Pursuant to the amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004) the CODE OF CONDUCT FOR BOARD OF DIRECTORS & OFFICER OR EMPLOYEE UNDER SENIOR MANAGEMENT (hereinafter called the CODE) is being issued. This Code shall be applicable to all the Directors and Senior Managers (i.e. Division Head/ G.M. & above) level of the Company.

All Directors, officer or employee must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders.

With a view to maintain the high standards that the company requires the CODE should be observed in all activities of the board. The Company appoints the Company Secretary as a Compliance Officer for the purposes of the Code, who will be available to directors, officer or employee to answer questions and to help them comply with the Code. Shree Precoated Steels Limited (SPSL) is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director, officer and employee is expected to comply with the letter and spirit of this Code.

The directors, officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

This code does not attempt to describe all potential problem areas that could develop, but some of the more common problems are described below: Directors, officers and employees shall not engage in any business, relationship or activity, which may be in conflict of interest of the COMPANY.

Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential -

1. When Director, officer or employee engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company or takes action or has interests that may make it difficult to perform his or her work objectively and effectively.
2. When Directors, officer or employee and their immediate families invest in a customer, supplier or competitor of the Company and compromise their responsibility to the Company.
3. When Directors, officer or employee conduct Company business with a relative or with a Firm / Company in which a relative / related party is associated in any significant role. If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act, Listing Agreement or otherwise.
4. The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company,
5. Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company,
6. The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings,
7. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company,
8. Any consulting or employment relationship with or provide 'freelance' services to any supplier, customer, business associate or competitor of the Company.

The directors, officers and employees should be scrupulous in avoiding 'conflicts of interest' with the Company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of directors or any Committee / Compliance officer nominated for this purpose by the Board and a prior written approval should be obtained.
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 within 21 days of such change. In consideration of Senior Managers employment with the Company, he/she is expected to devote his/her full attention to the business interests of the Company. He/she is prohibited from engaging in any activity (unless disclosed to the Board or Compliance Officer and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Additionally, Senior Managers must disclose to the Company any interest that he/she may have that may conflict with the business of the Company. If he/she have any questions on this requirement, he / she should contact the Compliance Officer or H. R. Department. The Directors, officers and employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but also at company sponsored business, social events. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct. Any Director, Officer or employee 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 and Senior Managers will comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers, and employees are expressly prohibited from:

1. Taking for themselves personally, opportunities that are discovered through the use of Company's property, information, or position,
2. Competing directly with the business of the Company or with any business that the Company is considering.
3. Using Company's property, information, or position for personal gain. If the Company has finally decided not to pursue an opportunity that relates to the Company's business activity, he/she may pursue such activity only after disclosing the same to the Board of directors or the nominated person/committee.

The directors, officers and employees shall maintain the confidentiality 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. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited. All directors, officers and employees should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes. The Directors, officers and employees shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without pre-clearance from the Company's compliance officer. Any director, officer or employee who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department of the Company before taking any action that may jeopardize the Company or that individual.
If any director, officer or employee who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Board of Directors or any designated person/committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the employee. The Company's Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics. Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorized by the Board of the Company. The Board of Directors or any designated person/committee has the authority to waive compliance with this Code of business conduct for any director, officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person/ committee. Honesty, integrity and sound judgment of the senior financial officers is fundamental for the success and reputation of SPSL. The professional and ethical conduct of the senior financial officers is essential to the proper functioning of the Company. The senior finance officers as well as directors of the Company shall be bound by the following code of ethics:

1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal, financial and professional relationships,
2. Make full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits or makes periodically, to the shareholders, government authorities, and to the public,
3. Comply with governmental laws, rules, notifications and regulations applicable to the Company's business,
4. Disclose to the Board or any committee/officer designated by the Board for this purpose, any material transaction or relationship that reasonably could be expected to give rise to any violations of the code including actual or apparent conflicts with the interests of the company,
5. Promote prompt reporting of violations of the Code of Ethics to the Board of Directors or any person/committee designated for this purpose, as may be necessary,
6. Respect the confidentiality of information acquired in the course of employment unless legally obliged to disclose and ensure that no such confidential information is used for personal advantage/benefit,
7. Maintain the skills necessary and relevant to the Company's needs,
8. Act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts,
9. Refrain from any inappropriate or undue influence of any kind in all dealings with independent auditors, and avoid any actual or apparent conflicts with analysts,
10. Achieve responsible use of and control over all assets and resources employed or entrusted to them,
11. Promote ethical and honest behavior within the Company and its subsidiaries,

All senior financial officers should adhere to both the code of business conduct and the code of ethics of the Company. Violation of the code of ethics will lead to appropriate disciplinary action including dismissal from the services of the Company

Any deviation/waiver from this code can only be effected on the sole and absolute discretionary authority of the Board or any person/committee designated by the Board for this purpose. Besides the adherence to the above Code, the Whole - time Directors and Senior Managers shall also be required to abide by their contractual obligations as per their respective Appointment Letters/ Contracts / Agreements with the Company.