Mauria Udyog Limited

Code of Conduct for its Directors and Senior Managerial Personnel

INTRODUCTION

This code of conduct relating to Mauria Udyog Limited has been prepared in order to meet with the requirements of Clause 49 of the Listing Agreement, duly approved by the Board of Directors of the company effective 01.01.2006.

DEFINITIONS

Company” denotes Mauria Udyog Limited.Board” denotes Board of Directors of the Company.Board Member” denotes every director of the company as may be appointedfrom time to time.Senior Managerial Personnel” denotes personnel of the company who are members of its key management team and will comprise all members ofmanagement one level below the executive directors including all functionalheads.

APPLICABILITY

The code of conduct of the company would be applicable to each and every director and senior managerial personnel of the company. The code of conduct for Board members and senior managerial personnel of the company includes the following :

Honest and Ethical Conduct : Each Board member and senior managerialpersonnel is expected to act in accordance with the highest standards of personnel and professional integrity, honesty and ethical conduct which he or she is expected to reflect while working on the company’s premises or working for company’s business anywhere else including company’ssponsored business and social events and/or other place(s) where the Boardmember or senior managerial personnel is representing the company. Thehonest and ethical conduct is one which is free from fraud and deception.In addition to above, Board member should also ensure the following

Make reasonable efforts to attend Board and Committee meetings Dedicate time and attention to the business affairs of the company and decisions relating thereto.Seek to comply with all applicable laws, regulations, confidentiality and obligations in the best interest of the company.

BUSINESS OPPORTUNITY

While carrying out the duties and responsibilities, the Board member and/or senior managerial personnel of the company should avoid (a) appropriating corporate business opportunities for themselves which are and/or to be discovered through the use of company’s property or information or position as Board member or senior managerial personnel of the company, (b) using company’s property or information or position as Board member or senior managerial personnel for personal gain and (c) competing with the company.

CONFLICT OF INTEREST

Each Board member and/or senior managerial personnel is expected to avoid clash of his or her personal interest with the interest of the company or his or her ability to perform his or her duties and responsibilities for the well-being of the company.

CONFIDENTIAL INFORMATION

Board member or senior managerial personnel of the company should maintain the confidentiality of information entrusted to him or her in carrying out his or her duties and responsibilities except where any disclosure which is approved by the company or any other information which is in the public domain.

Needless to say that the confidentiality and proprietory information available with any of the Board member or senior managerial personnel of the company shall not be disclosed or used by him or her for his or her personal gain or advantage.

COMPLIANCE WITH LAWS AND REGULATIONS

While carrying out the duties and responsibilities, the Board member and/or senior managerial personnel of the company should endeavour to ensure that all the applicable rules and regulations are complied with so as to avoid any harm to the interest of the company. In addition, if any Board member or senior managerial personnel of the company becomes aware of any information that he or she believes and constitutes evidence of any material violation of any law, rules & regulations applicable to the company for the operation of its business, then such Board member or senior managerial personnel should immediately bring such information to the attention of the Managing Director of the company.

INSIDER TRADING

The company has adopted a code of conduct for prevention of Insider Trading which all the Board of Directors and senior managerial personnel of the company should observe Contd… pertaining to the purchase and sale of the company’s securities.

VIOLATION OF THE CODE

Suspected violation of this code may be reported to the Managing Director of the company or Chairman of the Audit Committee and all such reported violations should be appropriately investigated.

DISCLOSURE

This code of conduct applicable to Board members and senior managerial personnel of the company sets forth guidelines for conduct for the Board members and senior managerial personnel of the company who shall affirm compliance with the aforesaid code on annual basis and will annually sign a confirmation that they have read and complied with this code and a declaration to this effect shall be given in the Annual Report of the company to be signed by the Managing Director of the company.