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BUSINESS CODE OF CONDUCTS

The Company has put in place a code of conduct for its Board of Directors and senior management personnel. Declarations of compliance with the code of conduct have been received from all Board members and senior management personnel. A certificate to this effect from Mr.Parimal Shah, Managing Director forms part of this Report.

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT Introduction

Uni-Tubes Limited has a vision for total customer satisfaction and enhancing stakeholders' value. The Company's philosophy on corporate governance revolves around fair and transparent governance and disclosure practices. This includes respect for human values, individual dignity, and adherence to honest, ethical and professional conduct.

Applicability
This Code of Conduct is applicable to the Members of the Board of Directors of the Company and Senior Management, defined as members of core management team excluding Board of Directors but including all functional heads (hereinafter collectively referred to as Senior Officers). The Senior Officers shall confirm that they have received, read and understood the Code of Conduct, and agree to comply with the Code annually in the format specified.

The Code
Following are the covenants of the Code of Conduct for board members and senior management

Honest and Ethical Conduct: Senior Officers are expected to comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company with the highest standard of personal and professional integrity, honesty and ethical conduct.

Confidential Information: Senior Officers have to secure, preserve, safeguard and use discreetly, confidential information in the best interest of the Company. They should not divulge or communicate such information to third parties except when authorized for the business reasons.

Related Parties: Senior Officers should avoid conducting company business in any significant way with a relative (as defined in the Companies Act, 1956), or with a business in which a close relative is associated, without intimation to the Board of Directors.

Exclusivity: Senior Officers are expected to devote their full attention with integrity and honesty to the business interests of the Company. They are prohibited from engaging in any activity that interferes with his proper discharge of responsibilities of the Company, or is in conflict with or prejudicial to the interests of the Company.

Gratuities and Gifts: The Company's policy prohibits the receipt of gifts and gratuities, particularly from individuals or firms with which the Company has business dealings. The only exception is the receipt of complementary items that carry Company's name printed or embossed on it so as to clearly establish that it is a sales promotional item. To the extent possible all such gifts or hospitalities must be declined so as to ensure that Senior Officers are not put in an obligatory position vis-a-vis the company customer, supplier or trader.

Protection and Proper Use of Company's Assets: Senior Officers are responsible for effective control and appropriate use of all Company's resources entrusted to them in the official discharge of their duty. Company's assets should be used only for legitimate business purposes.

Insider Trading: Senior Officers should abide by company's insider trading policy in compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992, as adopted by the Board of Directors of the Company. Anti Harassment Policy: The Senior Officers should adhere to and facilitate effective functioning of the Company's mechanism for redressal of complaints of harassment of any nature as per laid down policies and principles.

Compliance with the Code: Any Senior Officer who knows or suspect violation of applicable laws, rules or regulations or this Code of Conduct, must immediately report such information to the HR Department. This will help safeguard company's assets and reputation. The Board of Directors of the Company shall designate appropriate person to determine appropriate action incase of violation of the Code.

Disclosures

There are no transactions with related parties i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large.

There has been no instance of non-compliance by the Company on any matter related to Capital Markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority does not arise.

IIn Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. However whistle blower policy has not been formed during the year under review. Further, we affirm that no personnel have been denied access to the Audit Committee.

Share Reconciliation Statement (Formerly known as Secretarial Audit Report) :- A qualified Practicing Company Secretary carried out Secretarial Audit on quarterly basis to reconcile the total issued and listed capital. The secretarial audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and/or the total number of dematerialized shares held with NSDL and CDSL.

Disclosures on Non-Mandatory Requirements

The Company has adopted/complied with the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :-

The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.

We publish our quarterly results and half yearly results in widely circulated newspapers whereas we did not send half yearly results to any of shareholders.

The financial statements of the Company are unqualified.

The Board of Directors of the Company at its meeting held on 30th June 2009 has adopted the Whistle Blower Policy and appointed an ombudsperson. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy. No Employee has been denied access to the Audit Committee.