1.0 Introduction

1.1 This Code shall be called “The Code of Business Conduct & Ethics for Board Members and Senior Management Team members” of Numaligarh Refinery Limited (hereinafter referred to as “NRL” or “the Company” interchangeably)

1.2 The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company.

1.3 This Code for Board and Senior Management Team members has been framed specially in compliance of the Guidelines of DPE.

1.4 It shall come into force with effect from the 1 st day of September 2010.

2.0 Definitions and Interpretations:

2.1 The term “Board Members” shall mean Directors on the Board of Directors of the Company

2.2 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.

2.3 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.

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

2.5 The term “Senior Management Team” shall mean personnel of the Company who are members of its core management team excluding Board of Directors and would comprise of all members of management of Job Group “G” i.e. Deputy General Managers and above including all functional heads.

2.6 The term “the Company” shall mean Numaligarh Refinery Limited and in short “NRL” to be used interchangeably.

Note: In this Code, words importing the masculine gender shall include feminine gender and words importing singular shall include the plural or vice-versa.

3.1 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 Team.

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

4.0 Contents of Code

Part I General Moral Imperatives

Part II Specific Professional Responsibilities

Part III Specific Additional Provisions for Board Members and Senior Management Team Members.

4.1 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.

4.2 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.

PART – I

5.0 General Moral Imperatives

5.1 Contribute to society and human well being

This principle is relating the quality of life of all people, affirms an obligation to protect fundamental human rights and to respect the diversity of all cultures. The Board/Senior Management Team members must attempt to ensure that the products of their efforts will be used in socially responsible ways, which will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe social environment, human well being including a safe natural environment will be ensured.

5.1.1 Therefore, all Board and Senior Management Team members who are accountable for the design, development, manufacture and promotion 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.

Integrity and honesty are essential components of trust. Without trust an organization cannot function effectively.

5.2.1 All Board and Senior Management Team members are expected to act in accordance with highest standards of personal and professional integrity, honesty and ethical conduct, while conducting business of the Public Enterprise.

5.3 Be fair and take action not to discriminate

The values of equality, tolerance, respect for others, and the principles of equity & 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.

• The Board/Senior Management Team members will strive to be fair and non-discriminative in their actions.

5.4 Honour confidentiality

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.

5.4.1 All Board and Senior Management Team members, therefore, shall maintain the confidentiality of all confidential unpublished information about business and affairs of the NRL.

5.5 Pledge & Practice

5.5.1 The Board/Senior Management Team members will strive continuously to bring about integrity and transparency in all spheres of the activities.

5.5.2 The Board/Senior Management Team members will work unstintingly for eradication of corruption in all spheres of life.

5.5.3 The Board/Senior Management Team members will remain vigilant and work towards growth and reputation of the Company.

5.5.4 The Board/Senior Management Team members will bring pride to the organization and provide value-based services to Company ’ s stakeholders.

5.5.5 The Board/Senior Management Team members will do their duties conscientiously and without fear or favour.

6.0 Specific Professional Responsibilities: The Vision, Mission, Objectives and Values are given below. The Board/Senior Management Team members should strive to work towards achieving the vision, mission, objectives and maintain the value envisaged by the Company.

Vision

To be vibrant, growth oriented Energy Company of national standing and global reputation having core competencies in Refining & Marketing of petroleum products and committed to attain sustained excellence in performance, safety standards, customer care and environment management and to provide a fillip to the development of the region.

Mission

• Develop core competencies in Refining and Marketing of petroleum products with focus on achieving international standards on safety, quality and cost.

• Maximize wealth creation for meeting expectations of stake holders.

• Create a pool of knowledgeable and inspired employees and ensure their professional and personal growth.

• Contribute towards the development of the region.

Objectives

 To excel in its performance, NRL would strive to :

• Maximize refinery capacity utilization and optimize product patter by efficient refinery operation.

• Ensure smooth and timely evacuation of products, create a sound customer base and necessary marketing infrastructure. Achieve highest standards in product quality, safety, health and environment protection.

• Manage and operate the facilities in an efficient and cost effective manner for generation of adequate internal resources.

• Inculcate best business practices through the use of ERP and E-Commerce.

• Focus on development and growth of Human Resources through proper training and career planning.

• Plan for production and marketing of low volume, high value products. Remain at the technological forefront by continuous up-gradation of in-house expertise and absorption of latest technologies.

• Establish Strong corporate identity and brand equity. Facilitate economic and industrial development of the region.

Values

• Zeal to excel and zest for change
• Integrity and fairness in all matters
• Respect for dignity and potential of individuals
• Strict adherence to commitments
• Ensure speed of response
• Foster learning, creativity and team-work
• Loyalty and pride in all aspects of NRL’s activities

6.1 Strive to achieve the highest quality, effectiveness and dignity in both the processes and products of professional work: - 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.

6.2 Acquire and maintain professional competence: - 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.

6.3 Compliance with Laws: - The Board Members and Senior Management Team members of NRL 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 NRL.

6.4 Accept and provide appropriate professional review: - 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.

6.5 Manage personnel and resources to enhance the quality of working life: - Organizational leaders are responsible to ensure that a conducive working and business environment is created for fellow employees to enable them delivering their best. The Board and Senior Management Team members would be responsible for ensuring human dignity of all employees, would encourage and support the professional development of the employees of NRL by providing them all necessary assistance and cooperation, thus enhancing the quality of working.

6.6 Be upright and avoid any inducements: - The Board and Senior Management Team members 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 organization or awarding a contract to an agency, etc.

6.7 Observe Corporate Discipline: - The flow of communication within NRL 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 as a guide to action, in others they are designed to put a constraint on action. All must learn to recognize the difference and appreciate why they need to observe them.

6.8 Conduct in a manner that reflects credit to the Company: - 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 organization and by the public at large.

6.9 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 stakeholders of the Company. All, therefore, must keep in mind at all times that they are accountable to Company ’ s stakeholders.

6.10 Prevention of Insider Trading: - The Board and Senior Management Team members shall comply with the code of Internal Procedures and conduct for prevention of Insider Trading in dealing with Securities of the Company or holding company.

6.11 Identify, mitigate and manage business risks: - 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 risks, so that Company may achieve its wider business objectives.

6.12 Protect properties of the Company: - The Board and Senior Management Team members shall protect the assets including physical assets, information and intellectual rights of the Company and shall not use the same for personal gains.

PART – III

7.0 Specific Additional Provisions for Board and Senior Management Team Members

7.1 All Board and Senior Management Team Members shall undertake to actively participate in the meetings of the Board and Committees on which they serve.

7.2 As Board Members

7.2.1 Undertake to inform the Chairman/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 judgment of the Board as to whether they meet the independence requirements as provided in the Guidelines of DPE.

• 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 a financial or other personal interest (either directly or indirectly such as through a family member or relation or other person or other organization 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 or customer of the company.

7.3 Use of Official position for personal gains: The Board/Senior Management Team members hereby undertake that will not use their official position for personal gains.

7.4 Compliance with the Code of Business Conduct and Ethics

7.4.1 All Members of the Board and Senior Management Team of the Company shall uphold and promote the principles of this code.

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

7.4.2 Treat violations of this code as inconsistent association with the organization

Adherence of professionals to a code of ethics is largely and generally a voluntary matter. However, if any of Board and Senior Management Team members 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 defaulter.

7.5 Miscellaneous Points

7.5.1 Continual updation of Code

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. All members of the Board/Senior Management Team are duty bound to adhere to such amended/ modified code/ethics as the case may be.

7.5.2 Where to seek clarifications

Any member of Board or Senior Management Team requiring any clarification regarding this code of conduct may contact Director (Finance)/Company Secretary/any officer specifically designated by the Board of Directors.

Annexure – I

NUMALIGARH REFINERY LIMITED  

CODE OF BUSINESS CONDUCT AND ETHICS FOR BOARD MEMBERS AND SENIOR MANAGEMENT TEAM  

ACKNOWLEDGEMENT FORM

I ………………………………………………….have received and read the code of Business Conduct and Ethics for Board Members and Senior Management Team of Numaligarh Refinery Limited.

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 NRL or the legal and regulatory requirements applicable to my job, I know I can consult Director (Finance) or Company Secretary concerned and knowing that my questions or reports will be maintained in confidence.

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

Signature :…………………………………

Name :…………………………………….

Designation:……………………………….

Date :………………………………………

Place :………………………………………
Annexure-II
NUMALIGARH REFINERY LIMITED  
CODE OF CONDUCT AND ETHICS
FOR BOARD AND SENIOR MANAGEMENT TEAM MEMBERS  

ANNUAL COMPLIANCE REPORT*

I ………………………………………………….. having read and understood the Code of Business Conduct and Ethics for Board and Senior Management Team members of NRL, hereby solemnly affirm that I have complied with the provisions of the Code and has not violated any of the provisions of the Code during the year ended on 31 st March,....

Signature : ___________________

Name : ___________________

Designation: ____________________

Place : ____________________

Date : ____________________

*To be submitted within 30th April each year.