VICTOR GASKETS INDIA LIMITED
Code of Conduct for Board Members and Senior Management
(as per Clause 49 of the Listing Agreement)

The Board of Directors of the Company have, in their meeting held on 14th December 2005, adopted the following Code of Conduct in terms of the provisions of the Listing Agreement with stock exchanges. This Code of Conduct (hereinafter referred to as ‘the Code’) shall be called as ‘Victor Gaskets Code of Conduct for Directors and Senior Management’.

The Code shall be applicable to:

1. Directors of Victor Gaskets India Limited and
2. Members of the Senior Management of the Company         
   (i.e. one level below the executive directors, including all functional heads).

This Code sets forth the guiding principles on which the Directors and members of the Senior Management of the Company shall conduct themselves and discharge their responsibilities towards the stakeholders, government and regulatory agencies, customers, suppliers, society at large and all others with whom the Company is connected. The Directors and members of the Senior Management recognize that they are the trustees and custodian of public money and in order to fulfill their fiduciary obligations and responsibilities, they shall maintain and continue to enjoy the trust and confidence of public at large by rendering their duties in an efficient and transparent manner.

The Code comes into effect from 1st January 2006.

The Directors and members of the Senior Management of the Company agree to abide by the following Code of Conduct:

• Make best efforts to attend the Board, Committee, Members and other Company meetings.
• Always adhere and conform to all statutory and mandatory laws, rules, regulations, bye laws as may be applicable to the Company.
• Make concerted efforts to share and enhance the knowledge and information reserve in the Company.
• Ensure the security of all Confidential information belonging to the Company in every possible manner.
• Be honest and fair in their dealing with Government authorities, stakeholders, customers, suppliers, service providers and business partners.
• Not to be associated in any way, directly or indirectly, with the competitors of the Company while on Board or employment of the Company.
• Not to derive personal benefit or undue advantages (financial or otherwise) by virtue of their position or relationship with the Company and for this purpose:
• shall adopt total transparency in their dealings with the Company
• shall disclose full details of any direct or indirect personal interests in dealings/transactions with the Company
• shall not be a party to transactions or decisions involving conflict between their personal interest and the Company’s interest.
• Do not accept or derive any personal gratification from suppliers, service providers, business partners or any other agency in their dealings with them.
• Help in establishment of the Company as Equal Opportunity Employer.
• Cooperate with the Company in discharging its social responsibilities
• Not to conduct themselves in a manner that harms or adversely affects the reputation of the Company in any way.
• Accept that they shall be accountable to the Board for their actions, violations and defaults in their capacity as a Director/member of the Senior Management of the Company, as the case may be.