Synopsis

TPL PLASTECH LTD (Formerly Tainwala Polycontainers Limited) ("Company") has a long-standing commitment to compliance with applicable laws and regulations and to operating in accordance with the highest standards of business conduct. The directors of the Company adopt this Code of Conduct (the "Directors' Code") to assist directors in fulfilling their duties to the Company since the directors are entrusted with responsibility to oversee management of the business and affairs of the Company.

As the Company's policy-makers, the directors set the standard of conduct for all directors.

Guidelines For Conduct

Each director should endeavor to use due care in the performance of his/her duties, be loyal to the Company and act in good faith, prudence and in a manner the director reasonably believes to be in or not opposed to the best interests of the Company.

In line with this, a director should :

• Devote time in preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries.
• Use reasonable efforts to attend the meetings of the Board and Committee/s thereof regularly.
• Dedicate sufficient time, energy and attention to the Company to achieve diligent performance of his/her duties.
• Act in the best interests of, and fulfill their fiduciary obligations to company's shareholders.
• Be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company's Memorandum of Association, Articles of Association and Corporate Governance guidelines.
• Share with fellow directors any information that may be appropriate for better and proper conduct of the business of the Company and it's Board of Directors.
• Disclose potential conflicts and areas of interest, as applicable and required under law.
• Comply with all applicable laws, regulations, confidentiality obligations and Corporate Policies.

General Principles Governing the Conduct

Conflicts of Interest

Directors are expected to offer their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests and independent of outside influences.

A conflict of interest arises when one's private interests interfere in any way, or even appear to interfere, with the interests of the Company and thus situation of conflict can arise when a director takes actions or has interests that make it difficult to perform his/her duties for the Company objectively and effectively. A director's obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships.

A director who has an actual or potential conflict of interest, including any of the situations described above, must disclose to the Board (1) the existence and nature of the actual or potential conflict of interest and (2) all facts known to him/her regarding the transaction that may be material to a judgment about whether to proceed with the transaction. The director may proceed with the transaction only after receiving approval from the Board.

Company Property

Directors have a responsibility to safeguard and properly use Company's assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company's assets, including Company's equipment, materials, resources and proprietary information, must be used for Company's business purposes only.

Confidential Information

Directors shall maintain the complete confidentiality of all information entrusted to them by the Company. The Company's confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the director or any person other than the Company.

Fair Dealing

Directors should endeavor to deal fairly with the Company's Customers, Suppliers, Competitors and Employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Compliance With Laws and Regulations

The Company and the Board of Directors are committed to compliance with those acts, rules and regulations that govern the conduct of the business of the Company.

Securities Laws

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Board of India, the Stock Exchange, Registrar of Companies and in all other public communications made by the Company. Directors must abide by applicable Company policies and procedures designed to promote compliance with this policy.

Insider Trading

Directors are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material Unpublished Price Sensitive Information. Accordingly they are required to adhere to and abide by the applicable statutory provisions and are also subject to additional requirements relating to reporting and effecting transactions in Company's securities.

Competition Laws

While the Company competes vigorously and creatively in its business activities, its efforts in the marketplace must be conducted in accordance with all applicable Competition Act and Regulations. Directors should not engage in any activity in violation of applicable Competition Act.

Waiver And Non-Compliance

Any waiver or Non Compliance of this Directors' Code must be approved by the Board of Directors and publicly disclosed as required by law or regulation.

Disclosure

The Directors of the Company shall affirm the compliance with the Code on an annual basis.

Applicability of the Code

This Code of Conduct (Code) applies to the Company Secretary and the Executives in senior management of the Company viz. all the persons of the rank of Manager and above including the consultants in their capacity as such whether engaged on full time or part time basis.

TPL Plastech Limited (Formerly Tainwala Polycontainers Limited), ("the Company") is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Executive in 'Senior Management' of the Company is expected to comply with the provisions of this Code.

The Executives in 'Senior Management' of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a congenial work environment.

This code does not attempt to describe all potential problem areas that could develop, but some of the more common problems are described below:

Guidelines for Conduct

An Executive in 'Senior Management' of the Company must act honestly, fairly, ethically, and responsibly. He/She should be loyal to the Company and act with integrity and in good faith. Each Executive in senior management of the Company should seek to use due care in the performance of his/her duties in the best interests of the company as a whole. He/She should act with competence and diligence, without allowing their independent judgment to be subordinated. A Executive in senior management of the Company has an obligation, at all times, to comply with the law and of the principles of this Code.

An Executive in 'Senior Management' of the Company should :

• Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries.
• Seek to comply with all Corporate Policies.
• Act in the best interests of, and fulfill their fiduciary obligations to, Company's shareholders.
• Conduct themselves in a professional, courteous and respectful manner.
• Comply with all applicable laws, rules and regulations.
• Act in a manner to enhance and maintain the reputation of the Company.
• Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as an Executive, except when authorized or legally required to disclose such information.
• Not use confidential information acquired in the course of their service as Executive in senior management of the Company for their personal advantage.

Corporate Business Opportunities

A corporate business opportunity is an opportunity :

• In the Company's line of business or proposed expansion or diversification.
• Which the Company is financially able to undertake.
• Which may be of interest to the Company.

An Executive in 'Senior Management' of the Company who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the higher authority/ies. If such higher authority determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the Executive participate in it, provided that the Executive in senior management of the Company has not wrongfully utilized the Company's resources in order to acquire the opportunity.

Executives in 'Senior Management' of the Company owe a duty to the Company to advance the Company's interests when the opportunity to do so arises. Executives in senior management of the Company may not:

• Take for themselves personally opportunities that are discovered through the use of Company's property or information or through his/her position.
• Use the Company's property or information or the position for personal gain.
• Compete with the Company, directly or indirectly, for business opportunities that the Company is pursuing.

Honest and Ethical Conduct

Executives in 'Senior Management' of the Company shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but also at company sponsored business, social events as well as any places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.

Confidentiality

Executives in 'Senior Management' of the Company shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

Fair Dealing

Executives in 'Senior Management' of the Company should deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

Protection and Proper Use of Company's Assets

All Executives in 'Senior Management' of the Company should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes.

Compliance with Laws, Rules, and Regulations

Executives in 'Senior Management' of the Company shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without pre-clearance from the Company's compliance officer. Any Executive in senior management of the Company who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department of the Company before taking any action that may jeopardize the Company or that individual.

Compliance with Code of Conduct

If any Executive in 'Senior Management' of the Company who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Chairman or any designated person for the purpose. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation. All reported violations would be appropriately investigated.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the Executive in senior management of the Company. The Chairman or any designated person for this purpose shall determine appropriate action in response to violations of this Code of Ethics.

Interpretation of Code

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Chairman and the Chairman has the authority to waive compliance with this Code of business conduct for any Executive in senior management of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Chairman.

Disclosure

Executives in 'Senior Management' of the Company shall affirm the compliance with the code on annual basis. The Annual Report of the Company shall carry a declaration to this effect signed by the Whole Time Director and CFO of the company. Executives in senior management of the Company will annually sign a confirmation that they have read and will comply with this Code.