CODE OF CONDUCT – BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL IN TERMS OF LISTING AGREEMENT OF STOCK EXCHANGE

I. Board of Directors and Code of Conduct The Board of Directors of Transport Corporation of India Ltd. (TCI) has adopted this Charter as part of its commitment to high standards of corporate governance in pursuing the objects set out in the Memorandum of Association. This Charter describes the Board’s mandate, accountability and composition and sets out as a Board-Specific Code of Conduct.

The Board’s activities are formally recorded in minutes of meetings.

II. Mandate

1) The Board shall supervise the management of TCI business and affairs, including oversight. More specifically, the Board’s mandate includes:

2) Regularly reviewing with Management the strategic environment, the emergence of new risks and opportunities and the implications for strategic direction.

Approving strategic plans that take into account the TCIs major risks and opportunities and overseeing the management of those risks;

Monitoring & Charging the VCMD with the general management and direction of the business and affairs of the corporation.

Board Charter and Code of Conduct Monitoring the integrity of the TCIs internal control and management information systems; and approving the annual budget of the TCI and monitoring its financial performance.

To ensure the financial viability of the TCI and the efficient and effective use of its resources. The Board oversees the performance of the VCMD and Senior Management in discharging the management and direction of the TCIs business.

Sr. Management staff means an employee designated as the General Manager in the category - “C1” and above.

Accountability

The Board and Senior Management is accountable to stakeholders including market participants and the general public, for the TCIs performance of its objects set out in Memorandum of Association.

Board Composition

Composition of the Board is governed by the Indian Companies Act, 1956 and the Regulations thereof.

Board Charter and code of Conduct

The Board has constituted various Committees to make suggestions to the Board on various strategic matters. The Board has a mix of skills and experience to provide appropriate leadership and strategic direction to the TCI. Code of Conduct

Expectations of a Director and Senior Management As a member of the Board and Senior Management, he/she shall exercise due diligence, fulfill the legal requirements and obligations such as :

a) To act honestly and in good faith with the best interests of the TCI and

b) To exercise the due diligence and skill that a reasonably prudent person would exercise in comparable circumstances

c) Recognize the TCIs accountability to stakeholders, including without limitation, market participants and the general public, in the governance of the TCI and

d) Ensure that the best interests of the TCI are considered paramount

e) Devote sufficient time to Board affairs

f) Assist the TCI in the achievement of corporate strategic objectives

g) Ensure that he or she and the Board as a whole acts in the best interests of the TCI rather that in the interests of an individual director or any other interests; and

h) Monitor his or her continued ability to meet these expectations.

i) No Director and Senior Management, other than the designated spokespersons shall engage with any member of press and media in matters concerning the company. In such cases, they should direct the request to the designated spokespersons.

j) The Whole-time Directors shall not, without the prior approval of the Board of Directors, accept employment or a position of responsibility with any organisation for remuneration or otherwise. In addition, it is required that a Board member, if requested, join either the Audit or other subcommittee of the Board.

A Director who becomes aware of circumstances which are or are likely to be perceived to be, for an Independent Director, incompatible with his or her independence as contemplated by the SEBI Regulations or likely to detract from his or her ability to act in accordance with his or her fiduciary duty, other than by virtue of his or her representation of the applicable stakeholder class, shall forthwith report such circumstances in accordance with the Governance Structure.

Specific Conduct as a Director

To enable the Board to discharge its collective responsibilities for stewardship, including oversight and strategic leadership, each Director shall:

a) Maintain independence and objectivity only in representative nature of Stakeholder.

b) Conduct himself or herself honestly, fairly, ethically and with integrity.

c) Contribute views based on his or her unique skills and experience

d) Act consistently with the statutory and contractual obligations of the TCI

e) Exercise authority as a Director only at meetings of the Board or its Committees or as specifically delegated by the Board.

f) Address any requests of Senior Management to the VCMD or to the Corporate Secretary

g) Monitor potential conflicts of interest he or she may have regarding any matters before the Board and

h) Declare any potential conflicts promptly to the Board and abstain from discussion and voting on any related matter. Potential conflicts of interest include a personal or business interest in a matter requiring Board decision, arising either directly (e.g. through an ownership or employment interest) or indirectly (e.g. through potential benefit from participation in a sector). The Chair of the Board and each of its Committees are hereby delegated the authority to work with Senior Management of the TCI and with other organizations, as appropriate, in order to fulfill their mandates. For certainty, the authority exercised by the Chief Executive Officer in the general supervision and active management of the affairs of the organization has been delegated to him or her under the Memorandum and Articles of Association of the organization.

Board Charter and Code of Conduct

Principle of Confidentiality

Confidential Information means all data and information relating to the business, management and affairs of the TCI or of any person or market participant, including proprietary and trade secrets, technology and accounting records, which is or comes to be in the possession of the TCI; provided, however, that Confidential Information shall not include any data or information which:

1. Is or becomes publicly available with the permission of the TCI in accordance with policies and procedure approved by the Board or the person or market participant who has provide the Confidential Information; or

2. Is required to be disclosed pursuant to court order or other legal compulsion. Each director and designated staff shall keep all Confidential Information confidential and no Director shall use Confidential Information for personal gain or use. This obligation survives the termination of a Director as a director of TCI.

Compliance

A Director who has concerns about his or her own conduct or the conduct of another Director regarding compliance with this Code should raise those concerns with the Chair.

The Chair may seek the advice of the Independent Directors and will communicate his or her decision directly to the director whose conduct is at issue.

Annual Affirmation and Review

Directors are to sign annually an affirmation that they have read and understood and will comply with this Code.

The Audit Committee reviews this Charter and Code annually and may recommend changes to enhance its effectiveness in ensuring achievement of the level of conduct expected of all Board members.

Requests for Clarification

Requests for clarification of this Charter and Code or of any other aspect of Directors’ responsibilities should be directed to the Chair.