
    • >Financial statements and accounts are prepared in accordance with accounting standards, laws and regulations and the same reflect true and fair view of the affairs of the Company.
    • Adequate accounting Systems & Procedures are introduced to reflect true and fair position of all business transactions.
  • Concurrent Employment
    The members of Senior Management shall not engage in any activity that interferes with their performance as responsibilities to the Company, or is otherwise in conflict with or prejudicial to the interest of the Company nor provide any freelance service to anyone without prior approval of the Chairman & Managing Director. In case of ED, such prior approval must be obtained from the Board of Directors of the Company.
• PERIODIC REVIEW
  The Code shall be reviewed as and when deemed fit by the Board and necessary amendments may be made thereto. Any such amendment shall be notified to all the members of the Senior Management.
• CERTIFICATION
  The Managing Director/Executive Directors and the Members of the Senior Management of the Company to whom this Code is made applicable, shall every year file with the Company Secretary a certificate addressed to the Chairman & Managing Director of the Company, within 10 days from the closure of the accounting year ending 31st March, starting from 1st April 2006 onwards, confirming his/her compliance with the provisions of this Code.

For and on behalf of the Board of Directors of
The Indian Hume Pipe Company Limited

(Rajas R. Doshi)
Chairman & Managing Director

Code of Conduct for Non Executive Directors

• TERM
  This Code of Conduct (the "Code") shall be effective from 27th December, 2005.
• APPLICABILITY
  This Code of Conduct (hereinafter referred to as the "Code") of Indian Hume Pipe Company Limited (the "Company") is applicable to all its Non-Executive Directors (hereinafter referred to as "NEDs"). It is intended to serve as guiding principles for the NEDs.
  
  The NEDs shall affirm compliance with this code on an annual basis as at the end of each each financial year.
• OBJECTIVE
  Within the bounds of fiduciary authority conferred upon them, NEDs are expected to make and enact informed decisions and policies in the best interests of the Company and its stakeholders, and in doing so, are encouraged to raise questions about particular circumstances that may involve one or more of the provisions of this Code, or any other issue of ethical risk, to the attention of the Company Compliance Officer.
• THE CODE
  In performing their Board and the Board Committee functions, the NEDs shall adhere to certain principles as enumerated below :
  • The NEDs shall endeavour to attend and actively participate in the meetings of the Board and of the Board Committee(s) of which they are members.
  • The NEDs shall not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and such cases the same shall be disclosed and recorded in the minutes of the meeting.
  >The NEDs shall endeavour that the Company abides by all the provisions of the relevant legislations as applicable to it from time to time.
  • The NEDs shall act in good faith, with due care, and with competence and diligence, to not misrepresent material facts or allow their independent judgement to be subordinated.
  • The NEDs shall submit the necessary disclosures of interest/statement of holdings/dealings in securities as required under the law.
  • Unless otherwise required by law, the NEDs shall maintain confidentiality and shall not divulge/disclose any information obtained in the discharge of their duties and that no such information shall be used by them for their personal gains.
  • The NEDs shall maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in the discharge of their duties in order to inspire stakeholders confidence. The NEDs shall perform their duties in an independent and objective manner and avoid activities that may impair, or may appear to impair their independence or objectivity.
  • The NEDs shall not associate with the Company's competitor in a manner prejudicial to the interest of the Company.
  • The NEDs shall protect the Company's interest and shall not utilise their position to the detriment of the Company's interest.
  • The NEDs shall not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the Company.
• COMPLIANCE OFFICER
  For the purpose of the Code, the Company has appointed the Company Secretary as the Compliance Officer, who shall be available to the NEDs to answer their queries and help them comply with the Code.
• REVIEW OF THE CODE
  The Code shall be reviewed as and when deemed fit by the Board and necessary amendments may be made thereto. Any such amendment shall be notified to all NEDs by the Compliance Officer.

(Rajas R. Doshi)
Chairman & Managing Director