MANSINGH HOTELS & RESORTS LIMITED (MHRL) CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

Mansingh Hotels and Resorts Ltd. (MHRL) (Formerly"Indo Continental Hotels & Resorts Ltd.") is committed to maintain sound standards of Business Conduct and Corporate Governance.

The Board of Directors (in short "Board") and the Senior Management of MHRL undertake to abide by following Code of Conduct (in short "Code" ) adopted by the Board and affirm compliance with the Code.

At present, overall contents of this Code are in practice, being already followed by the Directors and the Senior management, however in compliance with the Clause 49 of the Listing Agreement, the Code as set out below, is to take effect from the 27th Day of April, 2007.

The Code is applicable to all the members of the Board of Directors and the Senior Management of the Company. Senior Management shall include all executive holding the positions of Executive Director/s (Non-Board Member/s), Presidents, Vice-President, General Manager, Company Secretary excluding Board of Directors. Such personnel shall hereinafter be treated as members of its core management team.

The Directors and the Senior Management are to exercise due diligence in attending to their respective duties and obligations in the best interest of the Company.

The Directors and the Senior Management are to be scrupulous in avoiding "conflict of interest" with the Company. The guiding norm is that any activity or situation involving conflict or potential conflict of interest must be disclosed to the Board for appropriate action.

The Directors and the Senior Management are to ensure that their action/s in the conduct of business are transparent except where the confidentiality of the business requires otherwise. Such transparency shall be brought through appropriate policies, procedures and maintaining supporting and proper records.

The Directors and the Senior Management are to take action/s in accordance with the accepted standards of personnel and professional integrity, ethics, honesty, in good faith and in the best interest of the Company.

The Directors and the Senior Management are to ensure that the Company comes out its business as per accepted practices of business integrity, ethical standards, fair play and conduct, honesty , legitimately and as a fair competitor.

They are to ensure that there is a gender friendly work place, equal opportunities are given to men and women under good employment practices.

The Directors and the Senior Management are to endeavor that the products/ services of the Company, meet the accepted standards of quality and also the specifications of the legal authorities so that customer satisfaction is ensured. Moreover costs are kept reasonable.

The Directors and the Senior Management are to ensure to protect Company's assets and properties and the same should be used only for legitimate purposes.

The Directors and the Senior Management are to ensure that they and/or the concerned employees do not disclose or use any confidential information gained in the course of their employment/ holding the position in the Company for personal profits or future advantage of any other person/s.

The Directors and the Senior Management shall ensure compliance with all the applicable laws, rules and regulation etc.

The Directors and the Senior Management are to endeavor that their dealing with the customers are given due importance, values is created and relationship of trust is built. In dealing with suppliers, it should be the endeavor that suppliers are based on need, quality, services, price and appropriate terms and conditions.

They are to ensure that the rights of shareholders and fixed depositors are met as per law and good corporate practices and all efforts are made to provide best services to them.

The Directors and the Senior Management are to endeavor that the Company be a trusted corporate citizen and all efforts are made to provide best services to them.

Compliance with the Code of Conduct is an obligation. The Directors and the Senior Management are to ensure that this code is communicated to and understood and observed by all employees.

The Directors and the Senior Management shall affirm compliances with the Code on an annual basis.

The Board expects employees to bring their attention or to that of Senior Management any breach or suspected breach of this Code.

Compliance with the Code is subject to the review by the Board and complemented by Audit Committee of the Board. Any modification, amendments or review of this Code shall be done by the Board.