Introduction:

This Code of Conduct (the ‘Code’) has been framed so as to help and guide the members of the Board of Directors (BOD) and the Senior Management known as the Board of Management (BOM) of Voith Paper Fabrics India Limited (the ‘Company’), in pursuing the best corporate governance practices, while discharging their functions, powers, responsibilities and duties. The BOD and BOM are hereinafter collectively referred to as the ‘Executives’.

The purpose of the Code is that the ‘Executives’ discharge their functions effectively and in a disciplined manner, exercise their powers judiciously & properly and to execute their duties sincerely with devotion. It also aims to deter wrongdoings and promote ethical conduct in connection with the duties discharged by them with respect to the affairs of the Company. The matters covered in this Code are perceived to be of utmost importance to the Company, its shareholders and other stakeholders.

The ‘Executives’ should sign the acknowledgement form at the end of this Code and return it to the Company Secretary, indicating that they have received, read and understood the contents of the Code and that they agree to abide by the same. The signed acknowledgement form shall be kept in the Personnel File of each Executive. Each year, the Executives would be required to affirm compliance with the Code by way of signing a confirmation to this effect, which shall also be placed in their respective Personal File.

Dress Code & other personal standards:

Each Executive is a representative of the Company, and must report at the place of work or represent the Company at any other place, properly groomed and adhere to a proper dress that projects a positive image of the Company.

Honest & Ethical Conduct:

The Company expects all Executives to conduct themselves and act in accordance with the highest standards of personal & professional integrity, honesty and in an ethical manner, while working in the Company’s premises, at offsite locations for any business of the Company, at Company sponsored business and social events, as also at any other place and time where the Executives are representing the Company.

‘Honest Conduct’ is a conduct that is free from fraud, deception or misrepresentation.

‘Ethical Conduct’ shall be the conduct conforming to the accepted professional standards of conduct. It includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, which are discussed in detail below.

Conflict of Interests:

The Executives are required to disclose the actual and apparent conflict of interests to the Company. A conflict of interests occurs when the interests or benefits of one person or entity are in conflict with the interests or benefits of the Company. It would be virtually impossible to list out all the instances of ‘conflict of interests’ as it would largely depend upon the facts & circumstances of a given situation. However, these may include the following illustrative examples:

• Executives are prohibited from engaging in any activity or activities that interfere with their performance or responsibilities towards the Company, or are otherwise in conflict with or prejudicial to the Company. The Executives are further not allowed to accept simultaneous employment with suppliers, customers or competitors of the Company, or to take part in any activity that enhances or supports a competitor’s position.

• As a general rule, Executives should avoid conducting the business of the Company with a relative or a firm in which the relative is associated in any significant role.

• The Executives, are not supposed to accept any offer, payment, promise to pay or authorization to pay any money, gift or anything of value from 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, or opportunity for the commitment of any fraud, under any circumstances.

Acceptance of inexpensive festival gifts, infrequent business meals, celebratory events and entertainment, provided they are not excessive or create an appearance of impropriety, would not violate this Code.

• The Executives may not exploit, for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board declines to pursue the opportunity.

Protecting the Company’s Confidential Information:

Information is a valuable asset. The Company’s confidential information includes product plans, product designs, names & list of customers, names of vendors or suppliers, details of employees and financial information.

This information is the property of the Company and may be protected by Patent, Trademarks, Copyrights and Trade Secret Laws. The Executives must use all confidential information, for the purposes of the Company’s business only. It must not be disclosed to anyone in an unauthorized manner.

Any disclosure of Company’s confidential information to the Government Authorities, potential business partners or collaborators should be done with the prior approval of the Managing Director or the Company Secretary, unless the Executive is under a statutory obligation to disclose the same to the Government Authorities.

Compliance with Laws, Rules and Regulations:

The Executives must comply with all the applicable laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties, which are sufficient to enable them to recognize the potential dangers, and to know when to seek the advice of the Legal or Human Resources Department of the Company.

Executives, who violate any of the statutory provisions due to which the Company may have to face any action by the Authorities, Civil or Criminal Liability or any loss of business, shall be liable to disciplinary action by the Company.

Any violation of the laws, rules or regulations in relation to the affairs of the Company, even if committed inadvertently, should be promptly disclosed to the Company Secretary.

Transparency, Accountability and Integrity:

It is the responsibility of every ‘Executive’ to ensure that he discharges his duties with integrity, sincerity & devotion and that there is complete transparency while discharging the duties and while functioning for & on behalf of the Company.

Each ‘Executive’ must also keep in mind at all times that he would always remain accountable for the companies monies and assets that are being handled by him and for which he has to maintain & produce proper records in a transparent manner, as and when demanded by the Company.

Obligations under the Insider Trading and Securities Laws:

Obligations under the Indian Securities laws apply to every Executive, as the Company is listed on the Stock Exchanges in India. The Executives may get access to significant, price sensitive information. It must be remembered at all times that such information is the property of the Company and the Executives have been entrusted with it in good faith. The Executives may not profit from such advantageous position themselves or tip others to enable them to benefit on their behalf. Such irresponsible behaviour shall be dealt with under the provisions of the Insider Trading Laws, in force from time to time.

Insider Trading is an offence liable to be punished with fine and/or imprisonment. Further, the defaulting ‘Executive’ can also become liable for a penalty that may be specified by the appropriate authorities and prevailing at the time, in relation to such offence.

Any queries regarding the Insider Trading Rules should be directed to the Company Secretary. In their own interest, ‘Executives’ are also advised to acquaint themselves with the SEBI (Prohibition of Insider Trading) Regulations, 1992, and other applicable laws and procedures.

Violations of the Code:

It is the responsibility of all the Executives to help successfully enforce and implement this Code. Executives should be alert to possible violations and must report the same to the Company Secretary, immediately. They must also extend full cooperation in any internal or external investigation of possible violations.

Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or any other Company Policy or Regulation, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

The Company shall have absolute liberty and discretion to take appropriate action against the concerned Executive, whose actions are found to be violative of the applicable laws, this Code or any other Policy of the Company.

Waiver and Amendment of the Code:

The Company shall continuously review and update its various policies and procedures, including this Code. A copy of this Code shall be made accessible to the public-at-large through the website of the Company.

Any amendment or waiver of this Code must be approved by the Board of Directors of the Company and shall also be promptly disclosed on the website of the Company.

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ACKNOWLEDGEMENT

I have received and read a copy of the Code of Conduct of Voith Paper Fabrics India  Limited, as applicable to the members of its Board of Directors and the Board of Management. I understand the principles and policies contained therein and agree to comply with the same.

In case I have any queries concerning the meaning and application of the Code of Conduct, I shall contact the Managing Director or the Company Secretary, knowing that my questions or reports shall be kept confidential.

Signature (with date): ________________________________________________

Name: _____________________________________________________________

Designation: Director/ Member of the Board of Management

Note: Please sign and return this Form to the Company Secretary

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

I hereby confirm that I have complied/not complied* with the Code of Conduct of Voith Paper Fabrics India  Limited, as applicable to the members of its Board of Directors and the Board of Management, during the year _________.

I also confirm that there has not been any transaction, where I have personal interest, which may have a potential conflict with the interest of the Company at large.

I further confirm that to the best of my knowledge, there has been no violation of the Code by any other person, which I am aware of, and that has not been reported to the Company/ Managing Director/ Company Secretary.

Signature (with date): ________________________________________________

Name: _____________________________________________________________

Designation: Director/ Member of the Board of Management

Note: Please sign and return this Certificate to the Company Secretary

* In case of non-compliance, please specify the nature & details of non-compliance.