Code Of Conduct

                                                         Gujarat Natural Resources Limited

                                      Code of Conduct for Board of Directors and Senior Management Team

GUJARAT NATURAL RESOURCES LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Conduct (Code) has been framed under the Clause 49(I)(D) of the Listing
Agreement with the Stock Exchange and as amended from time to time by the Securities
and Exchange Board of India or any other Statutory Authority.

Applicability:

It is applicable to both the Board of Directors and the Senior Management Team of the
company. The Senior Management means Officers, who are members of the core
management team excluding Board of Directors and would comprise all members of
management, one level below Directors including all Functional Heads.
The Board of Directors reserve:-its right tn alter/ amend / modify / enlarge the scope, extent
and applicability of this Code to the employees of the Company.

Objectivity:

The main object of the Code is to set a benchmark for the Company’s commitment to values
and ethical business conduct and practices. lb: purpose is to conduct the business of the
Company in accordance with its value systems, fair and ethical practices, applicable laws,
rules & regulations.
Further, the Code provides for the highest standard of professional integrity while
discharging the duties and bu promote and demonstrate professionalism in the Company.
Consistent with these principles, the Code has been adopted both in letter and spirit by all
the Directors and Senior Management of the company.

Scope:

The Board of Directors and the Senior Management of Gujarat Natural Resources Limited
subscribe to the following code of conduct adopted by the Board. They would

  • use due diligence and care in performing their duties of office and in exercising
    their powers attached to that office.
  • act honestly and use their powers of office, in good faith and in the best interests of
    the company as a whole.
  • be independent in judgment and actions and to take all reasonable steps to be
    satisfied as to the soundness of all decisions taken by the Board of Directors.
  • ensure the confidentiality of information they receive whilst being in office of
    Director and in only disclosed if authorized, by the company, or the person from
    whom the information is provided, or as required by law.
  • constantly equip himself/herself with reasonable skills necessary for effective
    functioning and for this purpose, would attend training programs conducted by
    institutions of eminence.
  • practice highest standards of personal ethics, integrity and discipline in all the
    transactions in relation to the affairs of the company.
  • not to associate himself with any competing organization either as director or in an
    advisory capacity, without the approval of the Board.
  • Make proper record of all financial transactions and not create undisclosed /
    unrecorded account / fund or asset.
  • Maintain good relations with all the stakeholders of the Company with whom they
    interface while carrying out their duties for the Company and must try to make
    positive contribution in duties they perform.
  • has to observe strict confidentiality of the information and not to use the same for
    any personal purpose or advantage.
  • Deal fairly with customers, suppliers, employees and other business partners.
  • Abide by all policies and business principles of the code of the Company.
  • Report any violation of this Code of Conduct to the Chairman of the Company.

Non Compliance of code:

Any failure to comply with the code of conduct will result in Board of Directors taking
remedial or punitive action including the removal of the director or the team member of the
management as they deem fit. Such decision of the Board shall be final and binding.