This Code is derived from the fundamental principles of Good Corporate Governance, Good Corporate Citizenship and Exemplary Personal Conduct that are interlinked to each other. The code of conduct is applicable to the directors (both executive & non-executive) and senior management who are responsible to carry out the duties in an honest, ethical and fair manner within the authority levels accorded to them.

"Trusteeship" is the core value underlying the philosophy of the company. It is our belief that this organization has been handed to us by the various stakeholders in "trust" and we as professional managers are the "trustees" of these stakeholders. We take the responsibility of protecting the interests of our stakeholders. It is also our belief that in order to serve the interests of our stakeholders, we must build RAM Informatics into an institution whose dynamism and vitality are anchored in its core values.

The Corporate Governance Policy is an instrument that guides the conduct of the affairs of the Company and the policy delineates the roles, responsibilities and authorities of the key entities in the governance structure of the Company. This Code is an integral part of the Company's Governance Policy. The directors, senior management must adhere to the Corporate Governance Policy of the Company.

Mr. P.S.RAMAN, EXECUTIVE CHAIRMAN
Mr P.S.Raman is a Commerce graduate and a Chartered Accountant by profession. He has extensive experience in finance, information technology and management across various industries. He held various key positions in reputed organizations in India and abroad including NCR Corporation, a US Multinational computer company prior to promoting RAM Informatics Limited. His expertise covers policy making, automation of finance, administration procedures, fund management, hardware/software marketing and customer support activities.

Mr.R.JAGADEESWARA RAO, EXECUTIVE DIRECTOR
Mr.R.Jagadeeswara Rao, co-promoter and as the Executive Director has played a profound role in shaping up the technological and business landscape of the company. The company has developed technologically and functionally sound products in Banking industry under his stewardship. The company has got awarded and executed the first eGovernance project i.e eSeva under his stewardship.

Mr. Rao began the career as Systems Engineer in ORG Systems, a computer manufacturing organization. He received high acclamation for his successful setting up of EDP centers in various locations in India for their Medinova Diagnostic Centers while employed with M/s. Standard Medical and Pharmaceutical Ltd., a Hyderabad based healthcare company. He was also responsible for software development and information processing for corporate applications. One of the early users of LANs, for on-line multi-user applications in India in 1986, Mr.Rao was heading the total business operations covering Software Development, Marketing and Finance, as President of M/s. Information Management India Ltd., a software services company.

A graduate in Electronics & Communication Engineering and a postgraduate in Computer Engineering from Andhra University, Waltair, Mr. Rao was a recipient of the State Special Merit Scholarship from Andhra Pradesh Government, India.

Mr. P.S. VENKATESWARAN, DIRECTOR
Mr. P.S. Venkateswaran is a Chartered Accountant and Company Secretary. He is a core promoter/founder of the Company and has more than 20 years of experience in the fields of Corporate Finance, Corporate Planning, Information Technology, Export Marketing and General Management.

He started his career with Ashok Leyland Limited, Chennai wherein he gained considerable experience in corporate finance, systems and planning. Subsequently, he worked as a freelance consultant specializing in financial management and systems consulting, before co-founding RAM Informatics Limited in 1994.

He currently heads RAM Informatics Limited's export operations while also serving as the President & CEO of Aravali Technologies Inc., the wholly owned US subsidiary of the Company.

Mr. RAMESH MUGALAM, ADVISOR for INTERNATIONAL BUSINESS
Ramesh joins RAM Informatics Limited as an Advisor for International Business. He comes with an extensive background in Global Strategic Consulting and senior management experience. His core competency is in the business strategy and the technology alignment with global customers utilizing go-to-market strategy, development, deployment and support models.

Ramesh served as the founder and CEO of Entegram, responsible for managing the strategic business direction and providing significant value differentiator in the solution offering to clients with program Delivery Services. Entegram was recognized as Connecticut fast50 in 2002 and 2003 and was awarded the best supplier award by the united Technologies Corporation. Ramesh orchestrated the acquisition of entegram by a Global Consulting Company in 2005.

Prior to his entrepreneurial career, Ramesh was the Director of Application Development with a Microsoft Solution provider, worked at Andersen Consulting (Accenture) in the management consulting practice.

Ramesh earned a Bachelor's Degree in Engineering from the regional Engineering College, India (1983) and Masters Degree from the Indian Institute of Technology, Kharagpur, India (1985). Ramesh is currently pursuing his MBA degree in Innovation and Global Leadership at Massachusetts Institute of Technology Sloan School of Business (2008).

In the conduct of the Company's business, the practice of good corporate citizenship is a prerequisite and embraces the following:

H.R. Policies
The core values of our HR Philosophy are - trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. These values form the basis of our HR management systems and processes. In areas such as selection and recruitment, merit will be the only criterion and all managers will avoid considerations other than merit and suitability. Performance management systems including appraisals, remuneration and rewards will focus on meritocracy, equity and upholding of Company values.

Dealings with Suppliers and Customers
The accepting of gifts and presents of more than a nominal value, gratuity payments and other payments from suppliers or customers will be viewed as serious breach of discipline as this could lead to compromising the Company's interests. All directors and senior management shall ensure that in their dealings with suppliers and customers, the Company's interests are never compromised.

Gender Friendly Workplace
RAM Informatics is committed to a gender friendly workplace. It is ensured that equal opportunities are given for men and women. All steps to be taken to prevent / stop / redress sexual harassment at the workplace and institute good employment practices. Sexual harassment includes unwelcome sexually determined behavior such as, unwelcome physical contact; a demand or request for sexual favors; sexually colored remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature. The company maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. The company also promotes professional behavior and respectful treatment of all employees.

Leading by Example
The professional tone for the company is the organisation's directors and senior management. The words and actions of the organisation's leaders convey what is acceptable behavior and what is not. The company's directors and senior management must constantly reinforce through their actions and behavior that RAM Informatics' stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.

Prompt Legal Compliance
The Company's policy is to comply with all applicable Laws and Regulations. Ensuring Legal and Regulatory compliance is the responsibility of the Chief Executives of the Businesses and the Divisional Management Committees. Unlawful practices damaging the reputation of the company shall be avoided. Divisional Management Committees must satisfy themselves that sound and adequate arrangements exist to ensure that they comply with the legal and regulatory requirements. The impact of the developments in the legal world is to be constantly identified. If any Law is not clear, the Company's Legal Department shall be consulted for advice.

Health and Safety
The Company attaches great importance to a healthy and safe work environment. Good physical Quality working conditions, high standards of hygiene and housekeeping shall be ensured. Particular attention should be paid to training of employees.

Conflict of Interest - Avoidance
All directors and senior management must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate.

Personal Conduct
All directors and senior management have the obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct through adherence to the following:

Transparency
Except where the nature of the business entails confidentiality, the conduct of business in the company shall be totally transparent. It shall also be ensured that the areas of operation are open to audit and conduct of activities is totally auditable. Care is to be taken that more than one manager is involved in key decisions. The said transparency may be brought about through suitable policies, systems and processes, involving an appropriate segregation of duties and tiered approval mechanism.

Confidential Information - Protection
The confidential information gained in the course of employment shall not be used by Senior management or Directors for personal gain or for the advantage of any other person. Also information can be provided to press only on the basis of an approved policy.

Company Facilities
No Director or Senior Management shall misuse Company's facilities. However, such facilities may be provided for personal use either by policy or specific permission. It is to be ensured that the costs incurred for company's facilities are reasonable and there is no wastage. Ostentation in Company expenditure shall be avoided.

The word 'Senior Management' shall mean personnel of the company who are members of its core management team and this would comprise all members of management one level below the executive directors, including all functional heads.

Any waiver of any provision of this Code of Conduct for a director or senior management must be placed for approval before the Company's Board of Directors.

This Code of Conduct was adopted by the Board of Directors of the Company on 31.10.2005