Code of Conduct

3. APPLICABILITY
The prime purpose of the Code of Conduct ("Code") is to create an environment where all the Board Members & Senior Management of the Company maintain the standards of business conduct for the Company and ensures compliance with legal requirements. The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this code are of utmost importance to the Company, our shareholders and our customers. Further these are essential so that we can conduct our business in accordance with our stated values. This code of conduct will act as guideline for those to whom it is addressed to:

• Promote honest and ethical conduct.
• Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted.
• Assure compliance with laws, rules and regulations that govern the Company's business activities; and
• Assure the proper use of the Company's assets.

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Board Member and Senior Management of the Company will exercise good judgment in compliance with the principles set out in this Code. The Board Members & Senior Management of the Company has a duty to avoid any circumstance that would violate the letter or spirit of this Code.

4. CONDUCT OF BUSINESS
The Board Members and the Senior Management team shall conduct the Company's business in an efficient and transparent manner and in meeting its obligations to shareholders and other stakeholders.

The Board Members and the Senior Management team shall not be involved in any activity that would have any adverse effect on the objectives of the company or against national interest. The corporate objectives to be pursued shall be to sustain the competitive edge of the company and not to indulge in any activity, which is detrimental to the society at large.

5. COMPLIANCE OF LAW
Any transaction undertaken in the name of the Company that would violate the laws of the land is prohibited. Particular attention is directed to the laws, rules and regulations relating to discrimination, securities, anti-trust, civil rights, and transactions with foreign officials, safety and the environment. If any uncertainty arises as to whether a course of action is within the letter and spirit of the law, advice should be obtained from the CEO of the Company.

6. DISCRIMINATION AND HARASSMENT
The Company is committed to providing a workplace free of discrimination and harassment based on race, color, religion, age, gender, national origin, disability, veteran status, or any other biases. It would be the endeavor of every Board Member and Senior Management of the Company to see that work place is free from such environment.

If any Officer or Associate is discriminated, he may lodge a complaint of discrimination or harassment to the CEO of the Company.

7. DECLARATIONS TO THE BOARD
A Board Member shall not take membership of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Board Member shall inform the Board of all such membership at the beginning of each financial year and also of every change as and when they take place.

In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.

8. CONFIDENTIALITY OF INFORMATION
The Board Members and the Senior Management team and their families, viz: dependent spouse and dependent children, shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the affairs of the company which is not in public domain and thus, constitute insider information. Insider information shall include beneficial information such as profits, dividends, bonus/rights issues, investment/disinvestment decisions/plans, major contracts, buy back scheme, introduction of new products, acquisition/disposal of businesses/units, etc.

9. ACCOUNTING & REPORTING
All the Board Members and Officers in Senior Management of the Company are expected to follow the Company's Accounting Policies. All accounting records should accurately reflect and describe corporate transactions. The recordation of such data must not be falsified or altered in any way to conceal or distort assets, liabilities, revenues, expenses or the nature of the activity.

All public disclosures made by the Company, including disclosures in reports and documents filed with or submitted to the Statutory Authorities shall be accurate and complete in all material respects. All the Board Members & Officers in Senior Management are expected to carefully consider all inquiries from the Company related to the disclosure requirements and promptly supply complete and accurate responses.

10.  CONFLICT OF INTEREST
General
Generally, a conflict exists when the personal interests or activities of a Board Member or Senior Management of the Company may influence the exercise of his or her independent judgment in the performance of one or more duties to the Company. Even the appearance of a conflict of interest may be as damaging as an actual conflict and should be avoided.

The Board Member & Senior Management of the Company should not enter into any transaction or engage in any practice, directly or indirectly, that would tend to influence him or her to act in any manner other than in the best interests of the Company.

The Board Member & Senior Management of the Company (or members of their immediate family) also should not exercise discretionary authority or make or influence any recommendation or decision on behalf of the Company that would result in an undisclosed personal financial benefit to such person or to members of his or her immediate family.

It is clarified that it would not be a conflict of interest for the Board Member & Senior Management of the Company or members of their immediate family to obtain services from persons or entities who also provide services to the Company, including legal, accounting or brokerage services, loans from banks or insurance from insurance companies, at rates customary for similarly situated customers.

11. GIFTS AND OTHER BENEFITS
No Board Member & Senior Management of the Company or member of his or her immediate family, shall (directly or indirectly) solicit, accept or retain any gift, entertainment, trip, discount, service, or other benefit from any organization or person doing business or competing with the Company, other than (i) modest gifts or entertainment as part of normal business courtesy and hospitality that would not influence, and would not reasonably appear to be capable of influencing, such person to act in any manner not in the best interest of the Company or (ii) acceptance of a nominal benefit that has been disclosed to the Company.

12. OTHER ORGANIZATIONS
Senior Management of the Company is expected to devote his or her full time and efforts during normal working hours to the service of the Company. No such person shall engage in any business or secondary employment that interferes with his or her obligations and responsibilities to the Company.

Officers in the Senior Management of the Company will not serve on the Board of Directors of any corporation not owned or controlled by the Company, other than a non-profit, charitable, religious, civic or educational organization, without the prior written approval of CEO of the Company.

13.  PROTECTING COMPANY'S ASSETS
The Directors and the Senior Management team shall not indulge or encourage any activity, which would result in misuse of the Company's assets. This would include both tangible and intangible assets such as equipment, machinery, systems, material resources, intellectual property rights, goodwill, trademarks, patents, etc. The Company assets should be used only for the legitimate business purposes of the Company. The Board Members & Senior Management of the Company is prohibited from using Company assets, confidential or proprietary information or position for personal gain.

14. AMENDMENTS TO THE CODE
Any amendment or modification of this Code would be approved by the Company's Board of Directors.

15. PLACEMENT OF THE CODE ON WEBSITE
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendment thereto shall be hosted on the website of the Company viz. www.lakshmigroup.in

17. ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
All Board Members shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form as at Appendix-III and forward the same to the Company Secretary indicating that they have received, read, understood and agreed to comply with this code.

18. ADOPTION AND COMMENCEMENT
This Code of Conduct was adopted by the Board of Directors by a Resolution dated  30th December, 2005.

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APPENDIX-I: Lakshmi Energy and Foods Limited

DEFINITION OF "RELATIVE"

EXTRACT OF SECTION 6 OF THE COMPANIES ACT, 1956

Meaning of "relative" 6. A person shall be deemed to be a relative of another if, and only if:

(a) They are members of a Hindu undivided family; or
(b) They are husband and wife; or
(c) The one is related to the other in the manner indicated in Schedule IA.

SCHEDULE IA

LIST OF RELATIVES
1. Father
2. Mother (including step-mother)
3. Son (including step-son)
4. Son's wife
5. Daughter (including step-daughter)
6. Father's father
7. Father's mother
8. Mother's mother
9. Mother's father
10. Son's son
11. Son's son wife
12. Son's daughter
13. Son's daughter's husband
14. Daughter's husband
15. Daughter's son
16. Daughter's son's wife
17. Daughter's daughter
18. Daughter's daughter husband
19. Brother (including step-brother)
20. Brother's wife
21. Sister (including step sister)
22. Sister's husband

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APPENDIX-II: Lakshmi Energy and Foods Limited

ANNUAL COMPLIANCE REPORT*

I ........................do hereby Solemnly  affirm  that  to  the  best  of  my  knowledge  and belief, I have fully complied with the provisions of the CODE OF CONDUCT FOR  BOARD  MEMBERS  during  the  financial  year  ending  31st March 200__.

Signature: ...........................................

Name: ................................................

Designation: .......................................

Date: .................................................

Place: ....................

*To be submitted by 30th April each year.

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APPENDIX-III: Lakshmi Energy and Foods Limited

ACKNOWLEDGEMENT FORM

I ..............., have received and read the Company's "CODE OF CONDUCT FOR BOARD MEMBERS". I have understood the provisions and policies contained in this Code and I agree to comply with this code.

Signature: ..................................................

Name: .......................................................

Designation: ...............................................

Date: ........................................................

Place: .......................................................