Shivagrico : manufacturer, exporter of hand tools, shuttering clamps, garden tools, wrenches, hoes and tool holders, India


INSIDER TRADING
	Directors are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material Unpublished Price Sensitive Information. Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Companies securities and to securities of other companies if you learn material Unpublished Price Sensitive Information about other companies, such as the Company’s customers or suppliers, in the course of duties for the Company. Directors are subject to additional requirements relating to reporting and effecting transactions in Company securities.

COMPETITION LAWS
	While the Company competes vigorously and creatively in its business activities, its efforts in the marketplace must be conducted in accordance with all applicable Competition Act and Regulations. Directors should not engage in any activity in violation of applicable Competition Act.

ANTI-CORRUPTION LAWS
	The Company conducts its international business activities in compliance with applicable Anti-Corruption Act of the India and the laws of all other countries in which the Company conducts business. The Anti-Corruption Act prohibits the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. Directors should not engage in any activity that might involve the Company in a violation of the Anti-Corruption Act.

INTERACTING WITH GOVERNMENT
	The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging that may be provided to Government Officials and Government Employees. Directors should not offer to or pay for meals, travel, lodging or any other expenses for Government Officials in connection with the Company or Company business without first consulting with the Legal Counsel.

POLITICAL CONTRIBUTIONSE
	The Company will not make political contributions from corporate resources to any political party, candidate or holder of public office, or political committee in violation of section 293A of the Companies Act, 1956. This includes monetary contributions as well as in-kind contributions (such as the use of corporate property, personnel services or facilities). Directors may not cause the Company to make contribution to any political party or for any political contribution without the prior approval of the Board. Company directors must comply with applicable laws and Company policy with respect to causing the Company to make political contributions. Directors may not make personal political contributions on behalf of, or in the name of, the Company. Directors will not be reimbursed or otherwise compensated for any personal political contribution.

NON-COMPLIANCE
	Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as Director or the Board’s seeking removal of the Director, where permitted by applicable law. A director charged with a violation of this Directors’ Code should not participate in a vote of the Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or Committee convened for that purpose. Any waiver of this Directors’ Code must be approved by the Board of Directors and publicly disclosed as required by law or regulation.

NO RIGHTS CREATED
	This Directors' Code sets forth guidelines for conduct for the Board of Directors. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.

ADOPTION AND COMMENCEMENT
	This Code of Conduct was adopted by the Board of Directors by a Resolution dated 29th December 2005 and shall be deemed to have come into force with immediate effect.