GROUP CODE OF BUSINESS CONDUCT

1.0 INTRODUCTION 1.1 This Group Code of Business Conduct covers a wide range of business practices and procedures. Although it does not cover every issue that may arise, it sets out basic principles to guide all employees and officers of Jindal Steel & Power Limited, Jindal Power Limited, Jindal Petroleum Limited, Jindal Realty Private Limited, Nalwa Steel and Power Limited and their subsidiaries (hereinafter collectively called as the Group and individually the Company). All employees must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour. The Code is also to be provided to and followed by the Companys agents and representatives. In addition, Company policies apply to various Companys operations and all employees need to follow those policies. 1.2 If a law conflicts with a policy in this Code, the employees must comply with the law. Also, if a local custom or policy conflicts with this Code, the employees must comply with the Code. If any employee has any questions about these conflicts, he/she should ask the superior how to handle the situation. All employees are responsible for understanding the legal and policy requirements that apply to their jobs and reporting any suspected violations of law, this Code or Company policy. 1.3 It is expected that all employees will follow the guidelines under the Code and those who violate the standards in this Code will be subject to disciplinary action, including possible dismissal. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for the employee, his superior and/or the Company. If an employee is in a situation which he believes may violate or lead to a violation of this Code, follow the instructions set out in Section 18 of this Code. 1.4 The basic principles discussed in this Code are subject to any Company policies covering the same issues.

2.0

COMPLIANCE WITH LAWS, RULES AND REGULATIONS 2.1 Obeying the law, both in letter and in spirit, is the foundation on which Groups ethical standards are built. All employees must respect and obey the laws, rules and regulations of the cities, states and countries in which the Group operates. Although employees and officers are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from superiors or other appropriate personnel.

3.0

CONFLICTSOFINTEREST 3.1 A conflict of interest exists when an employees private interest interferes in any way -or even appears to interfere - with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflict of interest may also arise when an employee or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. 3.2 It is a conflict of interest for an employee to work for a competitor, customer or supplier. Employees should avoid any direct or indirect business connection with the customers, suppliers or competitors of the Group, except as required on Companys behalf. 3.3 Conflict of interest is prohibited as a matter of Company policy, except as approved by the top management. Conflict of interest may not always be clear-cut, so if an employee has a question, he/she should consult with the superior or bring it to the attention of the Ethics Counselor.

4.0 4.1

INSIDER TRADING All non-public information about the Company should be considered confidential information. Employees who have access to confidential information about the Group are not permitted to use or share that information for trading purposes. 4.2 No employee shall use or proliferate information that is not available to the investing public, and which therefore constitutes insider information, for making or giving advice on investment decisions about the securities of the respective company, client or supplier of which such insider information has been obtained.

4.3

To use non-public information for personal financial benefit or to tip others who might make an investment decision on the basis of this information is not only unethical but also illegal. For further clarity please consult your superiors for seeking guidelines for Trading in Companys stock/ securities.

5.0 5.1

CORPORATE OPPORTUNITIES Employees are prohibited from taking for themselves opportunities that are discovered through the use of Companys property, information or position without the consent of the Board of Directors. No employee shall use Companys property, information, or position for personal gain, and no employee shall compete with the Company directly or indirectly. Employees owe a duty to the Company to advance the Companys interests at all times.

6.0

COMPETITION AND FAIR DEALING

6.1

The Employees should seek to outperform the competitors fairly and honestly. The Group seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owners consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Companys customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.

6.2

No employee is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal anti-competitive activities. To maintain the Groups valuable reputation, compliance with the Groups quality processes and safety requirements is essential. All inspection and testing documents must be handled in accordance with all applicable specifications and requirements.

6.3

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No cash gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee, or agent unless it: (1) is consistent

with customary business practices, (2) is reasonable in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws, regulations or applicable policies of the other partys organization.

7.0 7.1

DISCRIMINATION AND HARASSMENT The diversity of the employees of the Group is a tremendous asset. The Group is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class.

8.0 8.1

HEALTH & SAFETY The Group strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behaviour is not permitted. 8.2 Employees are expected to perform their Company related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.

9.0 9.1

ENVIRONMENTAL The laws Group expects its employees to follow all applicable environmental

and regulations. If any employee is uncertain about his/ her responsibility or

obligation under relevant laws/ rules, he/ she should check with his/ her superiors or the concerned Business Head for guidance. 10.0 RECORD-KEEPING, FINANCIAL CONTROLS AND DISCLOSURES

10.1 The Group requires honest, accurate and timely recording of information in order to make responsible business decisions. All business expense accounts must be documented and recorded accurately in a timely manner. If the employee is not sure whether a certain expense is legitimate, he/ she should ask his/ her superior / competent authority.

10.2

All of the Companys books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Companys transactions, must be promptly disclosed in accordance with any applicable laws or regulations and must conform both to applicable legal requirements and to the Companys system of internal controls.

10.3

Business records and communications often become public, and the employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterization of people and companies that may be misunderstood. This applies equally to email, internal memos and formal reports. Records should always be retained or destroyed according to the Companys record retention policies.

11.0

CONFIDENTIALITY All employees must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized in writing by the competent authority or required by laws or regulations.

11.1

11.2

Proprietary information includes all non-public information that might be of use to competitors or harmful to the Company or its customers or suppliers if disclosed. It includes information that suppliers and customers have entrusted to the Company. The obligation to preserve proprietary information continues even after employment ends.

12.0

PROTECTION AND PROPER USE OF COMPANY ASSETS All employees should protect the Companys assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Companys profitability. All Company assets are to be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.

12.1

12.2

The obligation of employees and officers to protect the Companys assets includes the Companys proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Companys policy. It could also be illegal and result in civil or criminal penalties.

13.0

PUBLIC REPRESENTATION OF THE COMPANY AND THE GROUP 13.1 The Company honours the information requirements of the public and its stakeholders. In all its public appearances, with respect to disclosing company and business information to public such as the media, the financial community, employees, shareholders, agents, franchisees, dealers and distributors, the company or the Group shall be represented only by specifically authorized directors and employees. 13.2 It shall be the sole responsibility of these authorized representatives to disclose information about the company or the Group.

14.0

INTEGRITY OF DATA FURNISHED

14.1 Every employee of the company shall ensure, at all times, the integrity of data or information furnished by him/her to the company. He/she shall be entirely responsible in ensuring that the confidentiality of all data is retained and in no circumstance transferred to any outside person/party in the course of normal operations without express guidelines or the approval of the management. 15.0 IMPROPER INFLUENCE ON CONDUCT OF AUDITORS

15.1 Everyone is prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Companys auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: (1) to issue or reissue a report on the Companys financial statements that is not warranted in the circumstances due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards; (2) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; (3) to withdraw an issued report; or (4) not to communicate matters to the Companys Audit Committee. 16.0 FINANCIAL REPORTING

16.1 As a public company, it is necessary that the Companys filings with the Securities and Exchange Board of India/ the National Stock Exchange of India Ltd./ Bombay Stock

Exchange Ltd. or wherever applicable, be accurate and timely. The Company expects the concerned employees to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Companys public disclosure requirements. 16.2 The Companys policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee has concerns or complaints regarding accounting or auditing matters of the Company, then he/ she should submit those concerns to the senior authorities. 17.0 FRAUD, MISAPPROPRIATION AND SIMILAR ACTS The Groups position on fraud, misappropriation and similar acts is one of zero tolerance. These acts may result in immediate termination or suspension, pending an internal or legal review of the facts. The Group also believes that the employees are duty-bound by their obligations to each other and to stakeholders to prosecute illegal acts and to require restitution in the belief that it is not appropriate to allow the organization Company to suffer the consequences of acts of malfeasance or misfeasance by employees of the Company. The Group also believes that the employees are duty-bound to pro-actively find and report such acts. 17.2 The Group also believes that these actions are the personal responsibility of each employee, regardless of position. Each employee is positively and proactively required to recognize and report fraud and related areas of misbehaviour and that the Audit Committee or the Ethics Counselor is responsible for the investigation and resolution of issues related to suspected fraud, misappropriation and other similar irregularities. 17.3 The term fraud as used in this policy includes misappropriation and other irregularities including dishonest or fraudulent acts, forgery or alteration of negotiable instruments, misappropriation of the assets of the Company, employee, customer, partner or supplier. It also includes conversion to personal use of cash, supplies or any other assets, unauthorized handling or reporting of bureau transactions and falsification of records or financial reports for personal or other reasons. 17.4 Fraud also includes performance reports intended to mislead or deceive, whether or not the fraudulent reports result in payments based on a performance-based compensation plan.

17.1

17.5 The above list is not inclusive but intended to be representative of situations involving fraud. All such situations are to be immediately reported to and will require specific action by the Audit Committee / Ethics Counselor. 18.0 RESPONSIBILITIES OF THE EMPLOYEES, INVESTIGATION PROCEDURE AND DISCIPLINARY MEASURES Every employee has an ethical obligation to report breach of this Code without a misguided loyalty to any person who abuses the policy. Loyalty to an individual who would put the Companys reputation in jeopardy and do harm to other employees is a profoundly misguided act. If no action is taken upon reporting a violation, the employee should make the report to the Ethics Counselor. 18.2 Ethics Counselor: There will be an Ethics Counselor, who would be assisting the Audit Committee on implementation of this policy for the Group with explicitly assigned responsibilities and the authority to act on the Companys behalf, subject to an explicit grant of authority by the full board. The Ethics Counselor will be appointed by the EVC & MD and will provide quarterly reports to EVC & MD of Jindal Steel & Power Ltd. on matters relating to the Code. 18.3 Disciplinary Measures: The Ethics Counselor will determine whether violations of the Code or the spirit or intent of the Code have occurred. If so, it will determine the appropriate disciplinary measures to be taken. The disciplinary measures may include counseling, oral or written, reprimand, warning, probation or suspension without pay, demotion, reduction in salary, termination of employment, required restitution and the filing of appropriate civil or criminal charges. 18.4 People subject to disciplinary measures: The violator and others involved in wrongdoings such as employee who fail to use reasonable care to ensure the violation doesnt happen in the first place, employee who should but fail to detect a violation, employee who withhold material information regarding a violation, and superiors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators. 18.5 Retribution: It is a violation of the Code to intimidate or impose any form of retribution on an employee or agent who utilizes reporting procedures in good faith to report suspected violations.

18.1

18.6

If no action is taken upon reporting a violation, the employee is obliged to report the incident to the Ethics Counselor / Audit Committee.

19.0

WHISTLE BLOWING This Code requires whistle-blowing and a failure to report incidents of fraud or major related incidents is cause for disciplinary action. Each employee has a pro-active obligation to recognize and report fraud or related breaches of ethical conduct.

19.1

19.2

Employees should report to Ethics Counselor/ Audit Committee in terms of Groups Whistle Blower Policy about observed behaviour, which they believe may be illegal or a violation of this Code or Companys policy or when in doubt about the best course of action in a particular situation.

19.3

It is a violation of these principles and this policy as well as public policy to intimidate or impose any form of retribution on an employee or agent who utilizes reporting procedures in good faith to report suspected violations.

19.4

It is the policy of the Company not to allow retaliation for reports made in good faith by employees of misconduct by others. Employees are expected to cooperate in internal investigations of misconduct.

20.0

CONCURRENT EMPLOYMENT

20.1 Consistent with applicable laws, an employee of the company shall not, without the requisite, officially written approval of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide freelance services to anyone, with or without remuneration. In the case of a fulltime director or the chief executive, such approval must be obtained from the board of directors of the company. 21.0 INVESTIGATION OF VIOLATIONS

If the Audit Committee / Ethics Counselor or those persons authorized and appointed by the Chief Executive and/or Board to investigate alleged violations, receives information regarding an alleged violation of this Code (such a sexual harassment, fraud, or similar actions) they will immediately:

21.1 Evaluate such information as to the credibility and gravity of the allegations, 21.2 Undertake a formal investigation 21.3 Prepare a report of the investigation results with recommendations as to the disposition of the issue 21.4 Disclose results to law enforcement agencies if warranted by the nature of the violation and 21.5 Ensure a complete resolution of the event in a timely manner.

22.0

PERSONSRESPONSIBLE

22.1

The board of directors has an explicit obligation to set the moral tone of the Company. The board usually accomplishes this by assigning explicit responsibilities to the chief executive, who will establish and communicate this Code and expected standards to a specific member of the staff generally the chief financial officer or head of Human Resources as well as to every single person in the Company.

22.2

Employees are obliged to report breaches to the assigned Ethics Counselor who is responsible to investigate, resolve and close each incident. Each person on the Leadership Team, the Senior management, managers and supervisors, and all others, have explicit responsibilities for recognizing, reporting, and otherwise responding to such issues.

22.3

Disciplinary Measures are addressed separately in this Code.

23.0

REPORTINGCONCERNS Every employee shall promptly report to Ethics Counselor/ Audit Committee when he / she becomes aware of any actual or possible violation of the Code or an event of misconduct , act of misdemeanor or act not in the companys interest. Such reporting is available to suppliers and partners, too.

23.1

23.2

Any employee can choose to make a protected disclosure under the Group Whistle Blower Policy.

23.3

The company shall ensure protection to the whistleblower and any attempts to intimidate him / her would be treated as a violation of the Code.

24.0

GOOD CORPORATE CITIZEN

24.1

With a view to enrich the quality of life of the communities the Company serves, all employees shall dedicate efforts to the social and environmental issues to enrich the quality of life of the people in the communities in which the company operates.

24.2

Employees shall also comply with all laws and regulations in true spirit, which apply to business activities of the Group, be it at home or abroad.

25.0

ANNUAL PLEDGE

25.1

To help ensure compliance with this Code, the Company requires that all employees review the Code, acknowledge their understanding and Pledge their adherence to the same in writing on an annual basis on the attached form.

25.2

This Code does not provide a full, comprehensive and complete explanation of all the rules that employees are bound to follow. Employees have a continuing obligation to familiarize themselves with all applicable laws, company policies, procedures and work rules.

GROUP CODE OF BUSINESS CONDUCT

I acknowledge that I received a copy of the Group Code of Business Conduct dated __________ , that I have read the Code and that I understand it. I

will comply with the Code.

If I learn that there has been a violation of the Code, I will contact my Superior or the Business Head or the Unit Ethics Coordinator or the Ethics Counselor. I acknowledge that the Code is not a contract, and that nothing in the Code is intended to change the Terms of Appointment as such.

Dated: ___________ Signature: ______________________ Employee Name: __________________ Employee Code : ____________________ Unit/Location: _______________________