The Brahmaputra Valley Fertilizer Corporation Limited (hereinafter referred to as “Company” or “BVFCL”) is committed to maintaining the highest standards of business and ethical conduct. This code reflects the principles of behaviour that support this commitment. The Board of Directors is responsible for setting the standards of conduct contained in the code and for updating these standards as appropriate in accordance with the legal and regulatory requirements. Each Director has to read and understand this code and its application to the performance of his responsibilities. As per the requirement of SEBI/ Companies Act/ DPE guidelines, each Director is accountable for adherence to this Code.

1. DEFINITIONS:

i) Board or Board of Directors or Directors shall mean and include all the directors, on the Board of Directors of the Company for the time being whether, executive or non-executive or whether the Director is independent or non-independent and, for the purpose of applicability of the code, includes, Senior Management personnel.

ii)  The term ”Whole –time Directors” or “Functional Directors” shall be the Directors on the Board of Directors of the Company who are in whole-time employment of the Company.

iii) The term ”Part-time Directors” shall mean Directors on the Board of Directors of the Company who are not in whole time employment of the Company.

iv)  The term ”Senior Management” shall mean employee of the Company who are members of its core management team excluding Board of Directors and would comprise all members of management one level below the Whole time Directors, including all functional heads., as may be decided by the Company.

v)  The term ”Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956.

2.   APPLICABILITY:

2.0   This Code shall be applicable to the following personnel :

a) All Whole-time Directors including the Chairman & Managing Director of the Company.

b) All Part-time Directors including Independent Directors under the provisions of law.

c) Senior Management

2.1   The Whole-time Directors and Senior Management should continue to comply with other applicable/ to be applicable policies, rules and procedures of the Company.

2.2    The above modified rules shall come into effect from 1^st October, 2007.

This code is intended to serve as a basis for ethical decision-making in the conduct of professional work. It may also serve as a basis for judging the merit of a formal complaint pertaining to violation of professional ethical standards.

It is understood that some words and phrases in the code of ethics and conduct document are subject to varying interpretations. In case of any conflict, the decision of the Board shall be final.

4.1.1  This principle concerning the quality of life of all people, affirms an obligation to protect fundamental human rights and to respect the diversity of all cultures. We must attempt to ensure that the products of our efforts will be in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe environment, human well being includes a safe natural environment.

4.1.2  Therefore, all Board Members and Senior Management who are accountable for the design, development, manufacture and promotions of company’s products, must be alert to, and make others aware of, both a legal and a moral responsibility for the safety and the protection of human life and environment.

4. 2.1 Integrity and honesty are essential components of trust. Without trust an organisation cannot function effectively.

4.2.2  All Board Members and Senior Management are expected to act in accordance with highest standards of personal and professional integrity, honesty and ethical Conduct, while conducting business of the BVFCL.

4.3.1  The value of equality, tolerance, respect for others, and the principles of equal justice govern this imperative. Discrimination, on the basis of race, sex, religion, caste, age, disability, national origins or other such factors, is an explicit violation of this Code.

4.4.1  The principle of honesty extends to issues of confidentiality of information. The ethical concern is to respect all obligations of confidentiality to all stakeholders unless discharged from such obligations by requirements of the law or other principles of this Code.

4.4.2   All Board Members and Senior Management, therefore, shall maintain the confidentiality of all confidential unpublished information about business and affairs of the BVFCL.

4.5.1  To strive continuously to bring about integrity and transparency in all spheres of the activities.

4.5.2  Work unstintingly for eradication of corruption in all spheres of life.

4.5.3  Remain vigilant and work towards growth and reputation of the BVFCL.

4.5.4  Bring pride to the organisation and provide value-based services to Company’s stakeholders.

4.5.5  Do duty conscientiously and without fear or favour.

5.0    Specific Professional Responsibilities

5.1   Live the Vision, Mission and Values of Brahmaputra Valley Fertilizer Corporation Limited (BVFCL) each day. For quick reference they are as under:

         Vision

BVFCL is incorporated with the vision to become a world class fertilizer complex committed to enhancing stakeholders’ value.

        Mission 

       Values

 We shall carry out our functions and duty with utmost :

Excellence is perhaps the most important obligation of a professional. Everyone, therefore, should strive to achieve the highest quality, effectiveness and dignity in their professional work.

Excellence depends on individuals who take responsibility for acquiring and maintaining professional competence. All are, therefore, expected to participate in setting standards for appropriate levels of competence, and strive to achieve those standards.

The Board Members and Senior Management of the BVFCL shall comply with all the applicable provisions of existing local, state, national and international laws. They should also follow and obey the policies, procedures, rules and regulations relating to business of the BVFCL.

Quality professional work depends on professional review and comments. Whenever appropriate, individual members should seek and utilize peer review as well as provide critical review of the work of theirs.

Organisation leaders are responsible for ensuing that a conducive working and business environment is created for fellow employees to enable them delivering their best. The Board Members and Senior Management would be responsible for ensuing human dignity of all employees, would encourage and support the professional development of the employees of the BVFCL by providing them all necessary assistance and cooperation, thus enhancing the quality of working.

The Board Members and Senior Management shall not, directly or indirectly through their family and other connections, solicit any personal fee, commission or other form of remuneration arising out of transactions involving company. This includes gifts or other benefits of significant value, which might be extended at times, to influence business for the organisation or awarding a contract to an agency, etc.

5.7 Observe Corporate Discipline :

The flow of communication within the BVFCL is not rigid and people are free to express themselves at all levels. Though there is a free exchange of opinions in the process of arriving at a decision, but after the debate is over and a policy consensus has been established, all are expected to adhere and abide by it, even when in certain instances one may not agree with it individually. In some cases policies act a guide to action. All must learn to recognize the difference and appreciate why they need to observe them.

All are expected to conduct themselves, both on and off duty, in a manner that reflects credit to the Company. The sum total of their personal attitude and behaviour has a bearing on the standing of company and the way in which it is perceived within the organisation and by the public at large.

5.9 Be accountable to Company’s stakeholders :

All of those whom we serve, be it our Customers, without whom the Company will not be in business, the shareholders, who have an important stake in its business, the employees, who have a vested interest in making it all happen, the vendors, who support the company to deliver in time and society to which Company is responsible for its actions – are stakeholder of the Company. All, therefore, must keep in mind at all times that they are accountable to Company’s stakeholders.

It is everybody’s responsibility to follow the risk management framework of the Company to identify the business risks that surround function or area of operation of the company and to assist in the company-wide process of managing such risk, so that company may achieve its wider business objectives.

The Board Members and Senior Management shall protect the assets including physical assets, information and intellectual rights of the Company and shall not use the same for personal gains.  

6.1   As Board Members and Senior Management:They shall undertake to actively participate in the meetings of the Board and Committees on which they serve.

6.2  As Board Members

6.2.1 Undertake to inform the Chairman and Managing Director/ Company Secretary of the company of any changes in their other Board Positions, relationship with other business and other events/ circumstances/ conditions that may interfere with their ability to perform Board/ Board Committee duties or may impact the judgement of the Board as to whether they meet the independence requirements of listing agreement with stock exchanges and the guidelines of DPE.

6.2.2  Undertake that without prior approval of the disinterested members of the Board, they will avoid apparent conflict of interest. Conflict of interest may exist when they have personal interest that may have a potential conflict with the interest of the company. Illustrative cases can be:

–  Related Party Transactions: Entering into any transactions or relationship with company or its subsidiaries in which they have financial or other personal interest (either directly or indirectly such as through a family member or relation or other person or other organisation with which they are associated.)

– Outside Directorship: Accepting Directorship on the Board of any other company that competes with the business of the Company.

– Consultancy/ Business/ Employment : Engaging in any activity (be it in the nature of providing consultancy service, carrying on business, accepting employment) which is likely to interfere or conflict with their duties/ responsibilities towards Company. They should not invest or associate themselves in any other manner with any supplier, service provider of customer of the company.

–  Use of Official position for personal gains : Should not use their official position for personal gains.

The future of the organisation depends on both technical and ethical excellence. Not only it is important for Board Members and Senior Management to adhere to the principles expressed in this code, each of them should also encourage and support adherence by others.

Adherence of professionals to a code of ethics is largely and generally a voluntary matter. However, if any of Board Members and Senior Management does not follow this Code, the matter would be reviewed by the Board and its decision shall be final. The Company reserves the right to take appropriate action against the defaulters.

Every member of the Board and Senior Management Team has to affirm the compliance with the code on annual basis, which shall form the basis for the certification by Chairman and Managing Director of the Company in the Annual Report of the company

The company has designated the Company Secretary as its compliance Officer to administer this code. Directors, at their discretion, may make any report or complaint provided for, in this code to the Chairman and Managing Director or to the Compliance Officer. The Compliance Officer will refer complaints submitted as appropriate, to the CMD.

The Chief Vigilance Officer (CVO) is responsible for instituting appropriate procedures for the receipt, retention, and treatment of complaints. CVO is a permanent invitee to the Audit Committee Meetings. Directors who have concerns or complaints regarding any matters are requested to send their concerns or complaints to the CMD or CVO or Compliance Officer who shall treat such complaints as confidential.

Members of the Board and Senior Management Team are requested to promptly contact the CMD or the Compliance Officer if it is believed that he has observed illegal or unethical behaviour by any employee, officer, or Director, or by anyone purporting to be acting on the Company’s behalf and, the reporting Director has any doubt about the best course of action in a particular situation.

This Code is subject to continuous review and updation in line with any changes in law, changes in company’s philosophy, vision, business plans or otherwise as may be deemed necessary by the Board and all such amendments/ modifications shall take effect prospectively from the date stated therein.

Any member of Board or Senior Management requiring any clarification regarding this code of conduct may contact Chairman and Managing Director / Company Secretary of the Company.

I have received and read this code of Business Conduct and Ethics for Board Members and Senior Management of Brahmputra Valley Fertilizer Corporation Limited (BVFCL). I understand the standards and policies contained in the said code of Business conduct and ethics and understand that there may be additional policies or laws specific to my job. I further agree to comply with the said Code of Business Conduct and Ethics.

If I have questions concerning the meaning or application of the said code of Business Conduct and Ethics, any policies of the BVFCL or the legal and regulatory requirements applicable to my job, I know I can consult Director or Company Secretary of BVFCL knowing that my questions or reports will be maintained in confidence.

Further, I undertake to provide following Affirmation on an Annual basis to the Company within 30 days from the end of 31^st March every year.

(By Board Members/ Senior Management of the Company on Annual basis by 30^th April of every year)

I, …………………….(name)…………………….(designation), having read and understand the Code of Business Conduct and Ethics for Board Members and Senior Management, hereby solemnly affirm that I have complied with and has not violated any of the provisions of the Code during the year ended 31^stMarch,——.

Signature :

Name :

Designation

Employee Number :

Telephone No.

Place :

Date :