1. To ensure that Oil & Gas Development Company Limited (the Company) conducts and is seen to conduct its operations in accordance with highest business ethical consideration complying with all statutory regulations and universally accepted standards of a good corporate citizen. The Company’s core values are Merit, Integrity, Team Work, Safety, Dedication and Innovation. It is towards this end of fostering the core values in the Corporate culture of the Company that the Company has adopted this Code of Conduct (the Code).

2. In compliance with the requirements of clause No. v (a) of the Code of Corporate Governance, this Code applies to all Directors and Employees of the Company.

3. The Code implies as follows:

3.1 The Directors and employees of the Company seek to protect the Company's assets and to ensure that the Company's assets and services are used solely for legitimate business purposes of the Company. The use of Company’s funds for political contributions to any organization or to any candidate for public office is prohibited.

3.2 The Company must make and keep books and records that accurately and fairly reflect the Company’s transactions and the disposition of its assets in accordance with Generally Accepted Accounting Principles (GAAP) and applicable laws & regulations.

3.3 Any accounting adjustments that materially depart from GAAP must be reported to the Audit Committee of the Board, Board of Directors and the Company’s statutory auditors. In addition, any off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of the Company with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components or revenues or expenses must also be disclosed to the Audit Committee of the Board, Board of Directors and the Company’s statutory auditors.

3.4 The Directors and employees adhere in letter and spirit to all laws and conform to the accepted standards of good corporate governance and avoid conflict of interest. The conflict of interest, if any real or perceived including potential conflicts must be notified to Company in writing immediately. (A conflict of interest may arise when a Director or an employee is in a position to influence a decision or situation that may result in personal gain for such employee or the employee’s family or friends at the expense of the Company or its customers).

3.5 The Directors and Employees shall not place themselves in a position where their loyalty to the Company becomes divided for any reason including their direct or indirect financial interest in a competitor, supplier, consultant or customer.

3.6 The Company respects the interests of all the stakeholders and enters into transparent and fairly negotiated contracts. It will do business with customers and suppliers of sound business character and reputation only. All business dealings by the Company with third parties shall be on an arm’s length and commercial basis.

3.7 The Directors and employees reject corruption in all forms – direct, indirect, public or private and do not directly or indirectly engage in bribery, kick-backs, payoffs, or any other corrupt business practices. No employee of the Company shall accept any funds, loans, favours or other assets (including those provided as preferential treatment) to obtain business from the Company or that might tend to influence an employee’s business decisions. Acceptance of any gift will be subject to Company’s Policy.

3.8 In the course of their normal business duties, employees may be offered entertainment such as lunch, dinner, theatre, a sporting event and the like. Accepting these offers is appropriate if those are reasonable and occur in the course of a meeting or on an occasion the purpose of which is to hold bona fide business discussions or to foster better business relations. Employees should not accept tickets or invitations to entertainment when the prospective host will not be present at the event with the employee.\

3.9 Employees may offer tips of hospitality of a customary amount or value for routine services or exchange of customary reciprocal courtesies to prompt general business goodwill provided it does not influence business decisions or dealings of the Company.

3.10 The Company respects the privacy of data relating to individual persons (whether employees or third parties) which it may hold or handle as part of its information processing activities or otherwise. Employees maintain confidentiality of the Company’s and its customers’ confidential information which is disclosed to them.

3.11 The Directors and Employees may not take advantage of the Company’s information or property, or their position with the Company, to develop inappropriate personal gains or opportunities.

3.12 The Company is an equal opportunity employer and does not discriminate on the basis of sex, colour, religion or creed.

3.13 Employees may offer tips, gratuity or hospitality of a customary amount or value for routine services or courtesies received as per Company policy.

3.14 If an employee becomes aware that another employee has violated this Code, he or she is obligated to report that violation to the Company.

4.1 All Directors and Employees of the Company and its subsidiary / subsidiaries are responsible for the continuing enforcement and compliance of this Code. If any employee has any question about any part of this Code, he or she should direct such question to his or her immediate supervisor or to the Executive Director (Human Resources) or to the Company Secretary. Non-compliance with this Code will result in disciplinary action as per rules of the Company.

4.2 Good faith reports of the violations will be promptly and thoroughly investigated. All employees must cooperate in the investigation of reported violations.

4.3 The Investigating Officer will not, to the extent practical and appropriate under the circumstances, disclose the identity of anyone who reports a suspected violation or who participates in the investigation.

4.4 The Company does not permit retaliation against an employee who in good faith seeks advice or reports misconduct. Retaliation in any form against an individual who in good faith reports a violation of this Code or the law, even if the report is mistaken, or who assists in the investigation of a reported violation, is itself a serious violation of this Code. Anyone who engages in retaliation will be subject to disciplinary action, including termination from the service of the Company.