CONTENTS

• INTRODUCTION
• APPLICABILITY
• FAIR DEALING
• BUSINESS ACCOUNTING PRACTICES
• CONFLICTS OF INTEREST
• POLITICAL CONTRIBUTIONS
• TRADING IN COMPANYS' SECURITIES
• COMPLIANCE WITH LAW
• CONFIDENTIAL AND PROPRIETARY INFORMATION
• EQUAL OPPORTUNITY/WORKPLACE HARASSMENT
• MAIL POLICY (Applicable only to Senior Managers) & Executive Directors
• INTELLECTUAL RIGHTS (Applicable only to Senior Managers)
• WAIVERS
• COMPLIANCE OF CODE OF CONDUCT
• ACKNOWLEDGEMENT

This document is the statement of Code of Conduct ("Code") of UTV Software Communications Limited ("Company"). The Code is prescribed to ensure that the conduct of the affairs of the Company is carried out in compliance with all applicable laws and regulations. Observing highest levels of ethics, integrity, honesty, forthrightness and fairness.

The Company expects each Director and Senior managers of the Company to perform his/her duties in full compliance of this Code.

All Director and Senior managers of the Company as at 30^th December 2005 are bound bythis Code upon communication of this document by electronic medium. All Directors and Senior managers who join the Company after 30^th December, 2005 are bound bythe same upon intimation by the company to them.

This Code is applicable to:

The Directors, both executive and non-executive Directors.

Senior managers meaning Senior Management team comprising of members of the category of General Manager and above, including all functional heads.

All the Directors and Senior managers will endeavor to deal fairly and honestly with other persons and entities in carrying out their duties as Directors and Senior managers and in all dealings in relation to Company.

The maintenance of accurate books and records is a fundamental protection of the interests of the shareholders of the Company. Moreover it is essential that accurate and proper records of all financial transactions of the Company be maintained to safeguard Company's relationship with governmental agencies it's contracted personnel suppliers and customers. Accordingly all Directors ( to the extent applicable) and Senior managers shall ensure that:

All financial transactions of the Company and all assets of the Company are recorded and maintained in accordance with generally accepted accounting norms and principles.

1. No assets of the Company is used for any purpose other than the intended purpose for which the said asset was acquired/developed.
   
2. No undisclosed or unrecorded fund or asset of the Company is established for any purpose.
   
3. No misleading entries are made in the books and records of the Company for any reason.
   
4. No misleading entries/adjustment/non disclosure has been made in any management information reports submitted by him/her to the Board of his/her superiors with the intension of camouflaging the actual position.
   
5. No payment on behalf of the Company is approved/made without adequate supporting documentation or with the intention of understanding that any part of such payment is to be used for any purpose other than described by the documents supporting the payment.
   

All Directors and Senior managers members have a fiduciary dutyto the Company. As a general rule, Director and Senior managers shall not misuse his/her position with the Company or his/her knowledge of the Companies affairs/businesses to obtain personal gain, whether direct or indirect. They have a dutyto avoid situations where their loyalties maybe divided between Company interests and their own. They should even avoid any appearance of such a conflict of interest.

Customary gifts of insignificant value can be accepted by the Directors/Senior Managers provided no preferential treatment or no appearance of preferential treatment is given. Directors/Senior Managers can provide gifts, entertainment, etc., charging such expenses to Company provided they are reasonable, consistent with applicable laws, are properly authorized and are not of significant value.

Every Director and Senior Manager will inform the Audit Committee of any situation that may involve or give the appearance of any conflict of interest. The Audit Committee is responsible for assessing any conflict of interest, reporting to the Board whether the situation assessed impacts the independence of a Director or Senior Manager and recommending the consequential action plan.

No funds or assets of the Company shall be used for political campaign/contributions. These provisions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fund raising events, or the furnishing of any other goods, services or equipment to political parties or committees.

The foregoing prohibitions shall apply only to the direct or indirect use of corporate funds or assets for political purposes and are not intended to discourage Director/Senior managers from making personal contributions to the candidates, parties or committees of their choice. Under no circumstances shall Directors/Senior Managers be reimbursed in any way for such personal contributions.

Trading in Company's securities is largely governed by the Insider Trading Policy of the Company, [hereinafter referred to as the Insider Code], formulated pursuant to the SEBI Insider Trading Regulations, 1992. The Compliance Officer provides communications in this area from time to time. When in possession of any unpublished price sensitive information, a Director/Senior manager should not deal in the securities of Company directly or indirectly and should act in the manner outlined and provided for in the Insider Code. The Compliance Officer will be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of “Price Sensitive Information”, pre-clearing of designated employees' and their dependents' trades, through their respective Division Heads, monitoring of trades and implementation of the Insider Code under the overall supervision of the Board.

All directors/senior managers shall comply with all applicable local laws, regulations and orders. In all cases, legal advice should be sought from Legal Department in any situation where the effect of such laws, regulations or orders are unknown or are subject to varying interpretations.

All Directors/Senior managers are responsible for protecting Company's confidential and proprietary information. No Director/Senior manager shall use for one's own benefits, directly or indirectly or reveals to any third party including press, any significant data or information not previously released to the public. Significant data/information includes any major contracts for goods and services, expenditure figures, business plans/strategies, legal disputes, any and all financial information, or any other significant decisions, plans or other affairs of the Company, trade secrets, research studies practices, processes, software, information on suppliers, competitors etc.

Access to information in the Company is strictly on need to know basis. Disclosure of information even to a fellow Director/Senior manager who does not need to know the same in discharge of his/her normal duties is violation of this Code.

Directors/Senior managers are also required to ensure no unintended disclosure of information is made. Examples of unintended disclosures include casual/corridor discussions, discussions at public places like hotels, bars etc. The discussions in these surroundings are prone to overhearing bythe third parties.

No Director/Senior manager, during his association with the Company is allowed to speak to/in the medial press, industry forums, public gatherings in relation to the Company /Media Industry without specific approval from Managing Director.

The Company strongly believes in and advocates equal opportunity for all Employees based on individual competence. No discrimination whether based on religious, cultural, marital status and such other considerations will be allowed. Company will seriously view any workplace harassment with ulterior motives including sexual harassment. Sexual harassment includes unwelcome sexual advances, request/coercion for sexual favors, verbal/physical conduct indicating sexual implications, etc.

The Company has established a policy with regard to access and disclosure of electronic mail messages created, sent or received bycompany using the Company's electronic mail system (Internal as well as external communication including but not limited to Internet mail). The Company expects every Senior manager to honor the policies set forth below and reserves the right to change them at any time as maybe required under the circumstances.

The e-mail system is provided to the Senior managers primarily for the conduct of business. It maybe used for incidental personal purposes. Sending, receiving or forwarding email messages of the nature of obscene pictures, jokes, screen savers, wall papers, cartoons, caricatures, executable files, chain letters, greeting cards are prohibited. Sending unsolicited mails to multiple recipients' amount to Spamming, which is considered to be violation of Privacy. Such mass mailing is discouraged. The e-mail system should not be used to solicit for any personal commercial ventures, religious or political causes, outside organizations or other non-job related solicitations. The e-mail system shall not be used to send (upload) or receive (download) copyrighted materials, trade secrets, proprietary financial information or similar materials without prior authorization.

The e-mail system hardware and software are Company property. Additionally all messages composed, sent, or received on the e-mail system are and remain the property of the Company. They are not the private property of any Senior manager.

The Company reserves and intends to exercise the right to review, audit, intercept, access, and disclose all messages created, received, or sent over the e-mail system for any purpose.

The access to Internet is provided bythe Company at certain levels solely at it's discretion and reserves the right to revoke the same without notice. Senior managers who are provided with internet access are expected to use the same only for the purpose of facilitating their respective job requirement. Visiting any sites of the following nature is strictly prohibited. : Sex /Pornography, Employment, Cookery, IRC (Chat), Bulletin Boards, Messengers /pagers, Jokes, Greeting card Gaming. Audio/Video playing sites. Any use of Messengers, Chat requires prior consent of the Managing Director and must be done purely for business purposes. The Company reserves the right to track the usage of Internet to check any misuse.

The Company recognizes and respects intellectual property rights of any creation and hence does not expect it's senior managers to directly or indirectly involve in any kind of intellectual property right violation.

The Company expects all it's Senior managers to protect Companies own intellectual properties, bring to the notice of concerned Officer of the Company any unauthorized use/violation of it's intellectual property of any nature.

The Company provides all necessary software required for all computers, computer propelled hardware / studio / postproduction facilities. Senior managers are not allowed to download/upload any software which is not paid for bythe Company into any of the Computers belonging to the Company.

It is not anticipated that waivers of this Code would be sought or appropriate. In the rare and unusual circumstances, any waiver of this Code shall be made only by the Board of Directors and must be promptly disclosed to the Board.

It is the duty and obligation of every Director and Senior managers person to comply with this Code and he/she shall acknowledge and affirm ongoing compliance with the code on an annual basis. Any violation of the code shall be reported to the Chairman of the Board and to the Compliance Officer of the Company. This Code shall be posted on the website of the Company.

The Directors and Senior managers personnel shall read and fully understand this Code and comply with the policies procedures and principles contained therein.