I.   INTRODUCTION This Code of Conduct has been adopted by Symphony Limited to comply with the requirements of the Stock Exchanges where securities of the Company are listed i.e. The Stock Exchange, Mumbai and Ahmedabad Stock Exchange. The duty of the Board of Directors, along with management, is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays vital role in the corporate governance. In the Company, Board of Directors is the decision-making authority on all matters except those items reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day-to-day affairs of the Company.

II.  GUIDELINES FOR CONDUCT Each director should use due care in the performance of his duties, be loyal to the Company.  The directors should make reasonable efforts to attend board meetings, committee meetings, general meetings of the shareholders and also dedicate time and efforts in the interest of the company.  Nonetheless ensure to comply the applicable rules, regulations, obligations and corporate policies of the company.

III.  CORPORATE BUSINESS OPPORTUNITIES While carrying out their duties and responsibilities, directors should avoid to use information / properties of the company for their personal gains and also avoid to compete with the company.  The directors should make all endeavors to ensure that the company's assets, proprietary information and resources to be use by the company and its employees only for legitimate business purpose.

IV.  CONFIDENTIAL INFORMATION Directors should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities.  The Company's confidential and proprietary information shall not be disclosed or used for the personal gain or advantage of any director or anyone other than the Company. These obligations apply not only during a Director's term, but thereafter as well.

V.    FAIR DEALING In carrying out their duties and responsibilities, directors should ensure and make proper Endeavour to deal fairly and also to promote fair dealing within the Company and outside the company.

VI.  COMPLIANCE WITH LAWS AND REGULATIONS Directors should comply, and endeavor to ensure that the management is causing the Company to comply, with applicable laws, rules and regulations and if any director is aware of any information about the material violation of any Laws, Rules or Regulations applicable to the company or operations, then such director should bring it to the notice of the Board of Directors. 

VII.  INSIDER TRADING Directors should observe all applicable laws and with respect to the purchase and sale of the Company's securities. It is the responsibility of each director to become familiar with and understand these laws and regulations. Insider Trading generally involves the act of subscribing or buying or selling of the Company's securities, when in the possession of any Unpublished Price Sensitive Information about the Company. It also involves disclosing any Unpublished Price Sensitive Information about the Company to others who could subscribe or buy or sell the Company's securities. Insider Trading invokes severe civil and criminal penalties not only on the Insider but also on the Company in certain circumstances under the Regulations issued in India under the Securities and Exchange Board of India (SEBI) Act, 1992. "sensitive information" is information which relates directly or indirectly to a Company and which if published is likely to materially affect the price of Securities of a Company. It is important to note that both positive and negative information could be price sensitive.

VIII. ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR Directors should endeavor to ensure that management is causing the Company to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel. Directors should endeavor to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company's Code of Conduct.

IX.   NON-COMPLIANCE Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations should be appropriately investigated.  Any waiver of this Directors' Code must be approved by the Board of Directors and publicly disclosed if required by any applicable law or regulation.

X.     NO RIGHTS CREATED This Directors' Code sets forth guidelines for conduct for the Board of Directors.