CODE OF CONDUCT AND ETHICS

[This version of the Code of Conduct and Ethics is applicable with effect from 06.02.2024]
 Table of Contents

1. INTRODUCTION ...................................................................................................................... 1
2. APPLICATION OF THIS CODE............................................................................................. 1
3. REGULATORY COMPLIANCE ............................................................................................. 1
4. RESPECT FOR INDIVIDUAL ................................................................................................. 2
5. HONEST AND ETHICAL CONDUCT ................................................................................... 2
6. CONFLICTS OF INTEREST ................................................................................................... 2
7. MISUSE OF OPPORTUNITIES AND INFORMATION ...................................................... 2
8. CONFIDENTIAL INFORMATION .......................................................................................... 3
9. FAIR DEALING......................................................................................................................... 3
10. PROTECTION AND PROPER USE OF COMPANY ASSETS......................................... 3
11. ANTI-BRIBERY AND ANTI-CORRUPTION ........................................................................ 3
12. GIFTS AND ENTERTAINMENT ............................................................................................ 3
13. WEALTH CREATION .............................................................................................................. 3
14. SAFETY, HEALTH AND ENVIRONMENT........................................................................... 4
15. FINANCIAL AND OPERATIONAL INTEGRITY ................................................................. 4
16. DUTIES OF INDEPENDENT DIRECTORS OF THE COMPANY .................................... 4
16.1 Guidelines of Professional Conduct ...................................................................... 4
16.2 Role & Functions ......................................................................................................... 5
16.3 Duties ............................................................................................................................. 5
17. IMPLEMENTATION ................................................................................................................. 6
18. INTERPRETATION .................................................................................................................. 6
 CODE OF CONDUCT AND ETHICS

1. INTRODUCTION

The Company aims to be the industry leader by achieving excellence in everything it does
including standards of business conduct. This objective shall be achieved by adopting a
policy to conduct its business with responsibility, integrity, fairness, transparency and
honesty.
The purpose of this Code of Conduct and Ethics (“Code” or “Code of Conduct”) is to
promote conduct of business ethically in an efficient and transparent manner and to meet
its obligations to shareholders and all other stakeholders. This Code is also a tool in
carrying out the Company’s social responsibility in a more effective manner. This Code
sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and
employees and the external environment in which the Company operates.

2. APPLICATION OF THIS CODE

This Code of Conduct applies to all the directors and all the Employees of the Company.
For the purpose of this Code:-
“Board” means the Board of Directors of the Company;
“Company” means Chambal Fertilisers and Chemicals Limited
“Employee” means every person on permanent or temporary rolls of the Company at its
various business locations;
“Director” means a member of the Board; and
“Senior Management Personnel” means the officers / personnel of the Company
identified as senior management in accordance with the provisions of the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Where the Company is a major or strategic shareholder in another company, that company
should also be made aware of this Code and encouraged to have similar Code.
We aim to choose as business partners, people with high moral and ethical values
compatible with our own. If we find ourselves in a business relationship with anyone (e.g.
distributor, agent, joint venture partner, supplier, etc.) where it is clear that there is a serious
incompatibility which cannot be resolved, we will seek to terminate the relationship.

3. REGULATORY COMPLIANCE
The Company is committed to high standards of corporate governance and believes in
compliance with all the laws and regulations both in letter and spirit. The Company has
endeavoured to set standards for itself, which are ahead of the times and higher than those
stipulated by law. The Company is committed to provide in time, accurate and complete
information as required, to all concerned including its stakeholders.

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4. RESPECT FOR INDIVIDUAL
The Company’s vision is based on inspiring and unleashing creative potential in human
assets of the Company. This is possible in an environment where we all respect the rights
of those around us. In this direction, the Company shall:
treat individuals in all aspects of employment solely on the basis of ability irrespective
of race, caste, creed, religion, age, disability, gender, sexual orientation or marital
status; and
not tolerate racial, sexual or any other kind of harassment.

5. HONEST AND ETHICAL CONDUCT

The Directors and Employees of the Company should act in accordance with the highest
standards of personal and professional integrity, honesty and ethical conduct. Honest
conduct is conduct that is free from any fraud or deception. Ethical conduct is conduct
conforming to accepted professional standards of conduct and shall include ethical
handling of actual or apparent conflicts of interest between personal and professional
relationships.
Employees shall refrain from using their personal connections, relationships etc. to exert
external intervention and/or force to influence the Company’s decisions on any matter
relating to day-to-day working, furtherance of their personal interests, including but not
limited to promotion, transfer, job rotation etc.

6. CONFLICTS OF INTEREST
The Directors and Employees shall not engage in any activity or enter into any pecuniary
relationship which might result in conflict of interest, either directly or indirectly.
A “conflict of interest” occurs when an individual’s personal interest directly or indirectly
interferes or appears to interfere with the interest of the Company. The Directors and
Employees must act at all times in the Company’s best interest and avoid putting
themselves in a position where their personal interest conflict or appear to conflict with the
interest of the Company. Their personal interest will also include those of their immediate
relatives. Any Director, Senior Management Personnel or other Employee, who is aware
of a conflict of interest or is concerned that a conflict might develop, is required to disclose
the matter promptly to the Board in case of a Director and Senior Management Personnel
and to the Managing Director in case of any other Employee.

7. MISUSE OF OPPORTUNITIES AND INFORMATION

The Directors and Employees owe a duty to the Company to advance the Company’s
business interest when appropriate. The Directors and Employees are prohibited from
taking (or directing to a third party) a business opportunity (relevant to the line of business
intended to be pursued by the Company) that is discovered through the use of Company
property, information or position, unless the Company has already been offered the
opportunity and turned it down. The Directors and Employees are prohibited from using
Company property, information or position for personal gain and from competing with the
Company. Wherever, it is difficult to differentiate between personal and Company benefits
or there are both personal and Company benefits in certain activities, the only prudent course
of conduct for the Directors and Employees is to make sure that any use of Company
property or services or such transaction that is not solely for the benefit of the Company
has prior approval of the competent authority.

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8. CONFIDENTIAL INFORMATION
During the course of employment or dealing with the Company, any information of a
confidential nature (whether about the Company, other companies or individuals) that is
known to Directors or Employees shall be treated as confidential unless publicly available.
Such information should be used only for the purpose of the business of the Company.
The use of Company information for personal gain is strictly prohibited. This obligation
continues for two years after leaving the Company.
The Company also respects the rights of others regarding their confidential information.
Where information is received from third parties under conditions of confidentiality, the
Directors and Employees shall comply with those conditions but no-one should solicit
confidential information from third parties without prior authorisation.

9. FAIR DEALING
The Company does not seek competitive advantages through illegal or unethical business
practices. Each Director and Employee should endeavour to deal fairly with the Company’s
customers, service providers, suppliers, competitors and other Employees. No Director or
Employee should take advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any unfair dealing practice.
The Directors and Employees shall immediately bring to the notice of the Board and/or
Managing Director, as applicable, any unethical behavior and actual or suspected fraud.

10. PROTECTION AND PROPER USE OF COMPANY ASSETS

The assets of the Company shall not be misused by the Directors and Employees during
the course of conducting the business of the Company or otherwise. The assets include
tangible assets such as equipment and machinery, systems, facilities, materials, resources,
etc. as well as intangible assets such as patents, proprietary information, process, design,
etc. whether patented or not, relationships with customers and suppliers, etc.

11. ANTI-BRIBERY AND ANTI-CORRUPTION

The Directors and Employees shall comply with the applicable anti-corruption and anti-
bribery laws and they shall not indulge in any act or practice which results into breach of
such laws.
The payment of bribes, kickbacks, facilitation payments and/or other payments of this
nature in cash or kind to obtain business or otherwise gain advantage for the Company is
strictly prohibited, irrespective of whether payments or offers are made directly or indirectly.

12. GIFTS AND ENTERTAINMENT

Though business gifts and entertainment are customary in many parts of the world, they
need to be viewed with caution. Directors and Employees may accept and offer gifts o f
n o m i n a l value which are customary and/or are of commemorative nature, on official events or
occasions only. Directors and Employees are prohibited to give and accept gifts of value
exceeding Rs. 3,000/-, from colleagues and/or business associates, in private
functions/occasions or festivals.
Directors and Employees shall neither receive nor offer or make directly/indirectly any illegal
payments, gifts or any benefits which are intended to obtain unethical favour.

13. WEALTH CREATION

The Directors and Employees shall be committed to enhance the shareholders’ worth/
value and shall strictly comply with all regulations and laws that govern shareholders’

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 rights. The Board shall duly and fairly inform the shareholders all relevant aspects about
the Company’s business and disclose such information as may be required, from time to
time, in accordance with the applicable rules and regulations.

14. SAFETY, HEALTH AND ENVIRONMENT

The Company’s vision envisages no compromise in its commitment to safety, health and
responsible care for the environment. Health and safety of the people in and around its
area of operations are of paramount importance to the Company.
The Company is committed to environment protection, pollution control and maintenance
of ecological balance. The Company shall maintain high standards of pollution control,
environment protection and safety.

15. FINANCIAL AND OPERATIONAL INTEGRITY

The Company is committed to disclose in its financial statements all the information
required to be disclosed under the relevant accounting standards or under any laws or
regulations. It is essential to record all the transactions fully and properly in the financial
statements.
The fees and compensation payable to the Directors – both executive and non executive,
shall be fixed by the Board and approved by the shareholders wherever required as per
the applicable provisions of law and the same will be fully disclosed in the Annual Report
to the Members.
No record, entry or document shall be false or misleading and no undisclosed or
unrecorded account, fund or asset shall be established or maintained. The auditors shall
be provided full access to all information and records of the Company.
The Company will not knowingly assist fraudulent activity by others.

16. DUTIES OF INDEPENDENT DIRECTORS OF THE COMPANY

16.1 Guidelines of Professional Conduct
Every independent Director of the Company shall:
(i) uphold ethical standards of integrity and probity;
(ii) act objectively and constructively while exercising his duties;
(iii) exercise his responsibilities in a bona fide manner in the interest of the Company; (iv)
devote sufficient time and attention to his professional obligations for informed and
balanced decision making;
(v) not allow any extraneous considerations that will vitiate his exercise of objective
independent judgment in the paramount interest of the Company as a whole, while
concurring in or dissenting from the collective judgment of the Board in its decision
making;
(vi) not abuse his/her position to the detriment of the Company or its shareholders or for
the purpose of gaining direct or indirect personal advantage or advantage for any
associated person;
(vii) refrain from any action that would lead to loss of his/her independence;
(viii) where circumstances arise which make an independent Director lose his/her
independence, the independent Director must immediately inform the Board
accordingly; and

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(ix) assist the Company in implementing the best corporate governance practices.

16.2 Role & Functions

Every independent Director of the Company shall:
(i) help in bringing an independent judgment to bear on the Board’s deliberations
especially on issues of strategy, performance, risk management, resources, key
appointments and standards of conduct;
(ii) bring an objective view in the evaluation of the performance of Board and
management;
(iii) scrutinise the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
(iv) satisfy themselves on the integrity of financial information and that financial control
and the systems of risk management are robust and defensible;
(v) safeguard the interests of all stakeholders, particularly the minority shareholders;
(vi) balance the conflicting interest of the stakeholders;
(vii) determine appropriate levels of remuneration of executive directors, key managerial
personnel and Senior Management Personnel and have a prime role in appointing
and where necessary recommend removal of executive directors, key managerial
personnel and Senior Management Personnel; and
(viii) moderate and arbitrate in the interest of the Company as a whole, in situations of
conflict between management and shareholder’s interest.

16.3 Duties
The independent Directors shall:
(i) undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the Company;
(ii) seek appropriate clarification or amplification of information and, where necessary,
take and follow appropriate professional advice and opinion of outside experts at the
expense of the Company;
(iii) strive to attend all meetings of the Board and of the Board committees of which
he/she is a member;
(iv) participate constructively and actively in the committees of the Board in which they
are chairpersons or members;
(v) strive to attend the general meetings of the Company;
(vi) where they have concerns about the running of the Company or a proposed action,
ensure that these are addressed by the Board and, to the extent that they are not
resolved, insist that their concerns are recorded in the minutes of the Board meeting;
(vii) keep themselves well informed about the Company and the external environment in
which it operates;
(viii) not to unfairly obstruct the functioning of an otherwise proper Board or committee of
the Board;
(ix) pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in the
interest of the Company;

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 (x) ascertain and ensure that the Company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such mechanism
are not prejudicially affected on account of such use;
(xi) report concerns about unethical behaviour, actual or suspected fraud or violation of
the Company’s code of conduct or ethics policy;
(xii) acting within his/her authority, assist in protecting the legitimate interests of the
Company, shareholders and its employees;
(xiii) not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information,
unless such disclosure is expressly approved by the Board or required by law; and
(xiv) discharge such other duties as may be prescribed in the Companies Act, 2013, the
Rules thereunder and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

17. IMPLEMENTATION
The Directors and Employees are accountable for full compliance with this Code of
Conduct. Sanctions for breach of this Code shall be determined by the Board in the case
of Directors and the Managing Director in the case of Employees. Sanctions may include
serious disciplinary action, removal from office as well as other remedies, all to the extent
permitted by law and as appropriate under the circumstances.
Any significant breaches of the Code by the Directors or Employees must be notified to
the Board and the Managing Director, as applicable. The Managing Director shall report to
the Board any significant breach of the Code.

18. INTERPRETATION
Any question relating to how this Code should be interpreted or applied should be
addressed to the Company Secretary.

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