Code of Conduct

Indiacom's CODE OF CONDUCT
FOR
DIRECTORS AND SENIOR MANAGEMENT

Introduction: This Code of Conduct is for the Directors and senior management persons. The Board of directors has adopted this code to comply with the clause 49 of the listing agreement and to maintain high standards of business conduct. The Code promotes ethical conduct. This code does not attempt to be comprehensive to cover all possible issues but instead acts as a guide towards sharing the company's values and beliefs. All directors and officers are expected to read and understand this code and must conduct themselves in the true spirit of this code.

For the purposes of this code, the term 'senior management' shall mean

• all officers of the company who are in the grade 'General Manager' and above and the 'Company Secretary'

The directors and senior management of the Company shall in performing their functions are expected to follow the following guiding principles.

• To deal with and on behalf of the company honestly, diligently and in good faith and integrity and maintain true professionalism and high moral and ethical standards.
• To acquire appropriate knowledge of governmental rules, laws and regulations relating to their duties and position and in their business conduct, to comply with all applicable laws, regulations, statutory rules and guidelines both in letter and in spirit.
• To devote proper attention to the company and not to seek engage in a business, seek employment/ directorships else where which is in conflict with and prejudicial to the interests of the Company. In seeking directorship/partnership with a Competitor concern, prior approval of the Board is required. In case of any doubt on these matters, the Company Secretary can be contacted.
• Not to exploit the corporate opportunities that may be discovered through the use of the company's property, information, position, contacts, etc., unless the same is done with prior permission of the board of directors.
• To not to use any confidential information obtained in the course of official duty/association with the company, whether from the Company or otherwise, for personal gain, or use/ allow the use of such information for the financial benefit of any other person except by prior permission of the company or when required by law.
• To keep confidential all material non-public information about the Company, its business and affairs and to use any non-public information about the Company for making gains on trading in the stock market or to assist any family member or friend for the same. The Company secretary to be contacted n case of any queries on the buying or selling of the Company scrips.
• Not to use their position to seek or accept any personal gains or favours from business associates or those who seeking association with the Company or from other employees.
• Not to accept gifts, in cash or kind, remuneration, donations or comparable benefits if it is intended or perceived to influence business decision relationship with the Company. However, inexpensive or nominal customary gifts, or invites to events, business meals, etc do not fall violate the code.
• Not to share any information regarding the Company, with the media without the prior approval of the Managing Director.
• To understand that this code shall be strictly enforced and that any violations will be seriously dealt with and call for corrective or disciplinary actions.

This code of conduct can be modified with the approval of the Board of directors. All concerned agree to comply with such modifications. On any of the reservations or doubts on the code of conduct, the Company secretary be contacted.