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1.1 This code of Conduct (³this Co de´) shall be called "The Code of
Conduct for Board Me mbers and Sen ior Manage ment Personnel´ of
DDPL (hereinafter referred to as ³the Co mpany´).

1.2 The sub ject code has been fra med specifically i n co mpliance with the
provisions of Clause 49 of the listing agreement wi th stock
exchanges.

1.3 The purpose of this code is to enhance further an ethical and

transparent process in managing the affairs of the Company and to
deter wrongdoing and pro mote ethical conduct. Further, these are
essential so that we can conduct our business in accordance with our
stated values.

1.4 This Code helps ensure co mpliance with legal requirements and our
standards of business conduct. W e are co mmitted to continuously
reviewing and updating our policies and procedures. Therefore, this
Code is subject to modification. This Code of Conduct supersedes all
other such Code, policies, procedures, instructions, practices, rules
or written or verbal representation to the e xtent they are inconsistent.
The Co mpany may update the Code fr o m ti me to ti me.

1.5 It shall come into force with effect fro m 1 s t day of January, 2011.


     

 

2.1 The term "Board Me mbers" shall mean Directors on the Board of
Directors of the Co mpany.

2.2 The ter m ³W hole-Time Director´ sh all be the Directors on the Board of
Directors of the Co mpany who are in whole-Time e mpl oyment of the
Co mpany.

2.3 The ter m ³Ordinary Director´ shall mean Directors on the Board of
Directors of the Company who are no t in whole-time e mployment of
the Co mpany.
2.4 The term ³Relative´ shall have the sa me meaning as defined in
Section 6 of the Co mpanies Act, 1956. (Refer Appendix-I)

2.5 In this code words importing the masculine shall include feminine and
words i mporting singular shall include the plural or vice versa.

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3.1 This code shall be applicable to the following persons:

a) All W hole-Time Directors including the Chairman of the Co mpany.

b) All Ordinary Directors and Managers of DDPL (hereinafter referred to

³Senior Manage ment Personnel´).

3.2 The W hole-Time Directors and Se nior Manage ment Personnel should
continue to comply with other applicable/ to be applicable policies,
rules and procedures of the Company.

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The Board Me mbers and Senior Ma nage ment Personnel mu st act

within the authority conferred upon the m and in the best interests of
the co mpany and observe the following code of conduct:

4.1 To act in accordance with the highest standard of honesty, integrity,

fairness and ethical conduct while working for the Company as well
representing the Company without allowing their independent judg ment to
be subordinated and fulfill the fiduciary obligations. W e expect all Board
Me mbers and Senior

Manage ment Personnel to act in accordance with the highest standards of

personal and professional integrity, honesty and ethical conduct, while
working on the Co mpany¶s pre mises, a t offsite locations where the
Co mpany¶s business is being conducted, at Co mpany spon sored business
and social events, or at any other place where they are representing the
Co mpany. W e consider honest conduct to be conduct that is free fro m
fraud or deception. W e consider ethical conduct to be conduct confor ming
to the accepted professionals standards of conduct. Ethical conduct
includes the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships.
4.2 Not to involve the mselves in makin g any decision on a sub ject
matter in which a conflict of interest arises or could arise, between
the personal interest and the interest of the Co mpany. In the event
of apprehending of such conflict of interest, the relevant facts shall
be disclosed in writing explaining the circu mstances that create or
could create the conflicts of interest to: (a) Board of Directors in
case of Directors (whole-time & ordinary-time) and (b) Chairman in
case of Senior Manage ment Personn el for further directions in the
matter.

4.3 To avoid conducting business with a relative or with private

Co mpany in which the relative is a me mber or a publ ic limited
co mpany in which a relative holds 2% or more shares or voting right
or with a firm in which a relative is a partner.

4.4 To avoid having any personal financial interest in works or contract

awarded by the Co mpany.

4.5 To avoid any relationship with a dealer or supplier that could

co mpro mise the ability to transact business on a professional,
impartial and competitive basis or influence decisi on to be made by
the Co mpany.

4.6 Not to hold any positions or jobs or en gage in outside businesses or

other interests that adversely affect the perfor mance of duties
assigned by the Company. W hole-Time Directors and Senior
Manage ment Personnel are expected t o devote their full attention to
the business interest of the Company.

4.7 Not to e xploit for their own personal gain, opportunities that are
discovered through company¶s business, information or position,
unless the opportunity is disclosed fully in writing to the Co mpany ¶s
Board of Directors and Chairman as th e case may be.

4.8 Not to seek or accept or offer directly or indirectly any gifts,

donations, remuneration, hospitability, illegal payments, favour in
whatsoe ver for m ho wsoever described by the custo mers, vendors ,
consultants, etc., that is perceived as intended, directly or indirectly,
to influence any business decision, any act or fail ure to act, any
co mmit ment of fraud, opportunity for co mmitting any fraud.

4.9 To comply with all applicable laws, rules and regulations and any
violation thereon ma y make the m pe rsonally liable. Directors and
Senior Manage ment Personnel may be subjected to disciplinary
action by the Co mpany for violation of provisions of law.
4.10 Not to serve as a Director of any other Co mpany or as a partner of a
firm that co mpetes with the Co mpan y. W hole Time Directors and
Senior Manage ment Personnel shall obtain approval of the
Chairman prior to accepting Directorship of any other Co mpany or
partnership of a firm.

4.11Not to derive benefits or assist others to derive benefits by giving

investment ad vice fro m the access to a nd possession of information about
the Co mpany, not in public domain and therefore constitute insider
information. The Board Me mbers and Senior Manage ment Personnel shall
make ti mely disclosures of (i) trading in the shares of the Co mpany, (ii)
transactions having personal interest and (iii) rel ated party transactions
that are required to be made under laws, rules & regulations and Code for
prevention of Insider Trading in t @
  


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4.12 Any infor mation concerning the Co mp any¶s business, its custo mers,
suppliers, etc., which is not in the public domain and to which the
Board Me mbers and Senior Manage ment Personnel has access or
possesses such infor mation, should be considered confidential and
held in confidence, unless authorized to do so and when disclosure
is required as a matter of la w.

4.13 Not to provide any infor mation either for mally or informally, to the
press or any other publicity media, unless specifically authorized.

4.14 To protect the Company¶s assets and company¶s information and shall not use
these for personal use, unless authorized to do so. Protecting the Company¶s
assets is a key responsibility of every employee, agent and contractor. Care
should be taken to ensure that assets are not misappropriated, loaned to others,
or sold or donated, without appropriate authorization. Board Members and
Senior Management Personnel are responsible for the proper use of Company
assets, and must safeguard such assets against loss, damage, misuse or theft.
Company equipment and assets are to be used for Company business purposes
only. Unless specifically authorized, Board Members and Senior Management
Personnel may not use Company assets for personal use, nor may they allow
any other person to use Company assets for personal use.
4.15 To maintain and manage appropriate records and information pertaining to affairs
of the Company under their purview, including records and information in
electronic form like e-mails, computer files etc. The Company is required by local,
state, federal, foreign and other applicable laws, rules and regulations to retain
certain records and to follow specific guidelines in managing its records.
4.16 To use telephone, computers and peripherals and internet responsibly and
primarily for legitimate business purposes and personal uses should be
reasonable and kept to a minimum.
4.17 Not to engage in communications that might be considered offensive, derogatory,
defamatory, harassing, obscene or otherwise vulgar. Not to use Company
communications systems to improperly disseminate copyrighted or licensed
materials, or proprietary information. Not to use Company communications
systems to transmit chain letters, advertisements or solicitations (unless
authorized).
4.18 Always protect information used to access computers, networks or systems.
4.19 Unless disclosed in advance, avoid conducting Company business with a
relative, or with a business in which a relative is associated in any significant role.
Relatives means person as mentioned in Appendix±1. The Company
discourages the employment of relatives of Board Member and Senior
Manage ment Personnel in positions or assignment s wi thin the sa me
depart ment. Further, the Co mpany prohibits the e mployment of
such individuals in positions that have a financial dependence or
influence (e.g., an auditing or control relationshi p, or a supervisor /
subordinate relationship).
4.20 Other situations. Because other conflicts of interest may arise, it would be
impractical to attempt to list all possible situations. If a proposed transaction or
situation raises any questions or doubts, Board Member and Senior Management
Personnel must consult the Company¶s audit committee.
4.21 To record all the transaction fully and accurately in the Company¶s
books and records in co mpliance with all applicable laws. All
required information shall be accessible to the company¶s auditors
and other authorized persons and go vern ment agencies. False or
misleading entries, unrecorded funds or assets, or payments without
appropriate supporting documentatio n and approval are strictly
prohibited and violate Company policy and the law. There shall be
no willful omissions of any co mpany tr ansactions from the books and
records, no advance income recog nition and no hidden bank
accounts and funds. Any willful material misrepresentation of and/or
misinfor mation of the financial accounts and reports shall be
regarded as a violation of the Code a part fro m invi ting appropriate
civil or criminal action under the relevant laws.

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5.1 Co mpany Secretary shall be the Co mp liance Officer for the purpose
of this code.
5.2 Each Board Me mber and Senior Manage ment Personnel is required
to give his interest in other companies/firm me mbers of Co mmittees
 along with list of relatives to the Co mpliance Officer and shall also
intimate any change(s) i mmediately wit hin 15 days of the change.
5.3 Each Board Me mber and Senior Ma nage ment Personnel shall be
accountable for fully complying with this code.
5.4 Co mpliance Officer shall report breach of this code, if any, which
co mes to his notice to the: (a) Board in case of all Board Member s
and (b) Chairman in case of Senior Ma nage ment Personnel.
5.5 All Board Members and Senior Management Personnel shall be subject to any
internal or external investigation if seems to found doing violations of this code.
5.6 The Company shall ensure confidentiality and protection to any person who has,
in good faith, reported a violation or a suspected violation of law, of this code or
other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation.

Legal Compliance: The Company¶s policy on legal compliance requires every employee
to adhere to the legal and regulatory requirements, in all material respects, that affect
his or her job. The Directors and Senior Management persons must adhere to this
policy on legal compliance and associated reporting. It is essential that information
provided to the regulators is accurate and not misleading.Board Me mbers and
Senior Manage ment Personnel must co mply with all applicable
govern mental laws, rules and regulations. They must acquire appropriate
knowledge of the legal requirements re lating to their duties sufficient to
enable them to recognize potential dangers, and to know when to seek
advice from the con cerned depart ment . Violations of applicable
govern mental laws, rules and regulations may sub ject Board Me mbers and
Senior Manage ment Personnel¶s to individual criminal or civil liability, as
well as to disciplinary

5.7 Action by the Co mpany. Such individual violations may also sub ject
the Co mpany to civil or criminal liability or the l oss of business.
5.8 Safety: Company assigns highest priority to the safety of its employees. No job is
important enough to justify unsafe operations. Senior Managerial persons are
responsible for monitoring the use of all reasonable safeguards in the workplace
including Company procedures, safe work practices, and personal protective
equipment. However, ultimately all employees are responsible for their own
safety. Every employee must, for his or her own and fellow workers' health and
welfare, abide by the Company procedures and safe work practices, and use all
appropriate personal protective equipment.
5.9 Confidential and Proprietary Information: Company information, including self
generated computer software applications, may be confidential or proprietary.
Senior Managerial persons have to be careful about disclosure of such
information to people outside the Company or to employees who need not know
 or possess the same. When there is legitimate businesses need to share
confidential or proprietary information with outsiders, it may be disclosed after
prior approval in writing of appropriate authority and under an appropriate
confidentiality agreement protecting such information. Confidential and
proprietary information must not be treated casually or left unprotected.
5.10 Penalty for breach of this code by Senior Management Personnel
shall be determined by the Chairman. In case of breach of this code
by the W hole-Time Directors and/or Ordinary Directors, the same
shall be exa mined by the Board. The Co mpany will take appropriate
action on any of the above whose acti ons found to violate the Code
or any other policy of the Co mpany.
5.11 Penalty may include serious disciplinary action, immediate
ter mination of e mployment a s well as other re medies, including
reco mmendations for any of the above penalty, to the extent
per mitted by law and as considered appropriate under the
circumstan ces and at the Co mpany¶s sole discretion. W here the
Co mpany ha s suffered a loss, it may p ursue its re medies against the
individuals or entities responsible. Where laws have been violated,
the Co mpany will cooperate fully with the appropriate authorities.

Ë
  

Our policy is to provide full, fair, accurate, ti mely, and understandable

disclosure in reports and docu ments that we file wi th, or sub mit to,
various Govt. & other authorities and in our other public
co mmunications. Accordingly, Board Me mbers and Senior
Manage ment Personnel must ensure that they and others in the
Co mpany co mply with our disclosure controls and procedures, and
our internal controls for reporting.






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7.1 No waiver of any of the provisions of this code shall be valid unless,
the Board of Directors of the Compan y approves such waiver in case
of Board Me mbers and by Chairman in case of Senior Manage ment
Personnel.

7.2 The provisions of this code can be a mended by the Board of Directors
of the Co mpany fro m ti me to ti me.

  
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 As required by Clause 49 of the listing agreement with Stock
Exchange, code and any a mend me nts thereto shall be promptly
disclosed/posted on the website of the Co mpany

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In ter ms of Clause 49 of the listing agree ment, all Board Me mbers

and Senior Manage ment Personnel shall within 30 days of close of
every financial year affirm co mpliance with the Code. The Annual
Co mpliance Report shall be forwarded to the Co mpliance Officer of
the Co mpany. A Perfor ma of Annual Co mpliance Report is annexed to
this Code as Appendix-II


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All Board Me mbers and Senior Manage ment Personnel shall

ackno wledge the receipt of this code in the acknowl edge ment for m
annexed to this Code (Appendix-II I) indicating that they have
received, read and understood, and agreed to co mply with the code
and send the sa me to the Co mpliance Officer. Upon revision of this
code, the Board Me mbers and Senior Manage ment Personnel shall
ackno wledge and execute an understanding of the Code (Appendix-
III) and an agreement to co mply. New Directors will sign such a deed
(Appendix-III) at the ti me when their directorship begins.

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