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.

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.

Every person to whom this Code applies will be bound by the following to the extent applicable

To ensure that proper legal compliance management system is in place for reviewing and reporting the status of compliances under various laws.

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.

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

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.

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Not to divert to his/her own advantage any business opportunity that the Company is pursuing.

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.

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.

H. Responsibilities towards Stakeholders

To ensure to have a proper system of safeguarding the interest of all stakeholders.

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.

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.

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. 

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.

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. 

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 31^st March, starting from 1^st 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