Gujarat Metallic Coal & Coke Limited

(Formerly known as Arvind Chemicals Limited)

Gujarat Metallic Coal & Coke Limited (GMCCL) defines Corporate Governance as a systematic process by which companies are directed and controlled keeping in mind the long-term interest of the shareholders. It firmly believes that good Corporate Governance is the foundation of corporate excellence. It focuses on equitable treatment of all shareholders and reinforce that it is "your company" and it belongs to you, the shareholders.

GMCCL is committed to good Corporate Governance by creating an environment based on entrepreneurship, professionalism and pursuit for excellence. Its Corporate Governance is based on two core principles:

- Management must have executive freedom to drive the enterprise forward without undue restraints; and

- This freedom of management should be exercised within a framework of effective accountability.

GMCCL is also committed in protecting and enhancing shareholder value by meeting its obligations and conducting its affairs ethically and lawfully. In pursuance of the commitment, the Board of Directors of GMCCL has adopted this Code of Conduct (Code) together with such policies and procedures that are intended to guide Executives and Directors in performance of their duties and responsibilities and ensure compliance with the Company's conduct.

All executives and Directors shall discharge their duties assigned to them and must be accountable for their performance and actions to the Company. They should not indulge themselves in such actions which will be demeaning the image of the Company.

This document has been approved by the Board on the belief that it would help the Executives and Directors to achieve the Company's goals in accordance with the laws, rules and regulations of the countries in which the Company carries on Business.

The content of this document are subject to changes / modification depending on the changing circumstances. Each Director and Executive is expected to become familiar with the content of this document and in case of any doubt specific clarification can be obtained from the Company Secretary.

Code of Conduct::

1. Every Director / Executive shall discharge his / her responsibilities at all times and in such manner so as to ensure that there is compliance with all the Laws, Rules and Regulations as may be applicable to the Company or to the transaction or to the person.

2. Every Director / Executive shall avoid being in situations that give rise to conflict between the personal interests of the person and the interest of the Company. Where such a situation is not avoidable, the person shall disclose the matter in writing to his / her superior and in the case of any Director; such disclosure should be made to the Board.

3. Every Director / Executive shall discharge his / her responsibilities at all times and in such manner so as to ensure there is full and fair disclosure as required by law, in the Accounts maintained and presented by the Company.

4. Every Director / Executive shall treat any data or information of the Company which has not been published or disclosed previously as confidential information and shall not disclose or transmit the same to any person who is not an Employee or Director of the Company, without permission of his / her superior or the Chairman of the Board, unless such disclosure is as per the requirements of any law, or any lawful agreement to which the Company is a party.

5. Every Director / Executive shall strictly adhere to the Insider Trading Code of the Company.

6. Every Director / Executive shall at all time ensure proper use of Company's funds, assets and property.

7. No Director / Executive shall knowingly suppress from the Company a material fact, which can be detrimental to the interest of the Company.

8. Every Director / Executive shall ensure maintenance of a healthy and safe work environment in the Company.

9. Every Director / Executive shall avoid discrimination and harassment in any form, on the basis of race, religion and gender.

10. Every Director / Executive shall adhere to fair and lawful competitive practices pertaining to the operations of the Company.

11. Every Director / Executive must ensure that he / she does not exploit opportunities arising out of the place of work or in course of work, for personal gain.

12. Every Director / Executive shall ensure that no political contribution is made whether directly or indirectly on behalf of the Company, without permission by way of a resolution of the Board of the Company.

13. Every Director / Executive shall ensure that no statement is given to the press or any other form of media without due authorization by the person's superior or the Board of the Company.

14. Every Director / Executive must at all times so conduct himself / herself, so as to give respect to human beings and human values.

For the purpose of the above 'Company' shall mean Gujarat Metallic Coal & Coke Limited, 'Director' shall mean a member of the Board of Directors of the Company including nominees of any institution or body and 'Executive' shall mean any person appointed to the Executive cadre of the Company whether as confirmed employee or not. However in case of any person serving on the Board of the Company as a nominee of any institution or organization, this code shall apply to such person during his / her tenure as Director of the Company, subject to anything contained herein which is repugnant to the Code of Conduct or the Service Rules of the institution or organization who have appointed such person as its nominee on the Board.

All persons to whom the Code applies shall sign a statement confirming there adherence to the Code within 15th December, 2005, in the first instance and within the 15th of April, in every subsequent year.

Corporate Governance Report