CODE OF CONDUCT FOR DIRECTORS AND EXECUTIVES OF RSCL:

The Board of Directors and Senior Management of Rajshree Sugars & Chemicals Limited subscribe to the following code of conduct adopted by the board. The code is prescribed in order create corporate culture that promotes highest standards of ethical conduct in the interest of sharehoders and all other stakehoders and to provide guidance to the directors to help them recognize and deal with ethical issues.

HONESTY & INTEGRITY

The Directors and Executives shall act honestly and with integrity in all their dealings for the company. They shall not discriminate on the grounds of people’s race, religion, gender, marital status or disability

CONFLICT OF INTEREST

The Directors and Executives must avoid any conflicts of interest between the director and the company. Direcotrs should make business decisions in the best interest of the company. Actions by Directors and Executives must be based on sound business judgement and not motivated by personal interest or gain. A “conflict of interest” can occur when:
A director’s personal interest is adverse to, or may appear to be adverse to, the interest of the Company as a whole.
A director or his relative receives personal benefits as a result of his or her postion as a director of the Company.
The Company does business with entities in which the Directors or their relatives are interested.
Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board of Directors.

CORPORATE OPPORTUNITIES

Directors and Executives are prohibited from:
Taking for themselves or their companies, opportunities that are discovered through the use of Company information or position as a director.
Using the Company’s property or information for personal gain; or
Competing with the Company for business opportunities

GIFTS, FAVOURS AND ENTERTAINMENT

The Directors and Executives should not accept or provide gifts, favours or entertainment in their role as Company Director or Executive from or to persons or entities with which the Company has or is likely to have a business relationship.

PROTECTIN COMPANY ASSETS

The Directors and Executives should protect the Company assets and ensure their efficient utlisation. Company resources should be used only to conduct company business or for purposes authorized by management.

CONFIDENTIALITY

The Directors and Executives must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a Director or Executive, except when disclosure is authorized or legally mandated.
For purpose of this Code, “Confidential Information” includes all non-public information relating to the Company.

FAIR DEALING

The Directors and Executives must fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors and employees.

INSIDER TRADING

The Directors and Executives should not use confidential information for personal benefit. The Directors and Executives should not trade in securities or tip others to trade in securities of the Company on the basis of material information before it is made publicly available to ordinary investors through appropriate media.

ENCOURING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR.

The Directors and Executives should promote ethical behaviour and take steps to ensure the Company:
Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.
Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel.
Informs employees that the Company will not allow retaliation for report made in good faith.

COMPLIANCES AND STANDARDS

The Directors and Executives should communicate any suspected violations of this Code promptly to the Board of Directors. Violations will be investitgated by the Board of by persons authorised by the Board, and appropriate action will be taken in the event of any violations of the code.

WAIVER OF CODE OF CONDUCT

Any waiver of this Code may be made only by the Board of Directors.