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CODE OF CONDUCT
FOR DIRECTORS & DESIGNATED EMPLOYEES
(Reviewed, amended and adopted  on 21st March 2012)


Introduction

This Code of Conduct (hereinafter referred to as "the Code") has been framed and adopted by Taksheel Solutions Limited (hereinafter referred to as "the Company") in compliance with the provisions of Clause 49 of the Listing Agreements entered into by the Company with the Stock Exchanges.

Taksheel Solutions Limited is committed to conduct it’s business in accordance with applicable laws, rules and regulations and highest standards of business ethics and ethical conduct.

This Code of Conduct ("Code") reflects the business practice and principles of behavior that support this commitment. The Board of Directors ("the Board") is responsible for setting the standards as appropriate to reflect legal and regulatory developments. The Code is intended to provide guidance and help in recognizing and dealing with ethical issues and to help foster a culture of honesty & accountability.

All the members of the Board and designated employees shall be duty-bound to follow the provisions of this Code in letter and spirit. The Company Secretary shall be the Compliance Officer for the purpose of this Code. The Board Members and designated employees shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment and follow following standards:

1 Honesty & Integrity:
Directors and designated employees shall act on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. Directors and designated employees shall act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors shall act in the best interests of the Company and fulfill the fiduciary obligations.

2.Conflict of Interest
Directors shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company. All the Directors shall also disclose their interest in any of the transaction to be entered into by the Company with any parties, in accordance with the Companies Act, 1956.

3. Corporate opportunities
Directors and Designated employees shall not exploit for their own personal gain, opportunities that are discovered through the use of Company's property, information or position, unless the opportunity is disclosed fully in writing to the Chairman of the Board and the Chairman approves to pursue such opportunity.

4.Confidentiality

The Directors and designated employees shall maintain secrecy of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality except when disclosure is authorized or legally mandated.

5. Compliance with Laws, Rules and Regulations
 Directors and Designated employees shall meticulously comply with all applicable laws, rules and regulations, in all areas and geographies where the Company operates, both in letter and spirit.
Company cannot accept practices which are unlawful or may be damaging Company's reputation. In order to assist the Company in promoting lawful and ethical behaviour, Directors and Designated employees must report any possible violation of law, rules, regulation or the Code to the Compliance officer.

6.Prevention of Insider trading
No Director of the Company shall derive benefit or assist others to derive benefit by giving investment advice from access to and possession of information about the Company , not in public domain and therefore constituting insider information. All Directors and designated employees will comply with the prevention of insider trading guidelines and model code of conduct as applicable, issued and amended by SEBI from time to time.

7. Other Directorships or Concurrent Employment
Directors must report / disclose their Directorships in other companies to the Board on an annual basis. If there is any change in Directorships in other companies during the course of the year, Directors must promptly advise the same to the Board which will be noted by the Board at the next meeting.
Designated employees shall act as the Director / advisor or hold any other capacity in any other Company after making proper disclosure to the Company.

8. Protection and Proper use of Company's Assets
They shall ensure that they use the Company's assets, properties, information and intellectual rights for official purpose only unless approved by the Board or as per the terms of their appointment.

9. Gifts and donations
Directors and Designated employees shall not receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are likely to obtain business (or uncompetitive) favours or influence any business decision for the conduct of business. Nominal gifts of commemorative nature, for special events / occasions could, however, be accepted or offered.

10. Public Reporting
The Directors or Designated employees, if required, shall provide information necessary to ensure that the Company's published reports or Company's filings with Securities and Exchange Board of India, the Reserve Bank of India and/or the Stock Exchanges on which securities of the Company are listed be full, fair, accurate, timely and understandable.

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