Code of Conduct

Deepak Fertilisers And Petrochemicals Corporation Limited believes that good corporate governance is a pre-requisite for enhancing shareholders' long-term value. The Company's policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. Consistent with this principle, the Board of Directors of the Company has adopted this Code of Conduct as a guide to the expectations of its shareholders from ethical and legal perspective.

PART A

(For Directors)
 

In performing the Board and the Board Committee functions, the Company's Directors will :

(A) Meetings

(a) endeavour to attend and actively participate in Meetings of the Board and of the Board Committee(s) on which they serve.

(b) not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and in such cases the same to be disclosed and recorded in the minutes of the meeting.

(B) Strategic Planning

(a) participate in the formulation and execution of business strategies in the best interest of the Company and contribute towards pro-active decision making at the Board level or Committee level.

(b) give benefit of his knowledge, experience and expertise to the Company and provide assistance in strategic planning and execution of decisions related thereto.

(c) supervise the management of the business including setting financial and operating policies and reviewing their implementation.

(C) Regulatory Compliances

endeavour that the Company abides by all the provisions of the Companies Act, SEBI Act, Securities Contracts (Regulation) Act, SEBI (Prohibition of Insider Trading) Regulations, 1992, Listing Agreement and all other laws as applicable.

(D) General Duties/Responsibilities

(a) make use of every reasonable opportunity to use his knowledge, skill and professional competence in process of decision-making and discharge the duties.

(b) discharge the duties with utmost care, skill and in a fair and impartial manner. submit the necessary disclosures of interest / statement of holdings/ dealings in securities as required under Companies Act, 1956 and SEBI (Prohibition of Insider Trading) Regulations, 1992 and comply with the procedures laid down by the Company for prevention of Insider Trading.

(c) unless otherwise required by law, maintain confidentiality and shall not divulge/ disclose any information obtained in the discharge of their duties and that no such information be used for personal gains.

(d) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire shareholder's confidence.

(e) not engage in acts discreditable to his responsibilities.

(f) avoid any interest or activity, which is in conflict with the conduct of their duties.

(g) not associate with the Company's competitors in a manner prejudicial to the interest of the Company.

(h) protect the Company's interest and will not utilize his position to the detriment of the Company's interest or to his personal interest.

(i) perform their duties in an independent and objective manner and avoid activities that may impair or may appear to impair his independence or objectivity.

(j) not engage in any act involving moral turpitude, dishonesty, fraud, deceit or misrepresentation or any other act prejudicial to the Company.

(k) not enter into financial and commercial transactions, where they have personal interest that may have a potential material conflict with the interest of the Company at large In case of any deviation from this requirement, the same will be communicated to Compliance Officer within three days of entering into such contract or arrangement.

PART B

(For Senior Management)

The members of the Senior Management will:

(E) Strategic Planning

(a) participate in the formulation and execution of business strategies in the best interest of the Company and contribute towards pro-active decision making.
 
(b) give benefit of his knowledge, experience and expertise to the Company and provide assistance in strategic planning and execution of decisions related thereto.

(c) supervise the management of the business including setting financial and operating policies and its implementation.

(F) Regulatory Compliances

endeavour that the Company abides by all the provisions of applicable laws with which the member of the senior management is concerned.

(G) General Duties/Responsibilities

(a) make use of every reasonable opportunity to use his knowledge, skill and professional competence in process of decision-making and discharge the duties.

(b) discharge the duties with utmost care, skill and in a fair and impartial manner.

(c) submit the necessary disclosures of interest / statement of holdings/ dealings in securities as required under the SEBI (Prohibition of Insider Trading) Regulations, 1992 and comply with the procedure laid down by the Company for prevention of Insider Trading.

(d) unless otherwise required by law, maintain confidentiality and shall not divulge/ disclose any information obtained in the discharge of their duties and that no such information be used for personal gains.

(e) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire shareholder's confidence.

(f) not engage in acts discreditable to his responsibilities.

(g) avoid any interest or activity, which is in conflict with the conduct of their duties .

(h) not associate with the Company's competitors in a manner prejudicial to the interest of the Company.

(i) protect the Company's interest and will not utilize his position to the detriment of the Company's interest or to his personal interest.

(j) perform their duties in an independent and objective manner and avoid activities that may impair or may appear to impair his independence or objectivity.

(k) not engage in any act involving moral turpitude, dishonesty, fraud, deceit or misrepresentation or any other act prejudicial to the Company.

(l) not enter into financial and commercial transactions, where they have personal interest that may have a potential material conflict with the interest of the Company at large In case of any deviation from this requirement, the same will becommunicated to Compliance Officer within three days of entering into such contract or arrangement.

(m) inform Compliance Officer within seven days about violation of this Code by any other member of senior management which comes to his knowledge in the course of performance of his duties.

PART C

(For Directors and Senior Management)

Annual affirmation
All Directors and members of the Senior Management shall affirm compliance with the code on an annual basis

Violation of Code

It is the responsibility of every Director and member of Senior Management to abide by and enforce this Code. The Board of Directors shall take appropriate action in case of violation of the Code.