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CODE OF CONDUCT

NEED AND OBJECTIVE OF THE CODE:

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, prescribes, as part of Corporate Governance, listed Company to lay down a Code of Conduct for Directors and its Senior Management. Senior Management has been defined to include personnel who are members of its core management team and one level below the Executive Directors including all functional heads, excluding the Board of Directors.

Accordingly, the Company has framed this Code for its Directors and Vice Presidents of the Company and functional heads of departments. (For the sake of easy reference and brevity, Vice President and Functional heads have been hereinafter collectively referred to as Senior Management Personnel (“SMP”).

1.	The Company believes in :
	.1.	‘honesty, integrity and fairness’ should be the basis of all transactions internally and externally.
	.2.	being fair to all stakeholders.
	.3.	being customer centered and continuously improving service to customers.
	.4.	being fair in all statutory and non-statutory disclosures and whilst dealing with media and regulatory agencies.
	.5.	in providing accurate and timely financial and other relevant and material information to the regulatory and other authorities, it’s shareholders and other concerned stakeholders as required by laws, rules and regulations.
	.6.	complying with laws, rules and regulation both in letter and spirit.
	.7.	in safeguarding both the tangible and intangible assets of the Company.
	.8.	Directors and SMP avoiding any conflict of interest and making complete and full disclosure of the same to the prescribed levels in the Company.
	.9.	Directors and SMP preserving confidentiality of both propriety and financial information which is not or until it is in public domain.
	.10.	providing equal opportunity to all employees without any bias based on caste, colour, creed or sex in their employment conditions, performance evaluation and development.
	.11.	encouraging SMP in discharging social responsibility by becoming members of NGOs, especially trade and industry organizations.
	.12.	discharging its social responsibility especially in caring for the ‘environment’ and safety e.g. by continuously taking steps for reducing consumption of ‘energy and water’ including use of energy saving devices, and dealing with storage, use and disposal of hazardous materials.
	.13.	normally avoiding political alignment.
	.14.	not making payments which would be considered as illegal
		and
	.15.	adopting and complying with good corporate governance practices especially those mandated or recommended by regulatory authorities.
2.1	CONFLICT OF INTEREST
	.1.	a director shall disclose to the Board his interest in any transaction in which he or his relative is directly or indirectly interested and shall normally avoid any transaction involving conflict of interest.
	.2.	a director shall disclose to the Board if any of his relative is employed or to be employed by the Company.
	.3.	an officer of the Company who is member of the SMP shall disclose the above information to the Managing Director and the transaction or employment shall be subject to the written consent of the Managing Director.
	.4.	an officer one level below the SMP will disclose the above information to his immediate senior and the transaction or employment shall be subject to the written consent of the said senior. The said senior shall inform the Managing Director of the consent given who has the implied authority of revoking the same within three weeks of being informed in writing.
2.2	Conflict of interest is deemed even in transactions with or investment in or having financial interest in a customer, supplier or a competitor even if the customer, supplier or a competitor is a listed Company or it’s subsidiary. For this purpose, “financial interest” would mean holding 1% or more interest in the listed entity.
2.3	In the case of any other transaction or situation giving rise to conflict of interest, the Board shall be the sole arbiter to approve the transaction.
2.4	Normally, transactions with ‘relatives’ (defined below) and ‘related parties’ (as defined under Accounting Standard-18), and ‘employment of relatives’ should be avoided.
2.5	Transactions with ‘relatives’ and ‘related parties’ are required to be disclosed in financial statements.
2.6	The following are covered by the definition of ‘relative’: Spouse Father Mother (including step-mother) Son (including step-son) Son’s wife Daughter (including step-daughter) Father’s father Father’s mother Mother’s mother Mother’s father Son’s son Son’s son’s wife Son’s daughter Son’s Daughter’s husband Daughter’s husband Daughter’s son Daughter’s son’s wife Daughter’s daughter Daughter’s daughter’s husband Brother (including step-brother) Brother’s wife Sister (including step-sister) Sister’s husband
2.7	Directors and SMP shall not give or accept gifts from past, present or prospective customers or suppliers except offering or accepting nominal gifts which are customarily given or taken on festivals, commemorative or special events.
2.8	SMP owe a duty to the Company to advance Company’s legitimate interests when business opportunities arise.
2.9	SMP are prohibited from:
	1.	personally availing of opportunities that properly belong to the Company or are based on linked to the use of Company’s property, information or position;
	2.	using corporate property, information or position for personal gain;
	3.	directly or indirectly competing with the Company;
	4.	soliciting, demanding, accepting or agreeing to accept anything of value from any person transacting business with the Company or seeking employment in the Company;
	5.	acting on behalf of the Company in any transaction in which they or their relative has a significant direct or indirect financial interest;
3.0.	PERSONNEL
3.1.	No employee of the Company shall without the consent in writing of the Managing Director : .1. have dual employment .2. act as a consultant or an advisor .3. be a director of a company .4. be a partner in a firm .5. become an active member of an NGO or trade body or association for example, chamber of commerce.
3.2.	No director or employee of the Company shall divulge or discuss without permission of the concerned authority any information pertaining to the Company’s operations especially dealings with customers and suppliers unless the information is in ‘public domain’. In case there exist agreements with third parties regarding confidentiality of information such confidential information shall be handled in accordance with the terms and conditions of such agreements.
3.3	All confidential information must be used for Company’s business purposes only. This responsibility includes not disclosing the Company’s confidential information such as information regarding the Company's products or business over Internet.
3.4	This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with Company's policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Company has rightfully received under non-disclosure agreements.
3.5	The Company's confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Company and commercial, legal, scientific, technical data that are either provided to or made available to SMP by the Company to facilitate their work or that they are able to know or obtain access by virtue of their position in the Company. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws.
3.6.	Employee policies and practices shall be devised and implemented as to provide equal opportunities based on level of operations and merit.
3.7.	All terminations for misconduct etc shall be in compliance with the relevant laws and rules and regulations.
3.8.	Directors and SMP shall devise mode and methods to ensure compliance with applicable laws, rules and regulations and Board shall assign responsibility of compliance with laws to specific members of SMP.
3.9.	On discovering non-compliance, steps to comply shall be taken after taking proper legal advice and through the Managing Director, the Board of Directors will be informed of ‘non-compliance’ and the consequences of non-compliance.
3.10.	SMP shall cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to it’s confidential information. All government requests for information, documents or investigative interviews must be referred to the authorised personnel. No financial information must be disclosed without prior approval of the authorised personnel.
3.11.	SMP whose work requires lobbying or communicating with any member or employee of a legislative body or with any official of the government or semi-government authorities must be authorized to do so.
3.12.	Every employee of the Company shall ensure, at all times, the integrity of data or information furnished by him or her to the Company.
4.	INSIDER TRADING
4.1	The Company has a detailed Code dealing with ‘insider trading’.
4.2	All Directors, SMP and other covered by the Code, shall strictly adhere to the said ‘Code’.
4.3	A copy of the code has already been circulated to concerned SMP, Directors and others covered by the Code.
5.	HUHTAMAKI AND GROUP COMPANIES.
5.1	Commercial dealings with Huhtamaki and group companies are preferred and shall be based on the principle of ‘arm’s length’.
5.2	Knowledge and human resources can be shared with group companies to improve Company’s business operations and increase ‘shareholder value’.
6.	GOOD CORPORATE GOVERNANCE PRACTICES
	Every Director of the Company should adhere to the following in their day- to day working so as to ensure compliance with good Corporate Governance practices.
	(a)	DO’s
	1.	attend Board meetings regularly and participate in the deliberations and discussions effectively.
	2.	study the Board papers thoroughly and enquire about follow-up reports on definite time schedule.
	3.	involve themselves in the matter of formulation of general policies and also ensure that the policies are implemented.
	4.	be familiar with the broad objectives of the Company, the policies laid down by the Government and various laws and legislations.
	5.	make constructive suggestions for the better management of the Company
	6.	work as a team.
	7.	guide and assist the management in the discharge of management’s responsibility to the public and stakeholders and in formulation of measures to improve customer service
	8.	ensure confidentiality of the Company’s agenda papers, notes and minutes.
	9.	treat all stakeholders with respect and attend to their grievances effectively and expeditiously especially, the shareholders.
	(b)	DON’Ts
	1.	directors should not involve in any matter relating to personnel administration, viz. appointment, sponsoring or transfer, posting, promotion and redressal of individual grievances of any employee.
	2.	directors other than ‘managing director’ and ‘whole time directors’ should not interfere in the day-to-day functioning of the Company.
	3.	should not participate in the Board discussion if it is a proposal in which they are directly or indirectly interested. They should disclose their interest well in advance to the Board of Directors.
	4.	should not directly call for papers, files, notes recorded by various departments for scrutiny etc. in respect of agenda items to be discussed in the meetings. All requests for information should be communicated to the Managing Director. All information or clarification required for taking a decision should be made available to the directors.
	5.	should not to do anything, which will interfere with and / or be subversive of maintenance of discipline, good conduct and integrity of the staff.
7.	REPORTING CONCERNS
	Every employee of the Company shall promptly report to the management any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his / her or any other group company.
8.	WAIVERS
	Any waiver of any provision of this Code of Conduct for a member of the Company’s Board of Directors or Vice President, functional heads of the Company must be approved in writing by the Board of Directors of the Company and be promptly disclosed.
9.	DISCIPLINARY ACTIONS
	Action against the person violating this code shall be conducted according to law and shall be under the supervision of the Board of Directors.
10.	Company’s Spokespersons:
	Specific policies are established regarding who may communicate information to the press and to the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the concerned functional head of the Company. The Company has designated its Managing Director / CFO / Controllers / Company Secretary as official Company spokespersons for financial matters. The Company has designated Executive Directors / concerned SMP as spokespersons for disseminating information on marketing, technical and other functional areas.