This Code of Conduct sets ethical standards for the Directors of Gujarat State Fertilizers & Chemicals Limited (the Company).

GSFC is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Directors will pursue the highest standards of ethical conduct in the interests of shareholders and all other stakeholders.

• Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries.
• Act in the best interests of, and fulfill their fiduciary obligations to, Company's shareholders.
• Comply with all applicable laws, rules and regulations.
• Act in a manner to enhance and maintain the reputation of the Company.
• Use reasonable efforts to attend Board and Committee meetings regularly.
• Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest.
• Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors.
• A Director must bring an open and independent mind to Board or Committee meetings and should not make a decision about a matter before attending and participating in the deliberations of the meeting.
• While Directors must treat each other with courtesy and observe the other rules in this Code, Directors should be able to engage in vigorous debate on matters of principle.
• Where a decision is not unanimous, a dissenting Director may disclose the fact that he/she dissented.

Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest.

Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors.

A Director must bring an open and independent mind to Board or Committee meetings and should not make a decision about a matter before attending and participating in the deliberations of the meeting.

While Directors must treat each other with courtesy and observe the other rules in this Code, Directors should be able to engage in vigorous debate on matters of principle.

Where a decision is not unanimous, a dissenting Director may disclose the fact that he/she dissented.

Honesty and Integrity

Act honestly and with integrity in good faith and in the best interests of the Company as a whole. Use due care and diligence in performing their duties of office and in exercising their powers attached to that office.

Confidentiality of Information

Not make improper use of information nor take improper advantage of their position as a Director. Ensure the confidentially of information they receive whilst being in office of Director.

Personal Transactions

Not allow personal interests to conflict with the interests of the Company.

Disclosure of Interests

Disclose any interests which may lead to potential or actual conflicts of interest in accordance with such policies that the Directors may adopt from time to time.

Abiding by the Law

Abide by the law at all times.

Conduct

Not engage in conduct likely to bring discredit upon the Company and be independent in judgement and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board. Recognize that their primary responsibility is to the Company's shareholders as a whole.

Duties of Independent Director as per Companies Act, 2013

The independent directors shall

• Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.
• 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.
• Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
• Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
• Strive to attend the general meetings of the company.
• 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.
• Keep themselves well informed about the company and the external environment in which it operates.
• Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
• 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.
• 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.
• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy.
• Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
• 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.
• In addition to the duties mentioned here-in-above, the Independent Directors shall also perform other duties, role, functions, etc. as stated in Schedule IV of the Companies Act, 2013.

The members of the Board shall affirm the compliance with the code on annual basis.

This Code of Conduct (Code) applies to the Executives in senior management of the Company i.e. officers in Grade IC & above.

GSFC is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics.

This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each executive in senior management of the company is expected to comply with the letter and spirit of this Code.

The executives in senior management of the company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business.

They must abide by the policies and procedures that govern the conduct of the company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

An Executive in senior management of the company must act honestly, fairly, ethically, and responsibly. He/She should be loyal to the company and act with integrity and in good faith. Each executive in senior management of the company should seek to use due care in the performance of his/her duties in the best interests of the company as a whole. He/She should act with competence and diligence, without allowing their independent judgment to be subordinated. An executive in senior management of the Company has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and of the principles of this Code.

An Executive in senior management of the Company should :
Dedicate sufficient time, energy and attention to the company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries.

• Seek to comply with all Corporate Policies.
• Act in the best interests of and fulfill their fiduciary obligations to the Company.
• Conduct them selves in a professional, courteous and respectful manner.
• Comply with all applicable laws, rules and regulations.
• Act in a manner to enhance and maintain the reputation of the Company.

Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as an Executive, except when authorized or legally required to disclose such information.

Not use confidential information acquired in the course of their service as Executive in senior management of the Company for their personal advantage.

Corporate business opportunity is an opportunity

• In the Company’s line of business or proposed expansion or diversification.
• Which the Company is financially able to undertake and
• Which may be of interest to the Company.

An executive in senior management of the company who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Managing Director. If the Managing Director determines that the company does not have an actual or expected interest in the opportunity, then, and only then, may the executive participate in it, provided that the executive in senior management of the company has not wrongfully utilized the company's resources in order to acquire the opportunity. Executives in senior management of the company owe a duty to the company to advance the company's interests when the opportunity to do so arises.

Executives in senior management of the company may not

• Take for themselves personally opportunities that are discovered through the use of Company property or information or through his/her position.
• Use the Company's property or information or the position for personal gain. Or
• Compete with the Company, directly or indirectly, for business opportunities that the Company is pursuing.

Executives in senior management of the company are expected to dedicate their best efforts to advancing the company's interests and to make decisions that affect the company based on the company's best interests and independent of outside influences.

Conflict of interest occurs

• When an Executive in senior management of the company takes action or has interests that may make it difficult to perform his or her work objectively and effectively.
• The receipt of improper personal benefits by a member of his or her family as a result of one's position in the company.
• Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the company.
• The receipt of non-nominal gifts or excessive entertainment from any person/company with which the company has current or prospective business dealings.
• Any significant ownership interest in any supplier, customer, development partner or competitor of the company.
• Any consulting or employment relationship with any supplier, customer, business associate or competitor of the company.

Executives in senior management of the company should be scrupulous in avoiding 'conflicts of interest' with the company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Managing director or any committee / officer nominated for this purpose by the Board and a prior written approval should be obtained.

Executives in senior management of the company and members of their immediate families may not accept gifts from persons or firms who deal with the company where the gift is being made in order to influence them or where acceptance of the gift could create the appearance of a conflict of interest.

Executives in senior management of the company shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on company's premises and offsite but also at company sponsored business, social events as well as any places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.

Executives in senior management of the company shall maintain the confidentiality of confidential information of the company or that of any customer, supplier or business associate of the company to which company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated.

The confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the company or its associates.

The use of confidential information for his/her own advantage or profit is also prohibited.

Executives in senior management of the company should deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

All executives in senior management of the company should protect company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the company's assets and property have a direct impact on the company's profitability.

Company's assets should be used only for legitimate business purposes.

Executives in senior management of the company shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly, involving securities of the company should not be undertaken without pre-clearance from the company's compliance officer.

Any Executive in senior management of the company who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department of the company before taking any action that may jeopardize the company or that individual.

If any executive in senior management of the company who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Managing Director or any designated person for the purpose.

Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The company recognizes that resolving such problems or concerns will advance the overall interests of the company that will help to safeguard the company's assets, financial integrity and reputation. All reported violations would be appropriately investigated.

Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the Executive in senior management of the company. The Managing Director or any designated person for this purpose shall determine appropriate action in response to violations of this Code of Ethics, as per the procedures laid down in the Service Rules of the company.

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Managing Director. Managing Director has the authority to waive compliance with this Code of business conduct for any executive in senior management of the company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Managing Director.

Executives in senior management of the company shall affirm the compliance with the code on annual basis. The Annual Report of the company shall carry a declaration to this effect signed by the CEO (Managing Director) of the company.