2. Corporate Philosophy

To strive to achieve the corporate objectives within the framework of the national interest, macro and micro economic policies devised by the Government of India and to conduct the business affairs of the Company in an ethical and transparent manner, to strive for the maximization of the shareholders’ wealth and in doing so contribute positively to the economic development of India and achievement of the overall objectives of the Company.



3. Applicability of the Code:

This Code applies to Directors and Senior Management of the Company.

4. The Corporate Code:

Patel Roadways Limited, the Flagship Company of the Multi-Dimensional and Multi-National Group of Companies known as ‘House of Patels’, has always set standards since its inception, be it the quality of services provided or the transparency of the management.

This code of conduct is the pronouncement of the value based system of management which is inculcated and deeply rooted in all persons associated with functioning of Patel Roadways Limited.

This code reiterates that all persons to whom this code is applicable are required to conduct the affairs of the Company in such manner as will uphold the values and commitments by which Patel Roadways Limited is known in the corporate world.

6. Conduct of duties:

Every person to whom this code is applicable, shall conduct his duties and observe responsibilities associated with his duties with professionalism and due diligence. Without compromising on or limiting the standards of professionalism and diligence required, it may be stated that such person is expected to:

	Comply with all the policies and procedures laid down by the Company;
	Comply with all applicable laws affecting his sphere of duties and responsibilities;
	Consider the interest of the Company of the paramount importance and always act and take decisions in the interest of the Company.
	Not to use the confidential / insider information about the affairs of the Company, acquired in the course of conduct of his duties, to his personal advantage or to the advantage of his relatives or friends. The advantage acquired or gained by using such confidential / insider information includes the dealing in the shares / securities of the Company, based on such information, to ones own advantage or to advantage of relatives / friends. The confidential / insider information, inter  alia, include the following:

	Financial information such as profits, dividends, cash flows, issue of securities like bonus, rights etc.
	Events like, acquisitions, divestments, launch of new products or services
	Restructuring plans, decisions regarding appointments etc. of key person

	Disclose his personal interest in any contract, agreement or arrangement entered into or to be entered into by or with the Company with or by any other person(s), such contract, agreement or arrangement include service contracts,  financial contracts, employment contracts, securities contracts and the contracts entered in to by the Company in the      ordinary course of its business.
	Comply with all lawful and reasonable instructions of his seniors in the organizational hierarchy with the best of his endeavors.
	Inform the Board of Directors of the violation or potential violation of the provisions of this code, which are materially  detrimental to the interests of the Company.

9. Gifts, favors etc.:

No person to whom this code is applicable, shall accept any gift or other favors, whether financial or not, from any person, where such gift or favor is made in order to influence his judgement or procure a return favor from him against the interests of the Company. However, acceptance of gifts on the occasions where people are known to exchange gifts like Diwali, New Year, Christmas etc. are outside the purview of these provisions.

10. Additional responsibilities of Directors:

Besides the duties and responsibilities cast upon Directors of the Company by applicable laws, Articles of Association of the Company and provisions of this code, mentioned hereinbefore, a Director of the Company is also expected to:

	Make reasonable efforts to attend Board Meetings, Meetings of Committees of the Board and General Meetings of shareholders, regularly;
	Dedicate sufficient time, attention and energy to the deliberations of the Board including making preparations for Board / Committee Meetings, reviewing the data in connection with the Board / Committee meetings sent to him and making reasonable enquiries;
	Avoid a pre-conceived stand on any issue and take part in the discussions / deliberations of the Board with an open mind and share the information at his disposal with his fellow Directors;
	Inform the Board well in advance in case he is not in a position to attend a Board / Committee Meeting

11. The Company as an employer:

The Company shall continue to have definite and well etched out policies and procedures for hiring, training, and promoting of it’s employees. The Company shall foster such an employee culture which will promote freedom of expression, congenial work atmosphere and also provide ample scope for vertical and horizontal career growth. The employees shall be assured of highly professional work environment, challenging assignments and high job satisfaction.

The Company as an employer shall provide equal opportunities to all employees and applicants for jobs without any regard to the caste, religion, sex, or marital status. The employees of the Company shall be treated with dignity and the work environment shall be free of any harassment be it physical, verbal or psychological.

12. Nature of the Code:

This code of conduct is meant to be a dynamic document from which concerned persons draw guidance and inspiration for proper and wholesome conduct in the discharge of their duties and responsibilities as aligned with the values and commitments of the Company. It is not a historical parchment or a static one time document. It is subject to review and improvement at all times by the Board of Directors of the Company.

The Code is not meant to supplant or over ride the applicable laws and the existing contract / agreements / arrangements to which the persons, to whom this code applies, are subject to. In fact it is meant to supplement such laws, contracts, agreements etc.

13. Waivers:

The application of any specific provision(s) of this Code may be waived by the Chairman or the Executive Vice-Chairman for any officer / employee of the Company.

14. Construction, Interpretation etc. of provisions of the Code:

Any question or doubt as to the meaning or interpretation of any provision of this code shall be referred to the Executive Vice-Chairman of the Company and in his absence to the Chief Financial Officer of the Company. The Executive Vice-Chairman or the Chief Financial Officer, as the case may be, shall construe such provision in consultation with the Chairman of the Audit Committee. An outside legal help may also be solicited for this purpose.

The interpretation or construction of any provision upon any question or doubt, imparted by the Executive Vice-Chairman or the Chief Financial Officer, as mentioned above, shall be final and binding on all the concerned persons.

15. Manner of communication of the Code:

The code shall be communicated to all the concerned persons, desirous of / required to know its provisions by way of posting the same on the web site of the Company.

16. Implementation of provisions of the Code:

The Code shall come in to effect from 1 st January 2006. Every person to whom this code is applicable is required to fill in and sign the Acceptance Letter, annexed with this code as ‘Annexure 1’ and submit the same to the Board of Directors as at the commencement of this code.

The Acceptance Letter is to be submitted within one month of the commencement of the code or within one month of the date of joining of any person to whom this code is applicable, whichever is later.

On a continual basis, every person to whom this code is applicable, shall submit to the Board of Directors, a declaration set forth in ‘Annexure 2’ to this code, every year on or before 30 th April of that year declaring the compliance with the provisions of this code in the financial year ending on 31 st March of that year. Such financial year shall be the ‘Reporting Period’.

The declarations, letters and other correspondence addressed to the Board of Directors of the Company, under the provisions of this code shall be sent to the Company Secretary, who shall keep records in this respect.