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Code of conduct for Directors and Senior Management

1. Introduction

This code of conduct applies to:
  1. The directors of Madhya Bharat Papers Limited (Company) which means theExecutive Director (Whole time) and Non Executive Directors.
  2. Personnel of the Company who are members of its core management teamexcluding the Board of Directors. It will also apply to all members ofmanagement one level below the executive directors including all functionalheads hereinafter collectively referred to as Senior Executives; and
  3. Any other employee or officer of the Company who has the opportunity tomaterially influence the integrity, strategy and operation of the business andfinancial performance of the Company.

2. Purpose

The purpose of this code of conduct is to:
  1. Articulate the high standards of honesty, integrity, ethical and law abidingbehavior expected of Directors and Senior Executives;
  2. Encourage the observance of those standards to protect and promote theinterests of shareholders and other stakeholders (including employees,customers, suppliers and creditors);
  3. Guide directors and Senior Executives as to the practices necessary tomaintain confidence in the Company's integrity & reputation;
  4. Set out the responsibility and accountability of Directors and SeniorExecutives to report and investigate any reported violations of this code orany other unethical or unlawful behaviour;
  5. Ensure that the business practices of the Company create a high level ofconfidence amongst its stakeholders;
  6. Comply with the provisions of Clause 49 of the Listing Agreement with StockExchanges.

3. Honesty and Integrity

  1. The Directors and senior executives shall act honestly and with integrity in allof their dealings for the company.
  2. The Directors and senior executives will not discriminate on the grounds of aperson's race, religion, gender, marital status or disability.
  3. Directors and senior executives will not make promises or commitments thatthe Company does not intend, or would be unable to honour.
  4. Directors and senior executives shall adhere to the truth and they should notmislead directly or indirectly nor make false statements, nor mislead byomission.

4. Personal Transactions

  1. Directors' and senior executives' personal or other business dealings will bekept separate from their dealings as a director or employee of the Company.
  2. Directors and senior executives shall not use the name of the Company tofurther any personal or other business transaction unrelated to the Company.
  3. Directors and senior executives shall use goods, services and facilitiesprovided to them by the Company, strictly in accordance with the terms onwhich they are provided.

5. Confidentiality of Information

  1. Whole time Directors, Non Executive Directors and Senior Executives will ensure that confidential information relating to customers, employees and Company’s operations to the extent available to the whole time Directors / Non Executive Directors / Senior Executives is not given in third parties, except to the extent necessary for the Company’s business, without the consent of the Company.
  2. Directors and senior executives will not use company information obtained by them for personal gain financial or otherwise, nor will that information be used to obtain financial or other benefits for any other person or business.
  3. Directors and senior executives shall respect the privacy of others.

6. Disclosure of Interests

  1. Directors and senior executives shall fully disclose active private or other business interests promptly and any other matters which may lead to potential or actual conflicts of interest with the Company in accordance with such policies that the Directors may adopt from time to time.
  2. Directors’ and senior executives' dealings with the Company must always be at arms length to avoid the possibility of actual or potential conflict of interest.

7. Protection and proper use of assets

  1. The Company expects each Whole time Director, Non Executive Director and Senior Executives to use all reasonable endeavours for protecting Company assets placed under their control / supervision (including human assets) and to ensure their efficient use.
  2. A director or Senior Executive may only use a Company asset (for example, a product, vehicle, computer or money) for legitimate business purposes.
  3. Each Whole time Director, Non Executive Director and Senior Executives must immediately report any suspected fraud or theft of the Company asset over which they have supervisory control, for investigation.

8. Compliance with laws, regulations, policies and procedures

Each director and Senior Executive must:
  1. Comply with the letter and spirit of any applicable law, rule or regulation;
  2. Cmply with the protocols, policies and procedures of the Company, including its corporate code of conduct and code of conduct to prevent insider trading ; and
  3. Encourage other officers and employees to do the same.

9. Reporting of any illegal or unethical behavior

Directors and senior executives are encouraged to promptly contact the Chairman of the Board or the Managing Director or the Compliance Officer if any director believes that he or she has observed illegal or unethical behavior by any employee, officer, or director, or by anyone purporting to be acting on Company’s behalf. Any such reports may be made anonymously. Confidentiality will be maintained, to the extent permitted by law. Directors and senior executives shall ensure that no adverse action is taken against any employee or other individual for reporting any illegal or unethical behavior in good faith.

10. Payments, Gifts, Entertainment and Travel

Directors and senior executives shall not use their status to seek personal gain from those doing business or seeking to do business with the Company nor shall accept any personal gain, if offered.

11. Disciplinary Action

Directors and senior executives are subject to disciplinary action for violations of this Code of Conduct. Subject to and in accordance with the Company’s bylaws, the Board of Directors shall determine the appropriate disciplinary action for violations of this Code of Conduct.

12. Waivers and Modifications

Waivers of this Code of Conduct will be given only when determined to be appropriate under the circumstances and in accordance with applicable law, and only upon approval by the Board of Directors or an authorized committee thereof. All such waivers will be disclosed to shareholders and the public as and when required by applicable law or regulation. Subject to the foregoing, this Code of Conduct is subject to modification by the Board of Directors at any time in order to ensure continued compliance with applicable laws, rules and regulations or to meet any changed circumstances.

13. Annual Compliance Reporting

In terms of Clause 49 of the Listing Agreement, All Directors and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year in the proforma enclosed as Appendix I to this Code. The Annual Compliance Report shall be forwarded to the Company Secretary.

14. Acknowledgement of Receipt of the Code

All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form annexed to this Code vide Appendix II and forward the same to the Company Secretary.

15. GENERAL

Every Director shall perform his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, in a manner he reasonably believes to be in Company's best interests, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

The procedure provides for periodical information to the Directors to ensure that everything is in order, particularly regarding any deviation from the Code of Conduct by any concerned person.