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TCPL Packaging Ltd. (formerly Twenty-First Century Printers Ltd.) is committed to the highest standards of corporate governance in all its activities and business.

The Board of Directors has adopted this "Code of Conduct for Board Members and Senior Management Executives" (the Code) on 26th October 2005. This Code will be effective from 31st December 2005.

Applicability

The Code is applicable to all the Directors of the Company and Executives of the Company in the grade of Vice Presidents, General Managers and Functional Heads (Sr.Management Executives). It shall also be applicable to such other employees of the Company as may be designated as the Members of Sr.Management for the purpose for this Code by the Managing Director.

Code of Conduct

It shall be the first and foremost duty of every Director and Sr.Management Executive to uphold interests of the Company and its stakeholders and to endeavour to fulfill all the fiduciary obligations towards them.

The Directors and Sr.Management Executives shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.

Guidelines for Conduct

The Directors and Senior Management Executives shall

• Act within the authority conferred upon them.
• Exercise independent judgement on issues of strategy, performance and policy
  matters.
• Dedicate sufficient time and attention to the Company's business to ensure
  diligent performance of their duties.
  

The Directors and Senior Management Executives shall endeavour to attend all the meetings of the Board and its Committees of which they are members or invitees and actively participate in the discussion and decision making at the meetings.

Not to participate in any meeting, in any discussion or vote on any matter related to a counter party in which he is interested as a Director.

Legal Compliance

The Directors and Senior Management Executives shall comply with the applicable laws, rules and regulations and comply with policies, rules and regulations of the Company, as may be applicable to them.

Avoid Conflict of Interest

The Directors and Senior Management Executives shall disclose any personal interest (financial or otherwise) in any mater relating to the business of the Company to the Board of Directors of the Company ("the Board") and protect Company's assets and resources (including information and intellectual property rights) and shall use the same only for the Company's business and not for personal gain/advantage.

The Directors and Senior Management Executives shall not exploit, for their personal gain, opportunities that are discovered by or through the Company and shall not divert to their own advantage any business opportunity that the Company is in pursuit.

The Directors shall not be on the Board of Competitors of TCPL.

The Senior Management Executives shall not hold any position or job or be on the Board of in any other Company without approval of the Managing Director.

Gifts

TCPL considers the giving and receiving of gifts, complimentaries, favours or entertainment as inherently compromising unless they are of reasonable value (i.e. not extravagant) under the circumstances. This means they must have a valid business purpose and the same are appropriate as to time, place and kind; are infrequent in occurrence; do not influence or give the appearance of influencing the recipient; and are not likely to be viewed as a bribe, kickback or payoff. However, gifts of money shall never be accepted or given.

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