Shree Krishna Paper Mills & Industries Limited

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT

Intrepretation

::	'Board' shall mean Board of Directors of the Company.
::	'Chief Executive Officer' shall mean Managing Director or the Manager appointed under the Companies Act and who has the management of the whole, or substantially the whole of the affairs of the Company.
::	‘Chief Financial Officer' shall mean a person responsible of managing all funds, reviewing financial statements, establishing and maintaining internal controls and who shall be a member of the Institute of Chartered Accountants of India.
::	'Compliance Officer' shall mean any person responsible for all statutory and legal compliances besides providing services to the shareholders and who should be a member of the Institute of Company Secretaries of India.
::	'Non-Executive Director' shall mean those members of the Board who are not in whole time employment of the Company.
::	'Senior Management' shall mean personnel of the Company who are members of the top management (excluding Board of Directors) and shall include Chief Financial Officer and Compliance Officer.

Applicability

This code shall be applicable to the Company and to the following persons:-

::	All the Directors including Managing Director, Non-Executive Directors and Independent Directors.
::	The Chief Financial Officer
::	The Compliance Officer

Board Structure

1 The role of the Board

The Board is responsible for ensuring success of the company by achieving its objectives, to control and manage risk, review management performance and accountability to shareholders.

2 The role of the Directors'

::	All the Directors whether executive, non-executive or Independent shall take all the decisions in the best interest of the Company and its shareholders.
::	The Executive Directors shall follow the instructions of the Board and shall abide by the Contract of Service.
::	The Non-Executive and Independent Directors shall review legal compliance report prepared by the Company periodically.

3 Composition of the Board

Keeping in view the basic objective of separating the functions of the management from the major shareholders and maintaining the independence of the Board, it is proposed that:-

::	The Board of Directors shall consists of Executive, Non-Executive and Independent Directors with dominance of Non-Executive and Independent Directors who are competent and specialists in respective fields to perform management functions.
::	Minimum use of family Directors in the affairs of the Company.
::	Appointment of Directors on merit basis and the persons who can devote some time to the Company.