Directors are appointed by Shareholders to manage the affairs of the Company on their behalf and to act for their benefit and in the interests of the Company. Accordingly, Directors have a fiduciary relationship with the Company. Their fiduciary duties arising from such relationship are akin to those of a trustee and they are expected to display utmost good faith in their dealings on behalf of the Company or with the Company.

Based on the above principles the Directors of Ipca are expected to observe the following Code of Business Ethics and Conduct (Code)

All Directors shall conduct their activities, on behalf of the Company and on their personal behalf with honesty, integrity and fairness. All Directors will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will Act in the best interests of the Company and fulfill their fiduciary obligations.

The Company respects the right of any director to participate in outside financial business or other activities, provided those activities are legal and do not conflict with the director's duties. Accordingly, directors are to avoid any business or other relationship that may create a conflict with the best interests of the Company.

At least annually directors are required to disclose to the Company any activity or investment of the director or any member of the director's immediate family that raises a potential conflict of interest and falls into one of the following categories.

• Service as an employee, officer, director, agent or consultant of any entity.

• Participation as a sole proprietor, partner, joint venturer or holder of Five Percent (5%) or more of any class of stock in any entity.

• Investments in or business activity involving any competitor, joint venturer, strategic alliance partner or financing institution of any of the Company.

• Transactions valued at Fifty Thousand Rupees or more involving any person or entity that supplies goods or services to the Company and participation in any investment or business activity with any director, officer or Five Percent (5%) or greater stockholder of the Company.

In the event that a director enters into a new relationship of one of the types listed above in the interim between reports to the Company and where the director believes in good faith that such new relationship presents significant potential for a conflict of interest to arise, the director is required to notify the Company of the new relationship prior to the next meeting of the Board or of any committee of the Board on which the director serves.

Transactions between the Company and any entity in which a director, or a member of the director's immediate family has a substantial interest can create possible conflicts of interest. Accordingly, promptly after becoming aware of any significant transaction between any one of the Company and (i) the director, (ii) a member of the director's immediate family, or (iii) a corporation or other business entity in which the director or a member of the director's immediate family serves as a director, officer, owner, 2% or greater stockholder or partner, the director shall disclose such transaction to the Company. Thereafter, to the extent any aspect of the transaction comes before the Board, or a committee of the Board on which the director serves, the director shall abstain from consideration and voting on such matter.

Directors shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties, its business and its customers/vendors which they have become aware of in the course of their directorship either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them as Director. Directors shall not also make use of such information for any purpose other than for the benefit of the Company.

A Director shall not make any secret profit out of his position. If a Director receives information on a potential business opportunity in his capacity as a Director of the Company he shall not use that opportunity for his own purpose.

Directors shall not deal in the Company's securities on a short-term basis. They also have to accept that they are not at all times free to deal in the Company's securities and they are bound by the Company's 'Code of Conduct for Prevention of Insider Trading' which shall be deemed to be a part of this 'Code of Conduct'. Any director of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain and therefore constitutes insider information. All Directors will comply with insider trading guidelines as issued by SEBI.

Without taking prior consent of the Board Directors of the Company, Directors shall not accept any position of influence or of pecuniary interest including directorship in any other organization whose business is in direct competition with that of the Company.

The Company feels that serving on the Board of Directors of other Companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors must report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company.

A Director shall not act on behalf of the Company with any party or commit himself on behalf of the Company in regard to any arrangement or contract of a binding nature, unless specifically authorized by the Board in that behalf.

No director of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

Directors must protect the Company's assets, labour and information and shall not use these for personal use, unless approved by the Board.

Directors are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Company.

A Wholetime Director/Executive Director, who is an employee of the Company shall, in addition to the above, be bound by the terms and conditions of his employment with the Company. He has to wholeheartedly devote his time and attention to the affairs and business of the Company within his remit and has to ensure all legal compliances on behalf of the Company in the area of work for which he has been made responsible.

When a Director exercises his voting right as a shareholder at any general meeting of the Company he is free to vote in his own best interest like any other shareholder. However, when a Director votes as a Director in any Board Meeting or Committee Meeting he does so in his fiduciary capacity and is bound to vote not in his own personal interest but in what he considers to be the best interests of the Company.

Once every year or upon revision of this code, every Director must acknowledge and execute an undertaking to comply with this code. New Directors will sign such an undertaking at the time when their directorship begins.

• Preamble

'Senior Management Personnel' comprising employees at the level just below Wholetime Director/Executive Director and holding positions such as Presidents, Senior Vice Presidents, Vice Presidents, General Managers and Head of the Company's Works, as the case may be, form the core executive management team of the Company. Working under the superintendence, control and guidance of the Managing Directors and Executive Directors, they are responsible for implementation of all management decisions concerning the operations of the Company and for achieving its business objectives. While doing so, they have to uphold and protect the Company's reputation for integrity and fair dealing and to set examples within the Company.

• Code of Conduct

Based on the above principles the Senior Management Personnel of Ipca are expected to observe the following Code of Conduct

Senior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision-making process related to such vendor, customer or competitor. For this purpose 'family' will mean spouse, children, brothers, sisters and parents.

Senior Management Personnel shall adhere to the highest standard of integrity and ethics in discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them they are expected to conduct themselves in such a manner as to avoid any act which may bring embarrassment to the Company and to themselves.

Senior Management personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company's HR policy as in force from time to time. They shall provide the necessary support to the Wholetime Director/Executive Director in ensuring that all national and local laws, regulations and customs falling within their respective areas are complied with.

Senior Management personnel shall not deal in the Company's securities on a short-term basis. They have also to accept that they are not free to deal in the Company's securities at all times and they are bound by the Company's 'Code of Conduct for Prevention of Insider Trading' which shall be deemed to be a part of this 'Code of Conduct'.

Senior Management personnel shall not make any secret profit out of their position. If they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.

Senior Management personnel shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall also not make use of such information for any purpose other than for the benefit of the Company.

Without taking prior consent of the Company, Senior Management personnel shall not accept any position of influence or of pecuniary interest in any other organization whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.

Once every year or upon revision of this code, every senior management personnel of the Company must acknowledge and execute an undertaking to comply with this code. New senior management personnel will sign such an undertaking at the time when their employment begins.