CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT EXECUTIVES

1. PREAMBLE

The Code of Conduct of Sterling Chemicals and Alcohols Limited was approved by the Board of Directors (Board) of the Company on January 29, 2018 and came into effect from that date. The said Code of Conduct based on fundamental principle of good Corporate Governance. The said Code of Business Conduct and Ethics is now adopted inter alia to include duties of independent directors as per Schedule IV of the Companies Act, 2013.

2. PHILOSOPHY

It has been long waited policy and commitment of Sterling Chemicals and Alcohols Limited to adhere to highest standards of integrity professional and financial and business ethics in the operation of its business. We believe that this organization has been handed to us by the various stakeholders in "trust” and we as professional managers are the "trustees" of those stakeholders. It is therefore our responsibility to ensure that the organization is managed in a manner that protects and furthers the interests of our stakeholders. This Code of Business Conduct and Ethics (“Code of Conduct” or “Code”) helps to ensure compliance with our standards of business conduct & ethics and also with regulatory requirements.

3. APPLICABILITY

The Code of Conduct shall apply to:
1) All Directors of the Company, whether executive or non-executive including nominee directors.
2) All Senior Management Executives.

Senior Management Executives shall include:
a) All executives of the Company from the rank of General Manager and above; and
b) All employees of the Company, reporting directly to the Managing Director/Manager/Executive Director(s) irrespective of their grade.
c) All Directors and Senior Management Executives are expected to comply with the letter and spirit of this Code. The Senior Management Executives shall continue to comply with applicable laws & regulations and the relevant policies, rules and procedures of the Company.

The Code comes into immediate effect.

4. INTERPRETATION OF THE CODE

In this Code the term “Relative” shall have the same meaning as defined in Section 2(77) of the Companies Act, 2013. In this Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.

Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any person authorized by the Board on their behalf.

5. HONESTY, INTEGRITY & ETHICAL CONDUCT

All Directors and Senior Management Executives shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well when representing the Company. Honest conduct means conduct that is free from fraud, suppression of facts or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships. All Directors and Senior Management Executives should promote ethical behavior and take steps to ensure that the Company promotes ethical behavior and also encourages employees to freely report violations of laws, rules, regulations or the Company's Code of Conduct to the Managing Director/Manager/Compliance Officer.

6. CONFLICT OF INTEREST

All Directors and Senior Management Executives shall avoid situations in which their personal interest could conflict with that of the Company. A “conflict of interest” occurs when an individual’s private interest directly or indirectly interferes or appears to interfere with the interests of the Company. The Directors and Senior Management Executives must act at all times in the Company’s best interests and avoid putting themselves in a position where their personal interests conflict or appear to conflict with the interests of the Company. Their personal interests will include those of their relatives.

Any Director or Senior Management Executive, who is aware of a conflict of interest or is concerned that a conflict might develop, is required to disclose the matter promptly to the Board in case of a Director and to the Managing Director/Manager/Compliance Officer in case of a Senior Management Executive.



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