CODE OF CONDUCT
FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF
KHAITAN CHEMICALS & FERTILIZERS LIMITED

The Board of Directors and Senior Management of Khaitan Chemicals and Fertilizers Limited as the context may require or mean, shall subscribe to the following Code of Conduct adopted by the Board.

1. INTRODUCTION
This Code has been adopted by the Company to comply with the applicable rules of the stock exchanges where securities of the Company are listed. The principal duty of the Board is to ensure well management of the Company

2. MAINTENANCE OF ACOUNTS AND RECORDS
Senior Management shall prepare and maintain true and fair accounts and records and it is in accordance with the applicable Accounting and Financial reporting standards laws and regulations. Company has adequate Internal accounting and audit procedures. There shall be no willful omissions of any transactions from the books and records.

3. PROVIDE QUALITY PRODUCTS AND SERVICES
Management shall be committed to supply goods and services of the promised quality & standards, backed by after sales service consistent with the requirements of the consumers.

4. PROVIDE SAFETY AND HEALTHY WORKING ENVIRONMENT
Management shall strive to provide a safe working environment and comply with all regulations regarding the maintenance of the environment of the territory in which it operates. Management will be committed to prevent wasteful use of natural resources and minimize any hazardous impact

5. ENHANCE SHAREHOLDERS VALUE
Management shall be committed to provide good services to the shareholders and stakeholders to enhance their value and comply with applicable rules, regulations. It’s the duty of Board to inform its shareholders all relevant aspects of the Company’s business.

6. PROFESSIONAL INTEGRITY, HONESTY AND ETHICAL CONDUCT
Senior management is expected to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at all places where the Company’s business is being conducted

7. COMPLIANCES
Management shall comply with all the applicable laws and regulations. If the ethical and professional standards set out are below that of the code, then the standards of the code shall prevail.

8. BRANDS AND INTELLECTUAL PROPERTY OF THE COMPANY
Manuals, codes and agreements of the Company shall govern the use of the Company name and trademarks owned by the Company. The use of the Company brand is permitted only by the Board of Directors.

9. LEGAL COMPLIANCES
The Officers shall comply with all applicable government laws, rules and regulations applicable to the Company. Violations of applicable governmental laws, rules and regulations may affect all relevant penal provisions.

10. NON ALIGNMENT WITH POLITICAL PARTIES
The Company and its Officers shall not support, directly or indirectly, any specific political party or candidate for political purposes. The Company may contribute any amount or amounts, directly or indirectly, to any political party or for any political purpose to any other person as per the limit prescribed under the Companies Act, 1956.

11. EQUAL OPPORTUNITY
The Company shall provide equal opportunity to all its employees without regard to their race, caste, religion, colour, ancestry, material status, sex, age, nationality, disability and veteran status.

12. GIFTS AND DONATIONS
The Management shall neither receive nor offer or make, directly or indirectly, any illegal payments /remunerations, gifts, donations or comparable benefits which are intended to obtain business or uncompetitive favours for the conduct of its business. The Management may accept and offer nominal gifts provided the same shall be disclosed appropriately to the Board.

13. COMPETITION
The Company strives to outperform its competition fairly and honestly. No Member shall indulge in unfair practice for the benefit of the Company. Company shall not engage in activities, which generate or support the formation of monopolies, dominant market positions, cartels

14. CO OPERATION TO GROUP AND ASSOCIATES COMPANIES
The Management shall cooperate with other group companies and associates companies by sharing physical, human and management resources unless it adversely affect its business interests.

15. REPRESENTATION TO THE PUBLIC AND STAKEHOLDERS
The Management honours the information requirements of the public and the stakeholders of the Company. In all its public appearance business information to public only specifically authorized directors and/or officer shall represent the Company.

16. CONCURRENT EMPLOYMENT
The Management shall not, without the prior approval of the authorized officer of the Company, accept employment or a position of responsibility with any other Company, nor provide “freelance” services.

17. ASSIGNMENTS OUTSIDE THE COMPANY
With the prior approval of the Board, the Management may take the position of office bearer of a professional body, give talks at programmes, be a part-time faculty at recognized degree or diploma programmes, and publish a book or a paper but it should not result in the Management divulging Company’s confidential information.

18. CORPORATE OPPORTUNITIES
The Management shall not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board and the Board declines to pursue such opportunity.

19. CONFIDENTIALITY
The Management shall not disclose/reveal any facts/figures/information/trade secrets or confidential documents in written/verbal form, obtained during the course of their employment, to any outsider unless required by law and/or with specific written permission of the Company.

20. CONFLICT OF INTEREST
Management shall not engage in any business relationship or activity, which might detrimentally conflict with the interest of the Company or the group. The interested employees should be made necessary disclosures to the Company’s management. Failure to make a disclosure affects suitable disciplinary action.

21. SALE AND PURCHASE OF SECURITIES OF THE COMPANY
Employees shall not use or proliferate information which is not available to the investing public. and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the Company on which such insider information has been obtained.

22. PROTECTING COMPANY’S PROPERTY
The assets of the Company should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets as well as intangible assets.

23. CITIZENSHIP
Senior management shall in his or her private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the Company and subject to prior approval of the Company.
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24. POWER OF ATTORNEY
All authorizations/powers of attorney, whether joint or several, issued by the Company in favour of the Management shall stand revoked effective from the date of separation of the Management from the services of the Company. Even while serving the notice period, such Management will use these authorizations when must, with due discretion and sparingly. Upon such separation, the Management shall immediately arrange to return all such documents/authorizations, both originals and copies. If for any reason such person fails to return such information/documents/data etc., the Company will have a right to withhold his/her dues from the Company.