CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

1.1 This Code of Conduct (hereinafter referred to as "Code") shall be called "The Code of Conduct for Board Members and Senior Management Personnel" of Hindustan Photo Films Manufacturing Company Limited (hereinafter referred to as "the Company"). 

1.2 The subject Code has been framed specifically in compliance with the provisions of clause 49 of the Listing Agreement with the Stock exchanges.  

1.3 The  purpose  of  this  Code  is  to  enhance  further  an  ethical  and transparent process in managing the affairs of the Company.

1.4 It shall come into force with effect from the 21st day of December, 2005.

2.  DEFINITIONS & INTERPRETATIONS:
2.1 The term "Board Members" shall mean Whole-time & Part-time Directors in the Board of Directors of the Company.

2.2  The term "Part-time Director" shall mean Directors on the Board of Directors of the Company who are not in whole-time employment of the Company.

2.3  The  term  "Relative"  shall  have  the  same  meaning  as  defined  in  Section 6 of the Companies Act, 1956. (Refer Appendix-I).

2.4  The term "Senior Management Personnel" shall mean employees of the Company holding positions as Executive Director/ General Manager/ Deputy General Manager/ Head of Departments of Production, Engineering, Research & Development, Finance, HRD, Quality, Purchase, Marketing Unit, of the Company.

2.5  The term "Whole-time Director" shall  mean the Directors on the Board  of  Directors  of  the  Company  who  are  in  the  whole-time employment of the Company.

2.6  In this Code words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.



3.     APPLICABILITY:
3.1  This Code shall be applicable to the following persons:


a)  All Board Members of the Company.
b)  All Senior Management Personnel as defined in Clause 2.4 of this Code.


3.2  The whole-time Directors and Senior Management Personnel should continue to comply with other applicable/ to be applicable policies, rules and procedures of the Company. 

4.0  KEY REQUIREMENTS
The Board Members and Senior Management Personnel shall act within the authority conferred upon them and in the best interests of the company and observe the following Code of Conduct: 

a.  Shall  act  in  accordance  with  the  highest  standard  of  honesty, integrity,  fairness  and  ethical  conduct  while  working  for  the Company as well representing the Company without allowing their independent judgment to be subordinated and fulfill the fiduciary obligations.   

b.  Shall not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending of such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to:

(i)  Board of Directors in case of Directors (whole-time & part-time) and
(ii) Chairman in case of Senior Management Personnel for further directions in the matter.
c.        Shall not, in his official capacity, enter into business with (a) a relative or (b) a Partnership firm in which he or his relative is a Partner or (c) a Private Limited Company in which he or his relative is a Member or Director or (d) a Public Limited Company in which he or his relative holds 2% or more paid-up share capital, except with the prior approval of the Board of Directors of the Company, unless otherwise permitted by law.


d.  Shall  avoid  having  any  personal  financial  interest  in  works  or contract awarded by the Company.
  

e. Shall avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company.

f. Shall not hold any positions or jobs or engage in outside businesses or other interests that adversely affect the performance of duties of the Company. 

g. Shall not exploit for their own personal gain, opportunities that are discovered through company's business, information or position, unless  the  opportunity  is  disclosed  fully  in  writing  to  the Company's Board of Directors and Chairman as the case may be.

h. Shall not seek or accept or offer directly or indirectly any gifts, donations, remuneration, hospitability, illegal payments, favour in whatsoever form howsoever described by the customers, vendors, consultants,  etc.,  that  is  perceived  as  intended,  directly  or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, opportunity for committing any fraud. 

i.  Shall comply with all applicable laws, rules and regulations with utmost diligence.  

j.  Shall not serve as a Director of any other Company or as a partner of a firm that competes with the Company. Whole-time Directors and Senior Management Personnel shall obtain approval of the Chairman and/or Government of India prior to accepting Directorship of any other Company or partnership of a firm. 

k.  Shall not derive benefit or assist others to derive benefit by giving investment  advice  from  the  access  to  and  possession  of information  about  the  Company,  not  in  public  domain  and therefore constitute insider information. The Board Members and Senior Management Personnel shall make timely disclosures of  (i) trading  in  the  shares  of  the  Company,  (ii)  transactions  having personal  interest  and  (iii)  related  party  transactions  that are required to be made under laws, rules & regulations and Code for prevention of Insider Trading in the Securities of the Company. 


l.  Any  information  concerning  the  Company's  business,  its customers, suppliers, etc, which is not in the public domain and to which the Board Members and Senior Management Personnel has access  or  possesses  such  information,  must  be  considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized.

m. Shall protect the Company's assets, labour and information and may not use these for personal use, unless authorized to do so.        

5.0  ENFORCEMENT OF CODE OF CONDUCT 

i)   Company Secretary shall be the Compliance Officer for the purpose of this Code. 

ii)  Each Board Member and Senior Management Personnel shall be accountable for fully complying with this Code.

iii)  Compliance Officer shall report breach of this Code, if any, which  comes to his notice to the: (a) Board in case of all Board members and (b) CMD in case of Senior Management Personnel.  

iv)  All Board Members and Senior Management Personnel shall be subject to any internal or external investigation of possible violations of this Code. 
The Company shall ensure confidentiality and protection to any person who has, in good faith, reported a violation or a suspected violation  of  law,  of  this  Code  or  other  Company  policies,  or against any person who is assisting in any investigation or process with respect to such a violation.

v)   Penalty for breach of this Code by Senior Management Personnel and Board Members shall be determined by the respective Appointing Authority. 

vi)  Penalty  may  include  serious  disciplinary  action,  removal  from office  and  dismissal  as  well  as  other  remedies,  including recommendations  for  any  of  the  above  penalty,  to  the  extent permitted by law/rules and as considered appropriate under the circumstances.


6.0  WAIVER AND AMENDMENTS OF THE CODE

6.1  No waiver of any of the provisions of this Code shall be valid unless, the Board of Directors of the Company approves such waiver in case of Board members and by Chairman in case of Senior Management Personnel.  

6.2 The provisions of this Code can be amended by the Board of Directors
of the Company from time to time.

7.0  INSERTION OF THE CODE IN WEBSITE
As required by clause 49 of the listing agreement this Code and any amendments thereto shall be posted on the website of the Company. 


8.0  AFFIRMATION OF COMPLIANCE OF THE CODE
It terms of clause 49 of the listing agreement all Board members and Senior Management Personnel shall within 30 days of close of every financial year affirm compliance with the Code.  A  proforma of Annual Compliance Report is annexed to this Code as Appendix-II. 

The Annual Compliance Report shall be forwarded to the Compliance Officer of the Company.   
   
9.0  ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
All  Board  Members  and  Senior  Management  Personnel  shall acknowledge the receipt of this Code in the acknowledgement form annexed  to  this  Code  (Appendix-III)  indicating  that  they  have received, read and understood, and agreed to comply with the Code and send the same to the Compliance Officer.  Upon revision of this Code, the Board Members and Senior Management Personnel shall acknowledge and execute an understanding of the Code (Appendix-III) and an agreement to comply. New Directors will sign such a deed (Appendix-III) at the time when their directorship begins.   
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APPENDIX-I
Hindustan Photo Films Manufacturing Company Limited
CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
EXTRACT OF SECTION 6 OF THE COMPANIES ACT, 1956
Meaning of "relative"
6.  A person shall be deemed to be a relative of another if, and only if-
(a)  They are members of a Hindu undivided family; or
(b)  They are husband and wife; or
(c)  The  one  is  related  to  the  other  in  the  manner  indicated  in
Schedule IA.
SCHEDULE IA
LIST OF RELATIVE
1.Father                                                  1.Son's daughter
2.Mother  (including  step-mother)                    2.Son's daughter's husband 
3.Son (including step-son)                         3.Daughter's husband
4.Son's wife                                        4.Daughter's son 
5.Daughter (including   step-daughter)        5.Daughter's son's wife
6. Father's father                                6.Daughter's daughter 
7. Father's mother                                 7.Daughter's  daughter's husband
8. Mother's mother                                8.Brother (including step-brother)
9. Mother's father                                 9.Brother's wife 
10. Son's son                                        10.Sister (including step sister) 
11. Son's son's wife                                 11.Sister's husband
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APPENDIX-II

Hindustan Photo Films Manufacturing Company Limited
CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

ANNUAL COMPLIANCE REPORT
I, ______________________________________________, do hereby solemnly affirm to the best of my knowledge and belief that I have fully complied with the provisions of the CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL of the Company, during the year ended 31st   March, 2008.
Signature  :___________________________.
Name   :_____________________________
Position  :____________________________
Date    :____________________________
Place   :____________________________


APPENDIX-III


Hindustan Photo Films Manufacturing Company Limited
CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

ACKNOWLEDGEMENT FORM
 
I  ___________________________,  have  received  and  read  the Company's "CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR  MANAGEMENT  PERSONNEL.  I have understood the standards and policies contained in the said Code and I agree to comply with the same. 
Signature        : ____________________________.
Name                : _________________________________
Position         :_____________________________
Date                : _______________________________
Place                :_______________________________