CODE OF CONDUCT

VISHAL PAPERTECH (INDIA) LTD.

Code of Conduct for the members of Board of Directors and Senior Management Personnel of Vishal Papertech (India) Limited

APPLICABILITY:

This Code of Conduct applies to all directors on the Board of Vishal Papertech (India) Limited hereinafter referred to as „VPIL‟ or the „Company‟, senior management i.e. CEO, Company Secretary, heads of department and all the functional heads of the Company. This Code has been framed specifically in compliance with the provisions of the Listing Agreement entered into by the Company with the Stock Exchanges.

DEFINITIONS AND INTERPRETATION

The term “Board / Board of Directors” shall mean the Board of Directors of the Company.

- The term “Board Members” shall mean the Members on the Board of Directors of the Company.

- The term “Whole-time Directors” shall mean the Board Members who are in whole time employment of the Company. The term “Non-Whole-time Directors” shall mean the Board Members who are not in whole time employment of the Company.

- The term “Senior Management Personnel” shall mean employees of the company who are members of its‟ core management team excluding Board of Directors and would comprise all Vice President, General Managers and all functional heads.

- The term “Relative” shall mean „relative‟ as defined in Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956.

- The term “Conflict of Interest” means where the interests or benefits of one person or entity conflict with the interests or benefits of the company.

- In this Code, words importing masculine shall include feminine and words importing Singular shall include plural or vice versa.