Vinati Organics Limited

Mr. Vinod Saraf - Chairman and Managing Director

Mr. Vinod Saraf is the founder of Vinati Organics Ltd. He is a Management Graduate from BITS, Pilani with 20 years of previous industrial experience with Bhilwara Group, Modern Syntex (I) Ltd. and Grasim Industries Ltd. As Vice President of Chemicals division of Grasim industries he was responsible for identification of chemical/petrochemical projects, technical tie-up and feasibility studies etc. During this period he was involved in the implementation of the gas based sponge iron project of Grasim. Subsequently he was nominated as "Managing Director (Finance and Administration)" on the Board of Directors of Mangalore Refinery & Petrochemicals Ltd.

Ms. Vinati Saraf Mutreja - Executive Director

Ms. Vinati Saraf Mutreja joined Vinati Organics Ltd. in 2006. Prior to joining Vinati Organics, Ms. Vinati worked as a Consultant for Mercer Oliver Wyman, a New York based consulting firm specializing in financial services and risk management. She also worked as summer analyst at Insight Venture Partners in New York and Citibank in Mumbai. Vinati attended the University of Pennsylvania, where she received a Bachelors in Economics, Finance from the Wharton School and a Bachelors in Applied Science, Biotech and Pharmaceutical Development from the School of Engineering and Applied Sciences.

Mr. Sunil Saraf - Director

He has ten years experience as a Director and holds a Bachelor of Commerce degree from Mumbai University

Mr. Girish M. Dave

He is an M Com, L.L.B. & CAIIB graduate. He is a Legal Expert and is the Senior Partner of the Well-known Law Firm M/s. Dave & Girish & Company, Advocates. The Company has substantially benefited by his 38 years of experience.

Mr. C.B. Gokhale

He holds an Associate of Royal Institute of British Architect degree and is also a Fellow of Indian Institute of Architect. He was formerly executive Director of Life Insurance Corporation of India (LIC) and has over 45 years of experience.

Mr. A. A. Krishnan

He is a Chemical Engineer and has 43 years of experience in Petrochemical industry. He is Director of Public Limited Companies namely Andhra Petrochemicals Limited and Petro Engineering Construction Limited. He is presently working as a Technical Advisor in Harshadray Private Limited.

Mr. Vinod Saraf
• Chairman and Managing Director

Ms. Vinati Saraf Mutreja
• Executive Director

Mr. B.S. Lathi
• Executive President

Mr. Mahendra Churiwala
• Sr. Vice President, Marketing

Mr. N. K. Goyal
• Sr. Vice President, Finance

Quality Policy of Vinati Organics Ltd.

“Vinati Organics Ltd. always gives prime importance and top-most priority to the safety and health of employees and the protection of the environment.

We believe that all accidents are preventable and all identifiable health hazards are containable. We believe safety has no holiday”.

Strengths

• World-class, inimitable technology
• State-of-the-art, competitive and cost-effective manufacturing
• Proximity to Mumbai and JNPT port provides great ease of logistics and access to advanced infrastructure facilities.
• Environment friendly operations including waste product recycling
• ISO 9002 certified Distribution Control System (DCS) supplied by Yokogawa, Japan and Rosemount, U.S.A.

Outlook

• Our primary focus is superior product and customer satisfaction.
• We prefer to grow by adding value to our customers.
• We look for long-term business collaborations.

Introduction

• 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

Definions & Interpretation

• 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.

Applicability

• This Code shall be applicable to the following persons;

(i)All Directors; and
(ii)Senior Management

Key Requirements

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

a). Act in the best interest of, and fulfill their fiduciary obligations to the Company and its shareholders;

b). Act honestly, fairly, ethically and with integrity;

c). Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;

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

e). 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;

f). 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);

g). 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;

h). Disclose and avoid having any personal and/or financial interest in any business dealings concerning the Company;

i). 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;

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

k). Inform the Board, at the earliest opportunity, any existing or potential conflict of interest situation.

l). 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.

Other Directorships

• 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.

Gift and Donations

The Directors and the Senior Management shall neither receive nor offer or make, directly or indirectly, any gifts, donations or comparable benefits which are intended to or perceived to obtain undue favours in the transactions, detrimental to the interests of the Company, except for nominal value, which are customarily given and/or are of commemorative nature for special events and should never be of a kind that could create an appearance of impropriety.