Shree Renuka Sugars Limited
Environmental Compliance

SRSL: Ethics and Governance

Code of Conduct and Ethics
Code of conduct and ethics for Directors, members of senior management of Shree Renuka Sugars Limited.

This code of conduct shall apply to the Directors and members of the senior management of Shree Renuka Sugars Limited.

For this code, members of the senior management (hereafter referred to as 'senior managers') shall mean functional heads / department heads / business heads, general manager and above.

Directors and senior managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment. Directors and senior managers shall be governed by the rules and regulations of the Company, as are made applicable to them from time to time.
Directors and senior managers shall affirm compliance with this code on an annual basis as at the end of each financial year (April to March).
Shree Renuka Sugars is committed to conduct its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. The Company is committed to be a good corporate citizen. All Directors, officers and employees of the Company must strive to perform best at all times.

The Directors, officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also strive to promote honesty in conducting business. They must abide by the policies and procedures that govern the conduct of the Company's business. The Company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards.
Conflicts of interest
The Directors, officers and employees should avoid 'conflicts of interest' with the Company. In case there is likely to be a conflict of interest, they should disclose all facts and circumstances thereof to the Board of Directors or any officer nominated for this purpose by the Board and a prior written approval should be obtained.
Protecting Company assets
Protecting the Company's assets is a key responsibility of every employee, agent and contractor. The Company's assets have been employed only for the purpose of conducting the business for which they are authorised. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorisation. The employees, agents and contractors are responsible for the proper use of Company assets and must safeguard such assets against loss, damage, misuse or theft. Employees, agents or contractors who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they use any Company asset may be subject to disciplinary action.
Integrity and honesty
The Directors, officers and employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct within the Company's premises. They shall act free from misrepresentation, suppression and deception. Their conduct shall conform to the professional standards of conduct.
Health, safety, environment and social responsibility
The safety of people at the workplace is a primary concern of the Company. Each of us must comply with all applicable health and safety policies. We maintain compliance with all local laws to help maintain secure and healthy work surroundings. Shree Renuka Sugars shall strive to provide a safe and healthy working environment and comply with all regulations regarding the preservation of the environment in and around its manufacturing facilities and other points of operation.
The Directors, officers and employees shall maintain the confidentiality of information or that of any customer, supplier or business associate of the Company to which the Company has a duty to maintain confidentiality, except when disclosure is authorised. The use of confidential information for personal advantage or profit is also prohibited.
It is the Company's policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials and to adhere to high ethical, moral and legal standards of business conduct. This policy includes strict compliance with all local, state, Central and other applicable laws, rules and regulations.
Insider trading
Obligations under the Indian securities laws apply to everyone as the Company is listed on the Indian stock exchanges. In the normal course of business, officers, Directors, employees, agents, contractors and consultants of the Company may come into possession of significant and sensitive information. This information is the property of the Company - you have been entrusted with it. You should not profit from it by buying or selling securities yourself. Further, you are not to tip others to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary to the Company policy and applicable Indian securities laws.
Disciplinary actions
All officers should adhere to the code of conduct and ethics of the Company. Violations of this code of ethics will result in a disciplinary action, which may even include termination of services of the employee. The Board of Directors or any person designated by the Board for this purpose shall determine appropriate action in response to violations of this code of ethics.
Corporate Governance
Shree Renuka Sugars Ltd is committed to good governance practices that create long term sustainable shareholder value.

Shree Renuka Sugars Ltd is committed to good governance practices that create long term sustainable shareholder value. The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all its interactions with its shareholders, employees, the Government and the lenders.

As an important step towards Corporate Governance and a part of compliance under Clause 49 of the SEBI Guidelines for the listed companies, SRSL has constituted its Board of Directors by inducting professionals, independent persons of stature in the sugar industry and nominees of strategic lenders. In order to have an efficient and effective control over the operations of the Company in line with the Corporate Governance the following committees have been formed :
Audit Committee
It comprises of three Independent Directors (Mr. Sanjay Asher- Chairman, Mr. Robert Taylor and Mr. Hrishikesh Parandekar). The Chief Financial Officer, Executives and Internal Auditors are invitees to the meeting. The Company Secretary is the Secretary of the Committee.

The broad terms of reference of the Audit Committee are as follows :
Oversee Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommend the appointment and removal of external auditor, fixing audit fees and also approval for payment for any other service;
Review with management the quarterly, half yearly and annual financial statements before submission to the Board;
Review with the Management, External and Internal Auditors, adequacy of internal control system;
Review the adequacy of internal audit function and discussion with the Internal Auditors, any significant findings and follow up thereon;
Review the findings of any internal investigation by the Internal Auditors into matters where there is suspected fraud;
Discussion with External Auditors before the audit commences, nature and scope of audit as well as post audit discussion to ascertain any area of concern;
Review Company’s Financial Risk Management Policies and also to look into the reasons for substantial defaults in payments to shareholders and creditors;
Risk Management Committee
The Risk Management Committee comprises of Mr. Narendra Murkumbi, Mr. Nandan Yalgi, Executive Directors and Mr. Robert Taylor, Independent Director, as members. The Committee meets at regular intervals to monitor price fluctuation of commodities and review financial and risk management policies of the Company.
Remuneration / Compensation Committee
The Board has constituted a Remuneration/Compensation Committee, comprising of three Independent Directors (Mr. S.K. Tuteja-Chairman, Mr. Sanjay Asher, and Mr. J.J. Bhagat). The Committee has been constituted to recommend/review remuneration of the managerial personnel, based on their performance and defined assessment criteria and to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders. The Committee also monitors and administers the implementation of Employees’ Stock Option Schemes
Investors Grievance Committee
The Investors’ Grievance Committee comprises of two Independent Directors (Mr. Sanjay Asher-Chairman and Mr. S. K. Tuteja) and two Executive Directors (Mrs. Vidya Murkumbi and Mr. Narendra Murkumbi). The Chairman of the Committee is an Independent Director. Chief Financial Officer and Company Secretary are the invitees of the Committee.

The broad terms of reference of the Committee is to look into the redressing of shareholder and investor complaints like non-receipt of securities, transfer of shares, non-receipt of Balance Sheet, non-receipt of dividend, etc.

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Insider Trading
Shree Renuka Sugars Ltd (SRSL) adheres to the Code of Conduct for prohibition of Insider Trading as per norms of SEBI.
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