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  In view of amended Clauses 49 of the Listing Agreement, Board has duly formulated a 'Code of Conduct' for Directors & Senior Managers as follows:


INTRODUCTION: This code shall apply to the directors and Members of the Senior Management of The Sukhjit Starch & Chemicals Ltd. (the Company). This code sets out standards that each Director/Senior Manager shall follow while discharging their duties towards company.

"Senior Managers" shall mean those personnel of the company who are members of the Core Management Team. The Directors & Senior Managers shall observe highest standards of ethical conduct and integrity and shall be responsible for the oversight of the Asset & Business Affairs of the company in an honest, fair and diligent manner to the best of their ability and judgement. They sahll be governed by the rules & regulations of the Company as are made applicable to them from time to time.

The Directors and Senior Managers shall affirm their compliance with this Code of Conduct on yearly basis before the end of each financial year.

The directors & Senior Managers shall act honestly with reasonable degre of care and diligance in the best interest of the Company as a whole.
The Directors & Senior Managers shall ensure that all the assests, properties & services of the company are used efficiently for Company's businessonly or as per the terms of appointment.
The Directors & Senior Managers shall not derive any direct of indirect benefit from Comapany business associates which can in any manner be construed as have given to gain favour in the past or future transactions of the Company.
The Directors & Senior Managers shall ensure security of all confidential information available to them in the course of their servce and they shall not make any improper use of suchinformation to gain personal advantage or cause deteriment to the Company.
No Director or Senior Manager other than designated spokesperson shall release to the press or Media any information concerning any matter to the Company.
No Directors or Senior Manager shall engage in any material business relationship or activity which conflicts with their duty or cause deteriment to the Company.
No Senior Manager shall, without prior approval of the Managing director of the company, accept any employment or a position of responsibility with any organization for remuneration or otherwise. In case od Whole-time Directors, such prior approval will be required from the Board of Deirectors.
The Directors & Senior Managers shall declare information about their relatives (spouse, children & parents) employed in the Company.
The Directors & Senior Managers shall comply with the Company's Insider Trading Code and provision of the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 while trading in company's securities at any time.
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