CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

Coromandel Engineering Company Limited’s (CEC) commitment to ethical and lawful business conduct is a fundamental shared value of the Board of Directors, the senior management and all other employees of the Company.

Consistent with its Values and Beliefs, CEC has formulated the following Code of Conduct as a guide. The Code does not attempt to be comprehensive or cover all possible situations. It encourages the CEC team to take positive actions, which are not only commensurate with the Values and Beliefs, but are also perceived to be so. CEC expects all its employees to implement the Code in its true spirit and in case of any doubt or confusion, to consult his/her immediate superior, the head of HR or the CEO as relevant.

This Code of Conduct is applicable to the Directors and Senior Management personnel which includes executives who are in the grade of General Manager and above; all executives directly reporting to the Chief Executive and Company Secretary.

In performing their functions, the directors and senior management of the Company shall:

-act honestly, diligently and in good faith and integrity in all their dealings with and for the Company.

-not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use / allow the use of such information for the financial benefit for any other person.

-not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company.

-maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.

-abide by all applicable laws and regulations including the Company's Prohibition of Insider Trading code.

-not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the Company or from other employees of the company.

-not accept gifts in cash or kind, either by themselves or by their close family members, particularly if this is likely to lead to a business relationship with the company. (However, an exception to this may be made for non cash gifts upto a value of Rs.2000/, and for items that can be reciprocated such as tickets to events, business meals etc. If refusing a gift beyond this value, would affect a relationship with the company, the gift may be accepted and handed over to the company.)

-not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Corporate Disclosure Officer.

-not employ any of their relatives or deal with them on Company’s behalf without proper authorization, obtained after disclosing their relationship.

-treat all employees with dignity, respect and concern and treat them on parity at all times.

In addition, in performing their Board and Board Committee functions, the directors shall:

-not hold position of Director/Advisor with a competitor Company

-Inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as a Board member.

This Code embodies the belief that acting always with the company’s legitimate interest in mind and being aware of the company’s responsibility towards its stakeholders is an essential element of the company’s long term excellence.

All Directors and senior management personnel shall affirm compliance with this code on an annual basis.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

COROMANDEL ENGINEERING COMPANY LIMITED believes in fully adhering to all regulations including the SEBI guideline on prohibition of insider trading in letter and spirit. This code is being adopted by the Board for immediate application. Any person acting in violation of this Code will be deemed to have committed a serious breach of discipline and would be liable to dismissal and other legal remedies available to the company.

1.0 APPLICABILITY

A. This code is applicable to the following persons:

1. Directors of the company and its holding company/entity.

2. Chief Executive / SBU Head

3. Business Group Management Committee (BGMC) Members

4. Company Secretary

5. All employees (including temporary employees, trainees) in the Corporate Finance Division

6. All employees (including temporary employees, trainees) in the Secretarial Department

7. All executive assistants/confidential secretaries to persons mentioned under A1 to A4 supra.

8. Any other employee who in the opinion of the Chief Executive /SBU Head have access to price sensitive information.

For the purpose of this note, the aforesaid persons are referred to as "Designated Persons".

B. This code is applicable only to trading in the Company's securities or those of its subsidiary company/ies.

Reference to the term company, wherever the context requires will also refer to the subsidiary company/ies.

2.0 DEFINITION OF CERTAIN TERMS

1. Price sensitive information includes the following events and information in connection therewith:

a. Declaration of Financial results (quarterly, half-yearly and annual)

b. Intended declaration of dividends (interim and final)

c. Issue of securities by way of public/ rights/bonus etc.

d. Buybacks

e. Any major expansion plans or execution of new projects (major expansion to be defined by respective Companies)

f. Amalgamation, mergers, takeovers

g. Disposal of whole or substantially whole of the undertaking

h. Any significant changes in policies, plans or operations of the company

i. Any significant change in management (including change in board, CEO, SBU head).

j. Any event which might have a significant/material impact on security pricing, e.g., strike/lockout/suspension of operation of a major operating facility, etc.

2. Trading window refers to the period during which the company's securities can be traded. Trading is not permissible during the months of January, April, May, July and October.

3. Compliance Officer is the Company Secretary who will report to the MD or CEO of the company for this purpose.



3.0 Preservation of "Price Sensitive Information"

(a) Employees/ directors shall maintain the confidentiality of all Price Sensitive Information. Employees/ directors shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities.

(b) Price Sensitive Information is to be handled on a "need to know" basis, i.e., Price Sensitive Information should be disclosed only to those within the company who need the information to discharge their duty.

(c) Files containing confidential information shall be kept secure. Computer files must have adequate security of login and pass word etc.

4.0 Initial Disclosure

All directors/officers /designated employees of the listed company shall be required to forward the details of all holdings in securities of that company and the statement of dependent family members and their holdings to the Compliance officer at the time of joining the company;

Dependent family members mean spouse and unmarried children.

5.0 Prevention of misuse of "Price Sensitive Information

5.1 No designated person shall deal in the Company's securities on the basis of any unpublished price sensitive information or communicate any unpublished price sensitive information to any person except as required in the ordinary course of business or under any law or counsel or procure any other person to deal in the securities of the Company.

5.2 All designated persons shall be subject to trading restrictions as enumerated below:

1. They shall trade in the company’s securities only in the "Trading Window". The trading window shall be closed during the time the price sensitive information is available to the designated person/s but is as yet unpublished.

2. When the trading window is closed, the employees / directors shall not trade in the company's securities in such period.

3. The trading window shall be, inter alia, closed at the time of:

1. Declaration of Financial results (quarterly, half-yearly and annual)

2. Intended declaration of dividends (interim and final)

3. Issue of securities by way of public/ rights/bonus etc.

4. Any major expansion plans or execution of new projects

5. Amalgamation, mergers, takeovers and buy-back

6. Disposal of whole or substantially whole of the undertaking

7. Any changes in policies, plans or operations of the company

4. The trading window shall be opened 24 hours after the information referred to in para 3 is made public.

5. All designated persons of the company shall conduct all their dealings in the securities of the Company only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the company’s securities during the periods when trading window is closed or during any other period as may be specified by the Company from time to time.

6. In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading window is closed.

6.0 Pre clearance of trades

1. All designated persons who intend to deal in the securities of the company should pre-clear the transactions as per the pre-dealing procedure as described hereunder.

2. An application may be made in the prescribed form, to the Compliance officer indicating the estimated number of securities that the designated employee/ officer/ director intends to deal in, the details as to the depository with which he has a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the company in this behalf.

3. An undertaking shall be executed in favour of the company by such designated person incorporating, inter alia, the following clauses, as may be applicable:

a. That the employee/ director/ officer does not have any access or has not received up to the time of signing the undertaking "Price Sensitive Information" which has remained unpublished and not in the public domain.

b. That in case the employee/ director/officer has access to or receives "Price Sensitive Information" after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance officer of the change in his position and that he/she would completely refrain from dealing in the securities of the company till the time such information becomes public.

c. That he/she has not contravened the code of conduct for prevention of insider trading as notified by the company from time to time.

d. That he/she has made a full and true disclosure in the matter

7.0 Other restrictions

1. All designated persons shall execute their order in respect of securities of the company within one week after the approval of pre-clearance is given. If the order is not executed within one week after the approval is given, the designated employee must pre clear the transaction again.

2. All directors/officers /designated employees shall hold their investments in securities for a minimum period of 30 days in order to be considered as being held for investment purposes. The holding period shall also apply to subscription in the primary market (IPO’s). In the case of IPO’s, the holding period would commence when the securities are actually allotted.

3. In case the sale of securities is necessitated by personal emergency, the holding period may be waived by the compliance officer after recording in writing his/her reasons in this regard.

8.0 Reporting Requirements for transactions in securities

1. All designated persons of the listed company shall be required to forward following details of their Securities transactions including the statement of dependent family members to the Compliance officer

a. quarterly statement of any transactions in securities including trades for which pre-clearance was obtained and

b. annual statement of all holdings in securities

2. The Compliance officer shall maintain records of all the declarations in the appropriate form given by the directors/officers /designated employees for a minimum period of three years.

The Compliance officer shall place before the MD / Chairman, on a monthly basis all the details of the dealing in the securities by designated persons and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.

9.0 Penalty for contravention of code of conduct

1. Any designated persons who trades in securities or communicates any information for trading in securities, in contravention of the code of conduct may be penalised and appropriate action may be taken by the company.

2. Designated persons who violate the code of conduct shall also be subject to disciplinary action by the company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.

3. The action by the company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992.

10.0 Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992

In case it is observed by the company/compliance officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI will be informed by the company.

CODE OF CORPORATE DISCLOSURE PRACTICES
FOR PREVENTION OF INSIDER TRADING

1.0 Corporate Disclosure Policy

1.1 The following is the Corporate Disclosure Policy/norm to be followed by the Company to ensure timely and adequate disclosure of price sensitive information.

2.0 Prompt Disclosure of Price Sensitive Information

2.1 Price sensitive information shall be given to stock exchanges and disseminated on a continuous and immediate basis.

2.2 It is desirable to consider ways of supplementing information released to stock exchanges by improving investor access to their public announcements.

3.0 Overseeing and Co-ordinating Disclosure

3.1 The CEO of the Company shall be nominated / designated as the Corporate Disclosure Officer (CDO) to oversee corporate disclosure.

3.2 CEO shall be responsible for ensuring that the company complies with continuous disclosure requirements, overseeing and co-ordinating disclosure of price sensitive information to stock exchanges, analysts, shareholders and media, and educating staff on disclosure policies and procedure.

3.3 Information disclosure/ dissemination may normally be approved in advance by the CDO.

3.4 If information is accidentally disclosed without prior approval, the person responsible may inform the CDO immediately, even if the information is not considered price sensitive.

4.0 Responding to Market Rumours

4.1 Any queries or requests for verification of market rumours by exchanges should be forwarded immediately to the CDO who shall decide on the response/clarification.

4.2 The CDO shall decide whether a public announcement is necessary for verifying or denying rumours and then making the disclosure.

As a general practice, if the rumour appears in a responsible media channel which has reasonably wide audience and rumour can have material impact on pricing of securities, then the Company would immediately make a proper announcement to present the correct position.

5.0 Timely Reporting of Shareholdings/ Ownership and Changes in Ownership:

5.1 Disclosure of shareholdings/ ownership by major shareholders and disclosure of changes in ownership as provided under any Regulations made under the Act and the listing agreement shall be made in a timely and adequate manner.

6.0 Disclosure/ Dissemination of Price Sensitive Information with Special Reference to Analysts, Institutional Investors

The guidelines given hereunder shall be followed while dealing with analysts and institutional investors:

1 Only Public information to be provided

Only public information should be provided to the analyst/ research persons/ large investors like institutions. Alternatively, the information given to the analyst should be simultaneously made public at the earliest.

2 Recording of discussion

In order to avoid misquoting or misrepresentation, it is desirable that at least two representatives of the Company are present at meetings with analysts, brokers or Institutional Investors and discussion should preferably be recorded.

3 Handling of unanticipated questions

Sufficient care should be exercised while dealing with analysts’ questions that raise issues outside the intended scope of discussion. Unanticipated questions may be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding.

4 Simultaneous release of Information

When a meeting with analysts is organised, the company shall make a press release or post relevant information on its website after every such meet. The company may also consider live web casting of analyst meets.

7.0 Medium of Disclosure/ Dissemination

1. Disclosure/ dissemination of information may be done through various media so as to achieve maximum reach and quick dissemination.

2. CDO shall ensure that disclosure to stock exchanges is made promptly.

3. Company may also facilitate disclosure through the use of their dedicated Internet website.

4. Company websites may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.

5. The information filed by the Company with exchanges under continuous disclosure requirement may be made available on the company website.