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Code Of Conduct

 

GENERAL CODE OF CONDUCT

The Corporate Governance Policy is the apex instrument guiding affairs of the Company and clearly
defines the roles, responsibilities and authorities of the key people in the governance of the Company.
This code forms an integral part of the Company's Governance Policy. As required under Clause 49
of the Listing Agreement the following code of conduct is applicable and strictly followed by the
Members of the Board of Directors and Senior Management of the Company.

National Interest

The Company shall conduct its business affairs in accordance with the economic development and
foreign policy objectives of the country and strive to make a positive contribution at the international,
national and regional levels. It shall not undertake any activity that will have any adverse impact on
the social and cultural life of the citizens.

Equal - Opportunities Employer

The Company provides equal opportunities to qualified applicants for employment, without regard to
their race, caste, religion, colour, ancestry, marital status, sex, age, etc. Employees of the Company
are treated with dignity and it maintains a work environment free of sexual harassment. Employees
are encouraged to take additional responsibilities so to provide equal opportunity for upward mobility
on merit-based system.

A Gender Friendly Workplace

The Company is committed to a gender friendly workplace. It provides equal opportunities for men
and women; it institutes good employment practices; and abhors sexual harassment at the workplace.
"Sexual harassment includes unwelcome physical contact, demand or request for sexual favours,
sexually coloured remarks, showing pornography, and any other unwelcome physical, verbal or non-
verbal conduct of a sexual nature. RLL encourages employees to report any harassment and has
instituted proper method to take appropriate action, when required."

Ethical Conduct

All Employees of the Company, including Members of the Board of Directors and Senior Management
of the Company, shall deal on behalf of the Company with professionalism, honesty and integrity, as
well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived
to be as such by third parties.

Use of Company Assets

All assets of the Company, tangible and intangible, shall be employed for the purpose of conducting
the business for which they are duly authorized. None of the assets of the Company should be
misused or diverted for personal purpose.

Gifts and Donations

The Company shall neither receive nor offer or make, directly or indirectly, any illegal payments,
remunerations, gifts, donations or benefits to obtain business or uncompetitive favours for the conduct
of its business. However, nominal gifts for special events can be exchanged by employees provided
the same is disclosed to the management immediately.

Government Agencies

The Company and its employees shall not offer or give any Company funds or property as donation to
any government agencies or their representatives, directly or through intermediaries, in order to obtain
any favourable performance of official duties.

Political Non – Alignment

The Company shall not publicly support any specific political party or candidate for political office. The
Company shall not offer or give any company funds or property as donations to any specific political
party, candidate or campaign. The employees are free to exercise their democratic rights on individual
basis without implying, directly or indirectly, any involvement of the Company.

Citizenship

The officers and employees of the Company shall be free to pursue an active role in civic or political
affairs as long as it does not adversely affect the business or interests of the Company.

Conflict of Interest

Any Director or Management Employee of the Company shall not engage in any business,
relationship or activity, which might detrimentally conflict with the interest of the Company. A conflict of
interest, actual or potential, may arise when, directly or indirectly: 1. A person engages in a business
relationship or activity with anyone who is party to a transaction with the Company. 2. A person
derives benefit to any of his/her relatives by making or influencing decision relating to any transaction
of the Company. 3. An independent judgment in the best interest of the Company cannot be exercised
for personal reasons. 4. A person or his/her relatives investment in any Company which is an actual
or potential competitor, supplier, customer, distributor, joint venture or other alliance partner of the
Company (ownership of up to 1 per cent of the subscribed share capital of a publicity held company
shall not ordinarily constitute a financial interest for this purpose). 5. A person conducts/influences
business on behalf of the Company with a supplier or customer of whom his/her relative is a principal,
officer or representative, resulting in a benefit to him/her or his/her relative. 6. A person awards
benefits, such as increase in salary or other remuneration, posting, promotion or recruitment of a
relative of an employee of the Company, where such an individual is in a position to influence the
decision with regard to such benefits. 7. A person accepts gifts, donations, hospitality and/or
entertainment beyond the customary level from existing or potential suppliers, customers or other third
parties which have business dealing with the Company unless a full disclosure, in writing, has been
made to the Company's management or the Board of Directors and approval received in writing. 8. A
person accepts employment, a position of responsibility (such as a consultant or a director) or
provides 'freelance' services to any other Company without approval of the Board of Directors of the
Company.

Corporate Opportunities

An officer shall not exploit for his/her personal gain, opportunities that are discovered through the use
of Company property, information or position, unless the opportunity is disclosed fully in writing to the
Company's Board of Directors and the Board declines to pursue such opportunity. Representation
The officers shall not write, appear or represent himself as the Company to any third party unless
authorized by the Company in writing.

Cost Consciousness

All the directors and senior management employees of the Company should strive for optimum
utilization of available resources. They shall exercise care to ensure that costs are reasonable and
there is no wastage and ostentation in Company expenditure shall be avoided.

Integrity

Every officer and employee of the Company shall ensure the integrity of data or information furnished
to the Company.

Transparency

All directors, officers and employees shall ensure that their actions in the conduct of business are
totally transparent expect where the need of business security dictate otherwise. Such transparency
shall be brought about through appropriate policies, systems and processes including as appropriate,
segregation of duties, tiered approval mechanism and involvement of more than one manager in key
decisions and maintaining supporting records. Operations and activities shall be audited periodically
to ensure transparency.

Confidentiality

All directors and management employees shall ensure that any confidential information gained in their
official capacity is not utilized for personal profit or for the advantage of any other person. They shall
not disclose in writing/verbal any facts, figures, information, trade secrets and/or confidential
documents obtained during the course of business relationship with Company to any
person/authority/organization/statutory body unless required by law and/or with specific written
permission of the Company. They shall not provide any information either formally or informally to the
press or to any other publicity media unless specifically authorized to do so. They shall adhere to the
provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992

Intellectual Property Rights

All documents, processes, manuals, literature, systems etc. or any other intellectual property
developed or created by the officers during the association with the Company are sole Intellectual
Property of the Company.

Quality of Products and Services

The Company and its officers shall be committed to supply goods and services of the highest quality
standards, backed by efficient after sales service consistent with the requirements of the customers to
ensure their total satisfaction. The quality standards of the Company's goods and services shall meet
the required national standards and the Company shall endeavor to achieve international standards.

Competition

The Company and its officers shall strive to establish and support a competitive, open market
economy. Specifically, the Company shall not engage in activities, which generate or support
formation of monopolies, cartels and similar unfair trade practices. The Company and its officers shall
market the products and services of the Company on its own merits and shall not make unfair and
misleading statements about the Company's or competitors' products and services. Any collection of
competitive information shall be made only in the normal course of business through legally permitted
means.

Financial Reporting and Records

The Company and its officers shall prepare and maintain accounts of the Company's business affairs
fairly and accurately in accordance with the generally accepted accounting and financial reporting
standards. Internal accounting and audit procedures shall fairly and accurately reflect all of the
Company's business transactions and disposition of assets. All required information shall be
accessible to Company auditors and other authorized parties and government agencies. There shall
be no willful omission of any transaction from the books and records, no advance income recognition,
and no hidden bank account and funds.

Health, Safety and Environment

The Company and its officers shall strive to provide a safe and healthy working environment in the
conduct of the business affairs of the Company, with all regulations regarding the preservation of the
environment. The Company and its officers shall be committed to prevent the wasteful use of natural
resources and minimize any hazardous impact of the production, use and disposal of any of its
products and services on the environment.

Legal Compliances

All directors and officers of the Company shall ensure compliance with all the relevant laws and
regulations affecting operations of the Company. They shall keep abreast of the affairs of the
Company and be kept informed of the Company's compliance with relevant laws, rules and
regulations. In the event that the implication of law is not clear, the course of action chosen must be
supported by eminent legal counsel whose opinion should be documented. Violations of applicable
governmental laws, rules and regulations may subject them to individual criminal or civil liability, as
well as it may also subject the Company to civil or criminal liability or the loss of business.

Shareholders

The Company shall be committed to enhance shareholder value and comply with all regulations and
laws that govern shareholders' rights. The Board of Directors of the Company shall duly and fairly
inform its shareholders about all relevant aspects of the Company's business, and disclose such
information in accordance with the respective regulations and agreements.

Securities Transactions and Insider Information

The officers and employees of the Company and his or her immediate family shall not derive any
benefit or assist others to derive any benefit from the access to and possession of information about
the Company, which is not in the public domain. The officers and employees of the Company shall not
use or proliferate information which is not available to the investing public for making or giving advice
on investment decisions on the securities of the Company. Such insider information might include the
following: • Financial results of the Company including profits, earnings and dividends; •
Announcement of new product introductions or developments; • Major supply and delivery
agreements; • Raising finances; • Assets revaluations; • Restructuring plans; • Divestiture of
businesses or business units; • Investment plans; • Expansion/new projects; • Acquisition,
amalgamation, merger or takeover; • Issue of new securities or buy back of its own shares;

Interaction with Media

The Directors and officers of the Company, other than the designated spokespersons, shall not
engage with any member of press and media in matters concerning the Company. Instead they
should direct any requests to the designated spokespersons.

Reporting Concern

Every officer and employee of the Company shall promptly report to the management any violation of
this code, or an event that could affect the business or reputation the Company.

Waivers

Any waiver of any provision of this Code of Conduct for a director, officer or employee must be placed
for approval before the Company's Board of Directors and such waiver shall be granted in writing.

Violation

Any instance of violation of this Code of Conduct shall be brought to the attention of the immediate
reporting authority or the Board of directors and shall be dealt with appropriately.