Code of Conduct Code of Conduct for Principal Executives and Functional Heads as amended and approved by the Board of Directors at their meeting held on 14th February, 2011. Introduction : This Code of conduct (hereinafter referred to as the “Code”) for Principal Executives and Functional Heads (hereinafter referred to as the “Officers”) helps in maintaining the standards of moral and ethical values for D & H India Limited (hereinafter referred to as the “Company”) and ensures compliance with Clause 49 of the Listing Agreement with the Stock Exchange of Mumbai. The purpose of the Code is to deter wrongdoing and promote moral/ethical conduct. Application : The Code is applicable with effect from 30th December, 2005, to the following persons, referred to as Officers: 1. Non-executive/Independent Directors. 2. Principal Executives (Managing Director/ Executive Directors/Secretary) 3. Functional Heads : Finance, Personnel, Legal, Production Marketing, Sales. Copies of the Code will be distributed to all concerned Officers and acknowledgement will be obtained from them for receipt of the same. They will be expected to read, understand and comply the provisions of the Code. This Code is general in nature and contains the standards of behavior that a person is morally expected to follow as a part of an organization. The Company Secretary of the Company will be responsible for ensuring the Compliance of Code and punishment in case of non-compliance, who in turn will be responsible to the Managing Director. The Code : The Code contains the following standards of behavior for the Officers of the Company: 1. HONESTY The Officers are expected to maintain honesty and ethical conduct at Company’s premises/offsite locations/company sponsored business and social events, or at any other place whether or not Officers are representing the company. Honest conduct is to be construed as conduct that is free from fraud or deception. 2. CONFLICTS OF INTEREST The Company expects all Officers to avoid and disclose actual and potential conflicts of their individual interest with that of Company. The company expects its Officers to keep the interest of the Company above all other interests. Officers are prohibited from engaging in any activity that may clash with their performance or responsibilities to the Company or that may be, in any way, detrimental to the Company. Officers are barred from accepting simultaneous employment with suppliers, customers, competitors of the Company, or from taking part in any activity that has a potential conflict. 3. PAYMENTS OR GIFTS OF ANY NATURE FROM OTHERS Gifts, payments, promise to pay, or authorization to pay any money, or anything of value from customers, vendors, consultants, etc., that is directly or indirectly, intended to influence any business decision, any act or failure to act, any act of fraud, are totally prohibited. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, may not violate this policy. Gifts given by the company to customers, or received from suppliers or customers, should be appropriate to the circumstances and within propriety of conduct. 4. CONFIDENTIALITY The Officers will be expected to keep the secrecy of the records and information relating to the Company. They will not disclose the information relating to the Company’s plans and strategies, its major decisions, likely events, and other matters that may cause danger to the Company from competitors’ side or in any other way. 5. DISCLOSURE TO THE PUBLIC The Company’s policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that are filed with, or submitted to different agencies or for public communications. Officers must ensure that they comply with disclosure controls and procedures, and other internal controls related thereto. 6. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS The Company expects all Officers to comply with all applicable governmental laws, rules and regulations including SEBI (Prohibition of Insider trading) Regulations, 1992. Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advice from other professionals. Consequences of Violations : Officers should be alert towards the possible violations of this code and report the same to the Company Secretary. Officers must co-operate in any internal or external investigations in this respect. Whoever, under this code, ventures, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, or of this Code or other Company policies, or any issue related thereto is prohibited. The Company may take appropriate action against any Officer violating the Code or any other policy of the Company, depending upon the severity of the violation. Disciplinary actions may include immediate termination of employment at the Company’s sole discretion. Where the Company has suffered a loss, it may claim it from individuals responsible. Where any laws have been violated, the Company will not give support in any way to the violators and will co-operate with the appropriate authorities. Waivers & Amendments of the code : The Company will continuously review and update this code, any other policies or procedures. Any amendment or waiver of any provision of this Code must be approved in writing by the Managing Director of the company under information to the Company’s Board of Directors.