DFPCL's Code Of Conduct

Code of Conduct

Deepak Fertilizers and Petrochemicals Corporation Limited believes that good corporate governance is a pre-requisite for enhancing a shareholders’ long-term value. The company’s policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. Consistent with this principle, the Board of Directors of the Company has adopted this Code of Conduct as a guide to the expectations of its shareholders from an ethical and legal perspective.

Part A
(For Directors)

In performing the Board and the Board Committee functions, the Company’s Directors shall:

(A) Meetings

  1. Endeavor to attend and actively participate in Meetings of the Board and of the Board Committee(s) on which they serve.
  2. Not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and in such cases the same is to be disclosed and recorded in the minutes of the meeting.

(B) Strategic Planning

  1. Participate in the formulation and execution of business strategies in the best interest of the company and contribute towards pro-active decision making at the Board level or Committee level.
  2. Give benefit of his knowledge, experience and expertise to the company and provide assistance in strategic planning and execution of decisions related thereto.
  3. Supervise the management of the business including setting financial and operating policies and reviewing their implementation.

(C) Regulatory Compliance’s

Endeavor that the company abides by all the provisions of the Companies Act, SEBI Act, Securities Contracts (Regulation) Act, SEBI (Prohibition of Insider Trading) Regulations, 1992, Listing Agreement and all other laws as applicable.

(D) General Duties/Responsibilities

  1. Make use of every reasonable opportunity to use his knowledge, skill and professional competence in the process of decision-making and the discharge of their duties
  2. Discharge their duties with utmost care, skill and in a fair and impartial manner. Submit the necessary disclosures of interest / statement of holdings / dealings in securities as required under Companies Act, and SEBI (Prohibition of Insider Trading) Regulations, 1992 and comply with the procedures laid down by the company for the prevention of Insider Trading.
  3. Unless otherwise required by law, maintain confidentiality and not divulge / disclose any information obtained in the discharge of their duties and that no such information be used for personal gains.
  4. Maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in the discharge of their duties in order to inspire shareholder’s confidence.
  5. Not engage in acts discreditable to his responsibilities.
  6. Avoid any interest or activity, which is in conflict with the conduct of their duties.
  7. Not associate with the company’s competitors in a manner prejudicial to the interest of the company.
  8. Protect the company’s interest and will not utilize his position to the detriment of the company’s interest or to his personal interest.
  9. Perform their duties in an independent and objective manner and avoid activities that may impair or may appear to impair his independence or objectivity.
  10. Not engage in any act involving moral turpitude, dishonesty, fraud, deceit or misrepresentation or any other act prejudicial to the company.
  11. Not enter into financial and commercial transactions, where they have personal interest that may have a potential material conflict with the interest of the company at large. In case of any deviation from this requirement, the same should be communicated to Compliance Officer within three days of entering into such contract or arrangement.

Part B
(For Senior Management)

The members of the Senior Management shall:

(E) Strategic Planning

  1. Participate in the formulation and execution of business strategies in the best interest of the company and contribute towards pro-active decision making.
  2. Give benefit of his knowledge, experience and expertise to the company and provide assistance in strategic planning and execution of decisions related thereto.
  3. Supervise the management of the business including setting financial and operating policies and its implementation.

(F) Regulatory Compliance’s

Endeavor that the company abides by all the provisions of applicable laws with which the member of the senior management is concerned.

(G) General Duties/Responsibilities

  1. Make use of every reasonable opportunity to use his knowledge, skill and professional competence in the process of decision-making and the discharge of their duties.
  2. Discharge their duties with utmost care and skill, in a fair and impartial manner.
  3. Submit the necessary disclosures of interest / statement of holdings / dealings in securities as required under the SEBI (Prohibition of Insider Trading) Regulations, 1992 and comply with the procedure laid down by the company for the prevention of Insider Trading.
  4. Unless otherwise required by law, maintain confidentiality and shall not divulge / disclose any information obtained in the discharge of their duties and ensure that no such information be used for personal gains.
  5. Maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in the discharge of their duties in order to inspire the shareholder’s confidence.
  6. Not engage in acts discreditable to his responsibilities.
  7. Avoid any interest or activity which is in conflict with the conduct of their duties.
  8. Not associate with the company’s competitors in a manner prejudicial to the interest of the company.
  9. Protect the company’s interest and not utilize their position to the detriment of the company’s interest or to their personal interest.
  10. Perform their duties in an independent and objective manner and avoid activities that may impair or may appear to impair their independence or objectivity.
  11. Not engage in any act involving moral turpitude, dishonesty, fraud, deceit or misrepresentation or any other act prejudicial to the company.
  12. Not enter into financial and commercial transactions, where they have personal interest that may have a potential material conflict with the interest of the company at large. In case of any deviation from this requirement, the same should be communicated to Compliance Officer within three days of entering into such contract or arrangement.
  13. Inform the Compliance Officer within seven days about violation of this code by any other member of senior management which comes to his knowledge in the course of performance of his duties.

Part C
(For Directors and Senior Management)

Annual affirmation

All Directors and members of the Senior Management shall affirm compliance with the code on an annual basis.

Violation of Code

It is the responsibility of every Director and member of Senior Management to abide by and enforce this Code. The Board of Directors shall take appropriate action in case of violation of the Code.

WEBSITE DISCLAIMER

PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES OR OTHER JURISDICTIONS OUTSIDE INDIA.

THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY DEEPAK FERTILISERS AND PETROCHEMICALS CORPORATION LIMITED (THE “COMPANY”) SOLELY TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) AND THE COMPANIES ACT, 2013, AS AMENDED AND THE RULES MADE THEREUNDER (“COMPANIES ACT”).

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THE FOLLOWING DISCLAIMER APPLIES TO THE PRELIMINARY PLACEMENT DOCUMENT IN RELATION TO THE PROPOSED QUALIFIED INSTITUTIONS PLACEMENT FOR THE ISSUE OF EQUITY SHARES ("EQUITY SHARES") OF THE COMPANY FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE "PRELIMINARY PLACEMENT DOCUMENT").

THE SECURITIES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT; OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN IS PLACED SOLELY TO COMPLY WITH THE PROVISIONS OF CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTION 42 OF THE COMPANIES ACT. ACCESS TO THIS WEBSITE SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY CONTRACT OR COMMMITMENT WHATSOEVER. WE ARE NOT SOLICITING ANY ACTION OR DECISION BASED ON THE INFORMATION ON THIS WEBSITE.

THE OFFER OF THE EQUITY SHARES REFERRED TO IN THE PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS, AND THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER AND IS MEANT ONLY FOR ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED UNDER REGULATION 2(1)(SS) OF THE SEBI ICDR REGULATIONS AND WHICH ARE NOT EXCLUDED PURSUANT TO REGULATION 179(2)(B) OF THE SEBI ICDR REGULATIONS AND ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER APPLICABLE LAW. IN ADDITION, ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS ARE QUALIFIED INSTITUTIONAL BUYERS WHO ARE OUTSIDE THE UNITED STATES, TO WHOM EQUITY SHARES ARE BEING OFFERED IN “OFFSHORE TRANSACTIONS”, AS DEFINED IN, AND IN RELIANCE ON REGULATION S AND THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS, AND SALES ARE MADE.) (“ELIGIBLE QIBS”) ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS TO SELL, SOLICIT OR RECOMMEND THE SALE OR PURCHASE OF SECURITIES. THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT. THIS PRELIMINARY PLACEMENT DOCUMENT IS EXCLUSIVE TO THE RECIPIENT AND DOES NOT CONSTITUTE AN OFFER TO THE GENERAL PUBLIC TO SUBSCRIBE TO THE SECURITIES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT. THE PRELIMINARY PLACEMENT DOCUMENT IS NOT INTENDED TO CONSTITUTE AN OFFER OR A SOLICITATION OR INVITATION OF AN OFFER TO SUBSCRIBE TO THE SECURITIES TO ANY PERSON OR CLASS OF INVESTORS OTHER THAN ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS.

THE PRELIMINARY PLACEMENT DOCUMENT HAS BEEN FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES. THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

NONE OF THE COMPANY, THE BOOK RUNNING LEAD MANAGER AND ANY OF THEIR RESPECTIVE AFFILIATES, ACCEPTS ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED ON THIS WEBSITE. ACCESS TO THIS WEBSITE OR THE PRELIMINARY PLACEMENT DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, THE BOOK RUNNING LEAD MANAGERS, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY OR SELL THE EQUITY SHARES.

THE PRELIMINARY PLACEMENT DOCUMENT MAY CONTAIN STATEMENTS ABOUT FUTURE EVENTS AND EXPECTATIONS THAT CONSTITUTE FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE THAT THE RESULTS AND EVENTS CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS CONTAINED THERE WILL IN FACT OCCUR. THE COMPANY, ITS DIRECTORS, THE BOOK RUNNING LEAD MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO, AND DO NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION OR OPINION IN THE PRELIMINARY PLACEMENT DOCUMENT.

THE PRELIMINARY PLACEMENT DOCUMENT, WILL NOT BE CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN INDIA OR ANY OTHER JURISDICTION, AND WILL NOT CONSTITUTE A PUBLIC OFFER IN INDIA OR ANY OTHER JURISDICTION.

THE INFORMATION IN THE PRELIMINARY PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NEITHER THE COMPANY, ITS DIRECTORS NOR THE BOOK RUNNING LEAD MANAGER ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PRELIMINARY PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

YOU ACKNOWLEDGE THAT ACCESS TO THE PRELIMINARY PLACEMENT DOCUMENT IS INTENDED FOR USE BY YOU ONLY AND YOU AGREE NOT TO FORWARD THE PRELIMINARY PLACEMENT DOCUMENT ON TO ANY OTHER PERSON, IN WHOLE OR IN PART, OR OTHERWISE PROVIDE ACCESS VIA E-MAIL OR OTHERWISE TO ANY OTHER PERSON.

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IF YOU ACCESS THE PRELIMINARY PLACEMENT DOCUMENT CONTRARY TO THE FOREGOING RESTRICTIONS, YOU WILL BE INELIGIBLE TO PURCHASE THE SECURITIES. THE PRELIMINARY PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

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By clicking on “I confirm”, you are further confirming that you are an Eligible QIB and you agree that the information contained herein is not an offer to the public or to any other class of investors.

The documentation contained in these pages is posted to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in the United States or in any jurisdiction outside India. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company in the United States or in any jurisdiction outside India.

WEBSITE DISCLAIMER

PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES OR OTHER JURISDICTIONS OUTSIDE INDIA.

The following disclaimer applies to the documents of Deepak Fertilisers and Petrochemicals Corporation Limited (the “Company”, and such documents, the “Documents” and each, a “Document”) hosted on this website in connection with the Company’s issue of equity shares on a rights basis (the “Issue” and the “Equity Shares”, respectively). The Documents have been made available on this website in electronic form solely to comply with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 06, 2020 read with the SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Documents. By accessing the Documents, you agree to follow the following terms and conditions, including any modifications to them from time to time. References to the Company herein include its subsidiaries, affiliates, and associate, as applicable, which are consolidated in its accounts.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

The contents of the Documents are for your information only. No part of the contents herein shall be copied or duplicated in any form by any means or redistributed. Neither the Company, nor any of its representatives or agents are soliciting any action based on any of the information contained on this website, including the Documents, and such information should not be construed as an offer, or invitation or offer to sell or the solicitation of any offer to buy or subscribe for or purchase any security. Neither the Company, nor any of its representatives or agents represents that the contents of the Documents are accurate or complete. The information contained in the Documents may not be updated since its original publication date and may not reflect the latest updates.

The Documents may contain statements about future events and expectations that constitute forward-looking statements. There can be no assurance that the results and events contemplated by the forward-looking statements contained there will in fact occur. The Company, its Directors, the Lead Manager or any of their respective affiliates do not make any representation or warranty, express or implied, as to, and do not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinion in the Documents.

Please note that because of restrictions imposed by applicable law or regulation on soliciting securities business in various jurisdictions, subscription to the Issue will not be permitted to residents of certain jurisdictions. The information contained in this portion of our website and the Documents are not intended to be, and should not be, viewed by any person in the United States or in any other jurisdiction outside India where the offer and sale of the securities is not permitted under the laws of such jurisdictions. The Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would not be permissible under or in violation of any applicable law or regulation; or (b) the Company would by virtue of such distribution become subject to new or additional registration requirements.

The information on this website and the Documents are directed solely to Eligible Equity Shareholders of the Company as on the Record Date, as contemplated in the Documents. This website and the Documents should not be reproduced, transmitted or distributed to any other person.

The Rights Entitlements and the Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or the territories or possessions thereof (the “United States” or “U.S.”), except in a transaction exempt from the registration requirements of the US Securities Act. The Rights Entitlements and the Equity Shares are being offered and sold in offshore transactions outside the United States in compliance with Regulation S under the US Securities Act to existing shareholders located in jurisdictions where such offer and sale of the Equity Shares and Rights Entitlements are permitted under applicable law.

The Documents do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If you have gained access to this website and the Documents contrary to any of the restrictions herein, you are not authorized and will not be able to purchase any of the securities described in the Documents.

Any potential investor should note that investment in the Equity Shares involves a high degree of risk. For details, potential investors should refer to the Letter of Offer issued by the Company in connection with the Issue, including the section titled “Risk Factors”.

Neither the Company, nor any of its representatives or agents accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website or the Documents. Nothing on this website or in the Documents constitutes a recommendation by the Company or its representatives or agents to subscribe to or buy or sell any securities.

The Company has taken all necessary steps to ensure that the contents of the Document as appearing on this website are identical to the Document filed with the relevant regulatory authorities in India. However, you are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, nor any of its representatives or agents accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. None of the Company, its representatives or its agents will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website.

You acknowledge that access to the Documents is intended for use by you only and you agree not to forward the Documents on to any other person, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Neither the Company, the Lead Manager nor any of their affiliates their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials. It is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

The Documents may not be downloaded, delivered, forwarded or distributed, electronically or otherwise, in whole or in part, to any other person and may not be reproduced in any manner whatsoever. Any downloading, forwarding, delivery, distribution or reproduction of the Documents in whole or in part is unauthorized. Failure to comply with this disclaimer may result in a violation of the applicable laws.

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PLEASE NOTE THAT THE DOCUMENTS USED FOR SUBSCRIPTION TO THE ISSUE IN CONTRAVENTION OF THE ABOVE WILL BE REJECTED WITH NO RECOURSE TO THE COMPANY OR ITS REPRESENTATIVES OR AGENTS.

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