Datasoft Application Software (India) LTD.
 
code of conduct
 
We the members of the Board of Directors of Datasoft Application Software (India) Limited (hereinafter referred to as "the Company ") take note of the amendment made in Clause 49 of the Listing Agreement by The Stock Exchange, Mumbai in accordance with the Directions of Securities and Exchange Board of India (SEBI)., vide letter No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29th October, 2004. The new Clause 49 is to be implemented by all the listed Companies with effect from 1st April, 2005.
 
Sub Clause (D)(i) & (ii) of new Clause 49 are reproduced herein below:
 
       (i)      The Board shall lay down a code of conduct for all Board Members and senior management of the Company. The Code of Conduct shall be posted                          on the Website of the Company.
 
           (ii)         All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The Annual Report of the company shall                         contain a declaration to this effect signed by the CEO.
 
1) INTRODUCTION
 
This Code of Conduct (the "Code") helps to maintain the standards of business conduct for DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED (the "Company") and ensures compliance with legal requirements. The aim 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 business partners. Further, these are essential so that the Company can conduct its business in accordance with its stated values.
 
The code is applicable to Chairman and all other members of Board of Directors of Company, Senior Management Staff of the Company and all consultants associated with company. These are collectively referred to as 'officers' hereunder:
 
Officers will sign the acknowledgement at the end of this code and return it to the Chairman. The signed acknowledgement form will be located in each officer's personal file. Each year, on 1st April, officers will sign an acknowledgement indicating their continued understanding of the code.
 
2) HONEST AND ETHICAL CONDUCT
 
The Company expects all officers to maintain highest professional integrity, honesty and ethical conduct, both in their personal lives and while on Company's business. The Company expects honest conduct, free from fraud and deception. Ethical conduct includes the ethical handling of actual or potential conflicts of interest between personal and professional relations. In case of doubt, the Officers will seek guidance from the Chairman.
 
3) CONFLICT OF INTEREST
 
The Company expects that an officer avoids and discloses actual and potential conflicts in interest i.e. where the interest or benefits of one person or entity conflict with the interest or benefits of the Company. For example:
 
A- Outside Directorship
 
As it is a conflict of interest to serve as a Director of any company that competes with the Company, officers will not do so. Additionally, Officers will first obtain approval of the Chairman before accepting any Directorship.
 
B- Business interest
 
If an Officer is considering acquiring substantial stake in any company, customers, suppliers, developers or competitors of the Company, he must first obtain approval from the Chairman. Substantial Stake for this clause will mean a stake exceeding 25% of ownership in the investee enterprise.
 
C- Related Parties
 
As a general rule, officers should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step-relationships and in-laws. The Company discourages the employment of relatives of officers in positions within the same department.
 
D- Payments or Gifts
 
Under no circumstance may Officers accept any offer, payment promise or authorization to receive any money, gift or anything of value from customers, vendors, consultants etc that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud or any opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, don't violate this policy. In case of a doubt, an Officer will refer to the Chairman with full details.
 
E- Corporate Opportunities
 
Officers should not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position.
 
4) DISCLOSURE TO THE SEBI AND PUBLIC
 
The officers of the Company shall comply with the Company's policy to provide full, fair, accurate, timely and understandable disclosure in reports and documents the Company file with, or submit to the SEBI or in any prescribed public communication.
 
5) COMPLIANCE WITH GOVERNMENTAL LAWS, RULES & REGULATIONS
 
Officers must comply with all applicable governmental laws, rules and regulations. Officers must acquire appropriate knowledge of the legal requirements related to their duties sufficient to enable them to recognize potential dangers and to know when to take advice from appropriate quarters. This is essential to prevent the Company from being exposed to any legal or financial embarrassment.
 
Violations of appropriate governmental laws, rules and regulations may subject officers to individual criminal or civil liability, as well as to disciplinary action by the Company as such individual violations may subject the Company to civil or criminal liability or the loss of business.
 
6) ACCOUNTING PRACTICES
 
The Company's responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Company's books and records in compliance with all applicable laws. The concerned officers will ensure that all required information shall be accessible to the Company's auditors and other authorized persons and government agencies. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. There shall be no willful omissions of any Company transactions from the books and records and no hidden bank accounts and funds. Any willful material misrepresentation of and / or misinformation of the financial accounts and reports shall be regarded as a violation of the code apart from inviting appropriate civil or criminal action under the relevant laws. Additionally, all documentation supporting a transaction should be fully accurate.
 
7) GENERAL PROVISIONS OF THE CODE
 
A. Compliance of the Code
 
It is an Officer's responsibility to help enforce the code by being alert to its possible violations and reporting them appropriately.
 
B. Workplace Free of Harassment
 
Officers will enforce Company policy of providing a work environment free of unlawful harassment. All officers will particularly ensure that women employees if any do not face any sexual harassment and have the confidence that they will work unhindered by any unwelcome attention.
 
C. Safety of Workforce
 
Officers will ensure the physical safety of the workforce placed under them.
 
D. Expense Claims
 
While submitting expense claims, an Officer will ensure that the expense was incurred purely on Company's business and was duly authorized as per Company's rules.
 
E. Protecting Confidential Information
 
As the Company's confidential information is a valued asset, Officers must protect it and utilize it for Company business purpose only. Safeguarding Company's confidential information is not only the hall mark of exemplarily professional conduct, it is the very sine qua non of professional and personal integrity.
 
F. Obligations under the Security Laws
 
An Officer will not indulge in "Insider Trading" of Company Security nor will tip others to enable them to profit from it or for them to profit on the Officer's behalf. The Company also prohibits any short selling of its stock by an Officer.
 
G. Use of Company Assets
 
An Officer's key responsibility is to safeguard the Company's assets. Employees shall not mis-appropriate or misuse any asset, hard or soft, for his personal use.
 
H. Company Funds
 
An Officer is to expend Company's funds entrusted to him purely for Company's business purpose. He will also ensure that such expenses obtain the best value for the Company.
 
I. Customer Relations
 
 With the existing customers and potential customers, Officers are expected to act in a manner that creates value for them and helps to build a relationship based on trust. This goodwill, created by quality services that the Company has provided over many years is the Company's most valuable asset which Officers must preserve and enhance.
 
J. Relationship with Suppliers
 
Because suppliers make a significant contribution to the Company's success, concerned officers must create an environment wherein the suppliers have an incentive to work with the Company. The suppliers must be confident that they will be treated lawfully and in an ethical manner.
 
8) WAIVER
 
Any waiver of any provision of this code must be approved by the CHAIRMAN or in appropriate cases by the Board of Directors.
 
9) DISCIPLINARY ACTION
 
The Company will take appropriate action against any Officer who violates this Code. Disciplinary action may include immediate termination of employment at the Company's sole discretion. Where the Company has suffered a loss due to violation of the code by an officer, it may pursue its legal remedies against him. Where laws have been violated, the Company will cooperate fully with the investigating authorities.
 
10) ACKNOWLEDGEMENT
 
I have received, read and understood the Company's code for Senior Management Officers.
Datasoft Application Software (India) LTD.