Investors » Code of Conduct

NSL Sugars expects employees to adopt ethical practices in their functional areas as well as when they represent the company to the statutory/government authorities.

Our employees shall not offer directly or indirectly anything of value (such as bribes) to any customer or government official to influence a reward or action in favour of the Company. A business courtesy, such as gift, contribution or entertainment should never be offered under such circumstances that might appear to be impropriety.

There are certain obligations that are common to all employees:

• They should learn the policies related to their work in detail.
• They should have a basic understanding of the issues covered by each policy pertaining to their jobs.
• They should seek assistance and guidance from their immediate superiors when they have a doubt about application of the policies.
• Positive aspects of the company should be focussed while interacting with the outsiders.
• Any concern about possible violation of a policy should be promptly reported.

NSL Sugars is responsible for properly recording, preserving and reporting financial information to investors, statutory bodies, shareholders and others and to maintain a system of internal accounting controls. We must follow generally accepted accounting principles, standards, laws, regulations and NSL Sugars practices for accounting and financial accounting.

• Follow all accounting, reporting and control procedures established by the management.
• Be accurate, timely and complete in preparing and maintaining records and reports required by the management.
• Before signing a document, make a reasonable enquiry to make sure the information contained in it is accurate and complete.
• Before involving NSL Sugars in any transaction or releasing any financial information, obtain all required management approvals and adequately document them.
• Keep records secure, including computer-based information resources.
• Give NSL Sugars auditors and other authorised individuals access to your unit’s records, and provide them with accurate and complete information as required by them.
• Take prompt remedial action when required.

Managers have a vital role to play in ensuring that the code of conduct is followed in letter and spirit within the organization.

Do's :

• Lead by example, using their own behaviour as a model to be emulated by all employees.
• Create awareness to promote policy compliance by providing educational and legal counselling.
• Create a culture that promotes self – compliance willingly.
• Enable employees to adopt innovative solutions to customer needs.
• In evaluating and rewarding employees, give weightage to their actions and judgements in promoting and complying with NSL Sugars policies.
• We must live the Company’s values each day.

Don’t s :

• Avoid reprimanding teams and blaming the team members publicly

Compliance of the Code of Conduct is a must. Employees who violate the spirit or letter of these policies are subject to disciplinary action up to and including discharge.

Broadly, the violation of the code of conduct may be categorised into the following three types: -

• Personal and Behavioural Issues- Use of abusive and indecent language, discrimination and bias, taking undue advantage of organizational position for personal gains, stealing credit for a colleague’s effort, demanding personal work from the subordinates, harassment etc.
• Personal Integrity and Loyalty Issues- Accepting favours / bribes, claiming personal expenses as business expenses, use of confidential financial information relating to the company for personal gains etc.
• Organizational Issues- Non-Compliance of legislation, improper handling of customer complaints and violation of NSL Sugars policy, requesting others to violate a policy, failure to promptly report a known or suspected policy violation.

NSL Sugars employees at all levels are prohibited from taking retribution against any one for reporting or supplying information about a policy concern.

• Mind your personal hygiene:

• Use formal and clean dress wear.
• Use light perfumes only.
• Use mouth fresheners after meals.
• Use clean footwear.

• Observe office timings: Come five minutes before duty Time.

• Lunch breaks should not be unusually long.
• If you are running late to office/meeting or you are away from your desk, keep your manager and colleagues informed.
• Avoid using office time for personal work unless absolutely necessary.
• Avoid playing games on office PC.
• Do not use screen savers/backgrounds on PC, which are not in good taste/offend the sensibilities of other employees.
• Those having film song / musical ring tones in their mobile phones should avoid it and switch over to normal tones in low volume set up.

• All officers posted at Hyderabad and Regional Offices shall adhere to the dress code i.e. they should come to office in formal coat tie/suit. Also, those who meet or interact with outside agencies should strictly adhere to this dress code.
• Do not speak in mother tongue/language not understood by others around in office. It makes your conversation look personal and can offend others.
• Do not make personal telephone calls from the office except when it is absolutely necessary. Similarly, incoming personal calls at the office should be discouraged. Do not chat on personal incoming/outgoing calls for long time and do not speak even on phone in language not understood by the people in the office.
• Do not involve yourself in any “gossip” within the office. Also refrain from making adverse remarks or opinions about anyone. Try to maintain healthy relations with all fellow colleagues.
• Do not indulge in personal financial dealings with colleagues.
• Be polite to others and you will get similar treatment from them

Objective
As a conscious and vigilant organization, NSL Sugars believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. This policy is formulated to create a fearless environment and provide opportunity to employees to access in good faith, to the committee in case they observe instances of unethical and improper practices, actual or suspected fraud, or any other wrongful conduct in the company and to prohibit managerial personnel from taking any adverse personnel action against those employees.

Applicability
This policy shall be applicable to all employees of NSL Sugars, third party vendors, consultants, customers etc operating out of any location of the company.

Definitions
Whistle blower: An employee who exposes or makes a disclosure of the unethical and improper practices within an organization in the hope of stopping it. Unethical and improper practices shall mean:

• An act which does not conform to approved standard of social and professional behavior.
• An act which leads to unethical business practices
• Improper or unethical conduct
• Breach of etiquette or morally offensive behaviour etc

Committee Committee shall mean a committee of NSL Sugars, constituted in accordance with provisions of section 177 (9) of companies Act, 2013.

Whistle Blower Visil Mechanism

Protected Disclosure The reporting of any such unethical activity or violation to the committee by a whistle blower as defined above made in good faith would constitute a protected disclosure.

Policy guidelines:
This policy prohibits its employees to take any adverse personal action against its employees for disclosing in good faith any unethical and improper practices or alleged wrongful conduct committed. Any employee against whom any adverse personnel action has been taken due to his disclosure of information under this policy may approach the committee.

An employee who knowingly makes false allegations of unethical and improper practices or alleged wrongful conduct to the committee shall be subject to disciplinary action in accordance with company rules, policies and procedures. Further, this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure of information by him and for legitimate reasons or cause under company rules and policies.

Reporting :

• Reports of allegations are encouraged to be made in writing. Employees can make protected disclosure to committee, as soon as possible but not later than 30 working days after becoming aware of the same. The complaint can be sent via e-mail to the committee at wbp@nslsugars.com or a written complaint can also be sent to the following address: VP HR, NSL Sugars Limited, NSL ICON, 4th Floor, 8-2-684/2/A, Road No. 12, Banjara Hills, Hyderabad -500034
• Whistle Blower may or may not put his/her name to allegations. Concerns expressed anonymously will be investigated as per the decision of the committee depending upon the disclosure made.
• If initial enquiry by the committee indicates that the concern has no basis, or it is not a matter to be investigation further under this policy, it may be dismissed at this stage and the decision is documented.
• Where initial enquiries indicate that further investigation is necessary, the investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.

Procedure of Investigation :

The committee shall make a detailed written record of the protected disclosure. The record will include:

• Facts of the matter.
• Whether the same protected disclosure was raised previously by anyone, and if so, the outcome thereof.
• Whether any protected disclosure was raised previously against the same subject
• The financial/otherwise loss which has been incurred/would have been incurred by the company
• Findings of committee
• The recommendations of the committee on disciplinary/other actions/(S).

The committee shall finalize and submit the report to the chairman within 30 days of being nominated/ appointed.

It is the discretion of the committee to inform the whistleblower of the final outcome of the protected disclosure made.

On submission of report, the committee shall discuss the matter with Chairman of the committee.

Reward:
In accordance with the facts and finding on the report giving by whistle blower a suitable reward decided by the committee will be giving to the concerned whistle blower.

Disciplinary Action:
In case the protected disclosure is proved, as per the findings of the committee, Disciplinary Action may be taken up to and including termination and also ensure preventive measures to avoid re-occurrence of the matter. In case the protected Disclosure is not proved, the matter shall be extinguished.

During the investigation period or at any time thereafter, if any employee is found to be A) retaliating against the complaint B) coaching witness or C) tampering with evidence, then it would lead to severe disciplinary action in accordance with company rules, policies and procedures.

In exceptional cases, where the whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the chairman of the audit committee.

Protection:
No unfair treatment will be meted out to a whistle Blower by virtue of his / her having reported a protected disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against whistle blower. Complete protection will, therefore, be given to whistle Blower against any unfair practice like retaliation, threat or intimation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion etc.

The company will take steps to minimize difficulties, which the whistle Blower may experience as a result of making the protected disclosure. The identity of the whistle Blower shall be kept confidential. Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

The committee shall review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting or other related matters. The committee shall ensure that these arrangements allow independent investigation of such matters and appropriate follow up action. The Whistle blowing mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases