This Code of Conduct (hereinafter referred to as “Code”) is applicable to the Board Members (hereinafter referred to as “Directors”) and Senior Management Personnel (hereinafter referred to as Senior  Management) of  Vinati Organics Limited (the “Company”).  It reflects the Company’s underlying core ethical values and commitment to lay standards of integrity, transparency, fairness, accountability and pursuit for excellence.  

The purpose of this Code is to demonstrate the ethical and transparent process in managing the affairs of the Company, and thus to sustain the trust and confidence reposed in the Management by the stakeholders and business partners.  All Directors and Senior Management, must adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.

The principles prescribed in this Code are general in nature and lay down broad standards of compliance to Clause 49 of the Listing Agreement with the Stock Exchanges, where the shares of the Company are listed for trading.

 For the avoidance of doubt, it is hereby clarified that this Code is applicable to all Directors and Senior Management, including  the Non-Whole Time Directors.

The Code comes into force with effect from 1st day of January, 2006  

All Directors and Senior Management shall sign the acknowledgement form annexed as Appendix I hereto and return the form to the Company Secretary indicating that they have received, read and understood the provisions of the Code, and agree to comply with the same.  All Directors and Senior Management shall be required to affirm compliance with this Code on an annual basis, within 30 days of close of every financial year to the Company Secretary, in the form annexed hereto as Appendix II

  In this Code, unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning assigned to them below:  

“Directors” shall mean all the members of the Board of Directors of the Company, including the Non-Whole-time Directors.  
“Chairman” shall mean the person occupying the position of Chairman of the Board of Directors of the Company.  
“Company” shall mean the Vinati Organics Limited.  
“Whole-time Directors” shall mean the Board Members who are in whole-time employment of the Company.  
“Non-Whole-time Directors” shall mean the Board Members who are part-time  Non-Executive directors and not in whole time employment of the Company.  
“Senior Management” shall mean “Key Executives” of the Company in the level Asso. Vice President and above including persons on contract employment occupying similar positions.
 “Relative” shall mean ‘relative’ as defined in Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956, as 
  reproduced in Appendix –III hereto.

In this Code, words importing masculine shall include feminine and words importing singular shall include plural or vice versa.

The Directors and Senior Management shall act within the authority conferred upon them in the best interests of the Company and will  

act in the best interest of, and fulfill their fiduciary obligations to the Company and its shareholders;

act honestly, fairly, ethically and with integrity;

conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;

act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated;

use their prudent judgement to avoid all situations, decisions or relationships which give or could give rise to conflict of interest or appear to conflict with their responsibilities within the Company;

not exploit for his/her own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the Company declines to pursue such opportunity for its business interest(s);

avoid conducting business on behalf of the Company except with the prior approval of the Board; with (a) relative (b) a Private Limited Company in which he/she is a Member or a Director (c) a Public Limited Company in which he/she or his/her relative holds 2% or more shares or voting right and (d) with a firm in which his/her relative is a partner or any other partner in such a firm;

disclose and avoid having any personal and/or financial interest in any business dealings concerning the Company;

avoid any dealings with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company;  

not hold any positions or jobs or engage in outside businesses or other interests that are prejudicial to the interests of the Company; and  

inform the Board, at the earliest opportunity, any existing or potential conflict of interest situation.  

it is clarified that it would not be a conflict of interest for the Directors & Senior Management of the Company or their relatives to have dealings in normal course with and to obtain services from persons or entities who also deal/provide services to the Company, including legal, accounting or brokerage services, loans & services from banks or insurance from insurance companies etc., at rates customary for similarly situated customers.  

Unless specifically permitted by the Board, the Directors shall not serve as Director of any other Company or as partner of a firm that is engaged in a competing business with the Company.

Senior Management shall obtain prior approval of the Chairman/Managing Director/Competent Authority for Directorship of any other company or partnership of a firm.

In case of breach of this Code of the Directors, the same shall be dealt with by the Board of Directors for initiating appropriate action, as deemed necessary.  

In case of breach of this Code by the Senior Management, the same shall be dealt with by Chairman/Managing Director for initiating appropriate action, as deemed necessary.