Code of Conduct

Contents
1 Introduction .................................................................................................................................... 5
2 Sudarshan Chemical Industries Limited Culture ............................................................................. 6
3 Sudarshan Chemical Industries Limited Value Statements ............................................................ 6
4 Objective of Code of Conduct ......................................................................................................... 6
5 Eligibility .......................................................................................................................................... 6
6 Implementation Process: ................................................................................................................ 7
7 Individual Code of Conduct ............................................................................................................. 7
7.1 Conflict of Interest .................................................................................................................. 7
7.1.1 Personal Conflicts of Interest .......................................................................................... 7
7.1.2 Conflicts of interest through outside business activities ................................................ 8
7.1.3 Employment outside Sudarshan ..................................................................................... 8
7.2 Workplace Privacy & Relationships ........................................................................................ 8
7.2.1 Privacy ............................................................................................................................. 8
7.2.2 Personal & Professional Conduct .................................................................................... 8
7.2.3 Behaviour outside of office premises and work hours ................................................... 9
7.3 Public Communication ............................................................................................................ 9
7.4 Alcohol, Drugs and a Tobacco - Free Environment in the Workplace .................................... 9
8 Employee/Employer Responsibility towards the company .......................................................... 12
8.1 Maintaining Accurate Records and Reports ......................................................................... 12
8.1.1 Accurate Records .......................................................................................................... 12
8.1.2 Document Retention ..................................................................................................... 12
8.2 Protecting company Inventions, Patents, and Copyrights .................................................... 12
8.2.1 Customer Privacy and Data Security ............................................................................. 12
8.2.2 The integrity of data furnished...................................................................................... 12
8.3 Protecting company Assets and Information ....................................................................... 12
8.4 Business Reimbursement ...................................................................................................... 13
8.5 Insider Trading ...................................................................................................................... 13
9 Employee Responsibilities towards Customer, Suppliers, Government & Public ........................ 15
9.1 Supplier’s code of conduct.................................................................................................... 15
9.2 Zero tolerance for land grabs................................................................................................ 15
9.3 Anti-Bribery ........................................................................................................................... 15
9.3.1 Avoiding Bribes ............................................................................................................. 15
9.3.2 Availing favours from Employees.................................................................................. 15
9.3.3 Gifts ............................................................................................................................... 16
 9.4 Political Contributions ........................................................................................................... 16
9.4.1 Political Activities .......................................................................................................... 16
9.4.2 Holding Political Office .................................................................................................. 16
9.4.3 Making Political Contributions ...................................................................................... 16
9.4.4 Public or Charity Donations ........................................................................................... 16
9.5 Protection of Environment, Health, and Safety .................................................................... 17
10 Good Leaver & Bad Leavers ...................................................................................................... 19
10.1 Good Leaver & Bad Leaver .................................................................................................... 19
10.1.1 Good Leaver Event ........................................................................................................ 19
10.1.2 Bad Leaver Event........................................................................................................... 19
10.2 Implications on Exit ............................................................................................................... 20
11 Reporting Breach of Code of Conduct ...................................................................................... 20
11.1 Grievance Redressal Procedure ............................................................................................ 20
11.2 Directive Principles................................................................................................................ 21
11.3 Helpline and Contacts ........................................................................................................... 21
11.4 Amendments to the Code of Conduct .................................................................................. 21
11.5 Employee Training ................................................................................................................ 22
12 Acknowledgment & Undertaking from the Recipients ............................................................. 24
DISCLOSURE OF CONFLICT OF INTEREST FORM……………………………………………………………………………25
Individual Code of Conduct
1 Introduction

Dear Colleagues,

The Sudarshan Code of Conduct represents the values and core principles that
guide the conduct of our business. The Code lays down the ethical standards
that Sudarshan colleagues need to observe in their professional lives.

The Code is a living document. It has been amended over the years to stay
aligned with changing cultural and regulatory norms across the multiple
jurisdictions in which we conduct our business.

The Code is intended to be a contemporary and relevant guide for our times. It
cannot, however, provide an answer to all possible questions or ethical
dilemmas that may arise at the workplace. Sudarshan colleagues who feel
uncertain about the appropriate professional conduct in any situation must seek
guidance from the designated persons in the company, and utilise appropriate
channels or platforms identified in the Code.

Our success owes in large measure to the integrity and professional

commitment of our colleagues in our organization. Consequently, we must not
only comply with the laws and regulations that govern our business but strive to
go beyond and set an example of business conduct that meets the highest
ethical standards.

Ensuring compliance is an integral part of our daily work. At Sudarshan we are

committed to maintaining high ethical standards, integrity and transparency
plays a critical role in the success of our business, creates value for our
stakeholders and promises an exciting and vibrant, performance-driven work
environment.

Our Code of Conduct highlights our individual and mutual commitment of

shared responsibility and determination each of us plays to establish the highest
standards of trust, ethics and responsibility in all of our actions and business
relationships.

Thank You for your commitment.

Rajesh Rathi
Managing Director
Sudarshan Chemicals Industries Limited
2 Sudarshan Chemical Industries Limited Culture
Sudarshan’s culture is based on four key components with the robust foundation of Organization’s
Higher Purpose of “Growing Together by Being Spiritually fulfilled, Socially Just and Environmentally
Sustainable”, reinforced by Mission and pillar of Values of SCCRT- Seva, Courage ,Commitment &
Passion ,Respect and Trust, quite essential to accomplishment of long term Vision and Business Goals.

3 Sudarshan Chemical Industries Limited Value Statements

Seva:
1. I take full ownership to serve our customers with agility and provide a seamless experience
2. I will make my customer experience WOW at every interaction
3. I will serve all our stakeholder with an attitude of “Atithi Devo Bhava”

Courage:
1. I will boldly venture into new areas of thought and action
2. I will speak my mind fearlessly but with grace. Example: Having difficult conversations, giving
honest feedback
3. I will accept and share bad news and take responsibility to put things right; actively and
positively support best course corrections

Commitment & Passion:

1. I take ownership, keep my agreements and deliver on time
2. I will fulfil the expectations of all my internal & external customers passionately
3. I will challenge under performance and be outcome focussed

Respect:
1. I will actively listen with empathy.
2. I will value other’s time.
3. I will let everyone present their thoughts, in discussions and let the best idea win on merits
only.

Trust:
1. I would implicitly trust my colleagues and work in a collaborative manner.
2. I will always act in the best interest of the organisation.
3. I will seek help and actively offer help.

4 Objective of Code of Conduct

1. Code of Conduct provides practice that guides business policies, procedures, and practices. It
is in the best interest of the company and its stakeholders.
2. We adopt and implement Code of Conduct to ensure compliance with standards, laws and
regulations applicable to all business activities.

5 Eligibility
1. Code of Conduct applies to all employees of Sudarshan Chemical Industries Limited
(“Sudarshan” or “company") including Directors, officers, workmen and employees of
 Sudarshan and its subsidiaries and affiliates in India. This document is also applicable to
contractors, contractual employees and visitors.

6 Implementation Process:
1. Compliance with policies: All employees should comply with Sudarshan Code of Conduct
Policy, principles, and all applicable legal requirements.
2. Notify Violations: If you have knowledge of a possible violation of any policies, or legal or
regulatory requirements, you must notify either your manager HR, Legal, Finance, or business
head. If you need more support, contact Sudarshan Helpline provided in Section 11.

7 Individual Code of Conduct

7.1 Conflict of Interest

Employees should always act in the best interests of the company. This means that business
decisions should be made free from any conflict of interest. They should also be impartial. We
must make our decisions based on sound business reasoning while ensuring adherence with
Sudarshan Values.
Conflict of interest would include the following: Actual conflicts of interest (the employee faces
a real, existing conflict); Potential conflicts of interest (the employee is in or could be in a situation
that may result in a conflict); and perceived conflicts of interest (the employee is in or could be
in a situation that may appear to be a conflict, even if this is not the case). It is important that
existence of any such conflict of interest be raised with the Supervisor or HR Manager.
Activities that create the appearance of a conflict of interest are automatically deemed to be
covered by this policy in order to not reflect negatively on the reputation of the organization or
its employees.
Few examples/scenarios of conflict of interest:
► When an employee or a family member receives a personal benefit as a result of the
position.
► When employee leverages his/her business or personal relationship with a customer,
supplier, competitor, business partner, or another employee.

7.1.1 Personal Conflicts of Interest

A conflict of interest could be any known activity, transaction, relationship or service engaged in
by an employee, his/her immediate family (including parents, siblings, spouse, partner, and
children), relatives or a close personal relationship, which may cause concern (based upon an
objective determination) that the employee could not or might not be able to fairly perform
his/her duties to our company.
A personal conflict of interest may exist when an employee is involved in an activity or has a
personal (direct or indirect, by himself or through any relative) interest in the opinion of the
company which can interfere with the employee's objectivity in performing company duties and
responsibilities
A relative shall cover the following persons:
a. Father (including step-father and father-in-law)
b. Mother (including step-mother and mother-in-law)
 c. Spouse
d. Son (including step-son and son-in-law)
e. Daughter (including step-daughter and daughter-in-law)
f. Brother (including step-brother and brother-in-law)
g. Sister (including step-sister and sister-in-law)
h. Any family member who lives with the employee or who is otherwise financially
dependent on the employee, or on whom the employee is financially dependent
When dealing with family members beyond this definition, the employee must ensure that their
relationship does not interfere, or appear to interfere, with their ability to act in the best interest
of Sudarshan.
Few examples / scenariors of personal conflict of interest are as mentioned below
• The employee should not supervise someone with whom he/she shares a personal
relationship.
• He/she should not participate in their selection process.

7.1.2 Conflicts of interest through outside business activities

Conflict of interest can arise when an employee is involved in a transaction or arrangement with
any person acting on his or her behalf or at his or her behest for the employee's direct or indirect
personal advantage or gains.

7.1.3 Employment outside Sudarshan

During employment with Sudarshan, employee should devote his/her attention and skills during
the working hours for company’s business, except with the written permission of the firm to
engage directly or indirectly with any other business, profession,personal or other commercial
activity, whether as a contractor, consultant or otherwise, whether full-time or part-time.

7.2 Workplace Privacy & Relationships

7.2.1 Privacy

The organization recognizes that employees are entitled to privacy and we recognize our
obligations as set out in applicable privacy policy. Sudarshan collects only necessary personal
information, and we protect confidential information using well-defined procedures. Employees
are expected to respect the privacy of their colleagues. Acts by any employee such as tapping
telephones/mobiles, hacking into computers, checking office storage or displaying excessive
curiosity into the personal activities and life of another employee are discouraged and any
objection raised shall be appropriately addressed by the organization via its grievance redressal
mechanism.

7.2.2 Personal & Professional Conduct

Employees should maintain good conduct, discipline, punctuality and show courtesy and
attention to all persons – colleagues, customers, business associates & vendors, regulators, and
any other external stakeholders, in their transactions or dealings with the organization.
 The company recognizes an employee’s right to form personal relationships with their colleagues
in the workplace; however, the company recommends that employees use good judgment at all
times to ensure that their personal relationships do not negatively impact their job performance
or interfere with their ability to supervise others.
Personal Relationships are relationships between two or more individuals in a professional
environment which are established apart from the scope of work relationships and which go
beyond general courtesy and care displayed towards other fellow colleagues. They are specific in
nature and may or may not culminate into legal relationships in the future. HR department needs
to be kept aware of such relationships to ensure that the same does not come in the way of
effectively discharging one's duty in a confidential & non-partisan manner and is aligned with the
spirit of defines legal & cultural norms.

7.2.3 Behaviour outside of office premises and work hours

Employees outside of regular office timings and premises can also affect the fair name of the
company and bring the company into serious disrepute. It is therefore important that all
employees conduct themselves in socially acceptable manners at all points in time.
Any behaviour that brings disrepute to the organization and its brand will be treated as an act of
indiscipline and against company policy.
Few examples of some inappropriate incidents:
► Wearing a Sudarshan T-shirt/uniform and behaving in an abusive/intoxicated/physically
abusive/illegal manner etc. could bring serious disrepute to the organization
► Group of employees getting into fights/brawls etc. in public,
► using the Sudarshan name to get undue favours/benefits

7.3 Public Communication

The company has designated spokespersons for various areas that will interact with regulatory
authorities, press and media. This is to help minimize the probability of misinformation or
misinterpretation by media/regulators or any other third party, which in turn could harm the
firm’s reputation. In the event of an inquiry from any external regulator, employees are
expected to guide the inquisitor to the designated spokesperson only.
Only designated spokespersons/departments may deal with the regulators, the press & media.
Any information solicited towards by the above or any other person/ agency/ department should
be directed to these designated spokespersons/ departments and no interaction & information
sharing is permitted by any other employee.

7.4 Alcohol, Drugs and a Tobacco - Free Environment in the Workplace

Sudarshan is committed to maintaining a safe and drug-free environment for all its employees.
Employees are not allowed to smoke, consume oral tobacco products, alcohol or any kind of
narcotic drugs during working hours in the premises of the organization. The special squad may
conduct periodic inspections for compliance during office hours, any employees who are found in
breach of this policy, will be subject to disciplinary action. It will be seen as a serious matter and
will be investigated in a timely manner, which may result in dismissal.
Exclusion (for Alcohol & Tobacco): Sudarshan recognises the need to respect personal privacy. Thus,
residential colonies, residential bungalows and guest houses of Sudarshan while are provided by
company, these being used for residential purposes by employees, their families and its guest will be
out of scope of this clause. Those who are staying in these premises are expected to stay here in
responsible manner that will not likely cause harm to another person or Sudarshan’s property or
reputation.
Alcohol:
Sudarshan recognises that employees enjoy a variety of social activities and that may include the
consumption of alcohol. Alcohol is not permitted to be consumed during work hours or inside office
premises. Those who are organising and supervising work-related functions/activities off company
premises, are expected to do so in a safe, responsible manner that will not likely cause harm to
another person or Sudarshan’s property or reputation.
Tobacco Consumption
Consumption of tobacco and related products is prohibited in all office buildings and on all
Sudarshan’s property
Smoking is prohibited in all office buildings and is prohibited within twenty metres of fire hazards
and dangerous goods storage areas.
On a company site smoking may only be undertaken within designated smoking areas where
applicable. Where there is no formal designated outside smoking area, it is expected that smoking
will be undertaken 20 feet from the main entrance of the building.
Drugs
Employees are strictly prohibited from the unlawful use, possession, solicitation for, distribution
of, or sale of narcotics or other illegal drugs. Violations of this policy are subject to disciplinary
sanctions up to and including the termination of employment.
Sexual Harassment and Discrimination:
Sudarshan has a policy of zero tolerance for discrimination, sexual harassment or any other
harassment based on race, colour, religion, age, gender, sexual orientation, expression,
nationality, disability, marital status or any other protected category under applicable law.
Harassment includes but is not limited to, racist, sexist or ethnic comments, jokes or gestures, or
any conduct or statement creating an intimidating, hostile or offensive work environment.
It is the responsibility of every employee to communicate/ report any unacceptable behaviour of
the kind mentioned in the definition of sexual harassment, initiated towards self or colleagues.
Intentional misuse/ abuse of this policy will also result in strict disciplinary action against the
employee misusing/ abusing the Sexual Harassment and Discrimination policy. Information and
details related to Sexual Harassment and Discrimination can be found at Sudarshan's intranet.
Employee/Employer Responsibility towards
the company
8 Employee/Employer Responsibility towards the company
8.1 Maintaining Accurate Records and Reports

8.1.1 Accurate Records

Employee must maintain accurate records that reflect the transactions and activities that are
recorded (including, but not limited to, employee records, financial transactions, and operational
records) Sudarshan business records must always be prepared with accuracy and reliability. The
details of Sudarshan’s relationships and transactions with those with whom it does business must
be accurately entered in its books and records.

8.1.2 Document Retention

All confidential documents, records and data must be preserved and is to be destroyed only as
authorized by the IT department and/or legal officer designated for this purpose. Any deliberate
and/or wilful destruction of confidential data or information shall be considered as a violation of
the Code of Conduct policy. Employees must seek guidance on data protection guidelines from
their respective managers if in doubt. If any person directs to violate this policy, you must
immediately contact the Legal Department and use all reasonable measures to protect the
record.

8.2 Protecting company Inventions, Patents, and Copyrights

8.2.1 Customer Privacy and Data Security

Sudarshan employees must comply with applicable privacy and data security laws, as well as
applicable contractual requirements when handling personal information and business data
collected in the course of conducting business. Failure to do so is not only a breach of this Code,
but also potentially a breach of civil and/or criminal laws related to data protection.

8.2.2 The integrity of data furnished

Every employee of Sudarshan shall ensure, at all times, the integrity of data or information
furnished by him/her to the company. He/she shall be entirely responsible for ensuring that the
confidentiality of all data is retained. The company ensures that all entries made in the company’s
books and records are complete and accurate, and comply with established accounting and
record-keeping procedures. The company maintains the confidentiality of all forms of data and
information entrusted to it and prevents the misuse of information belonging to the company or
any client.

8.3 Protecting company Assets and Information

All employees shall protect & ensure efficient use of company assets including but not limited to
the result of an employee’s work, money & funds, information about corporate or customer
transactions, intellectual property, physical property, proprietary information, distributor
information, supplier information, equipment’s, computer systems & software, furnishings etc.
Employees will not misuse the company’s resources for personal ends. If any employee is found
to have misused company’s resources/ assets such that it has resulted in a negative impact on
the organization, the employee shall be liable for enquiry & disciplinary action.
8.4 Business Reimbursement

Employees must report their business expenses accurately in a timely manner and must ensure
that they will not make any wrong or fraudulent claims on the company wilfully. Doing so will
tantamount to defrauding the company and will be seen as a financial integrity lapse. All claims
must be submitted for reimbursement as per guidelines issued from time to time by the
organization. Within 90 days from the date on which it was incurred. No claims above a period
of 90 days will be settled.

8.5 Insider Trading

Sudarshan is committed to the preserving the confidentiality and preventing the misuse of any
un-published price sensitive information. The Company is further committed to adherence to all
applicable laws and regulations set forth by the Securities and Exchange Board of India (“SEBI”)
or the Stock Exchanges with regards to prevention of insider trading.
No employee or director shall directly or indirectly tip material, non-public information to anyone
while in possession of such information. In addition, business related material, non-public
information should not be communicated to anyone outside the company under any
circumstances, or to anyone within the company other than on a need-to-know basis.
Employee Responsibilities towards Customer,
Suppliers, Government & Public
9 Employee Responsibilities towards Customer, Suppliers, Government & Public
9.1 Supplier’s code of conduct

Employee should evaluate the facts impartially and objectively in identification and selection of
supplier, regardless of whether it is a large or small purchase. You must not exert or attempt to
exert influence to obtain special treatment for a particular supplier. Even appearing to do so can
undermine the integrity of our established supplier’s code of conduct policy. Information and
details related to procurement guidelines can be found at Sudarshan's intranet.
The company discourages the practice of using company relationships for personal requirements.
Circumstances may occur where-in an existing vendor/partner of the organization may be a
service provider that an employee selects for a personal requirement. In such cases, the
employee needs to obtain prior approval on an e-mail from supervisor, functional/ business head
and to Head- Human Resources. The employee and vendor relationship is a separate occurrence
and shall be treated accordingly by both the vendor and the employee alike. In case the vendor
offers a benefit of a discounted rate in line with the terms he/she operates with the organization,
then the employee will be required to disclose the same on an e-mail to supervisor, functional/
business head and to Head- Human Resources.
Instances where the above guidelines apply but not limited to – raw material and other
manufacturing suppliers, Interior decorators, housekeeping vendors, furniture manufacturers,
and pest control vendors etc., who are engaged by the company.

9.2 Zero tolerance for land grabs

Secure rights to land and natural resources are an essential element to achieve development by
reducing uncertainties and facilitating long term investments by farmers and by public and
private investors.
Sudarshan is against all forms of land acquisitions that are illegal and/or have an adverse impact
on local communities’ livelihoods. It is committed to develop its business in a way that complies
with national laws and respects human rights, and particularly the customary rights to land and
natural resources that are impacted or potentially impacted by the company’s business activities.
Sudarshan has a zero tolerance for land grabs and seeks the support of those who could be
affected by investment decisions prior to decisions being taken.

9.3 Anti-Bribery

9.3.1 Avoiding Bribes

No employee should receive or give bribes in any form whether financial or non-financial. In case
a business associate offers a bribe, employees are expected to report the incident immediately
to their supervisor, functional/ business head and to Head- Human Resources. In case an
employee notices any other employee demanding or taking a bribe from any business associate,
he/she is expected to report the same immediately to the concerned authorities.

9.3.2 Availing favours from Employees

He/she should not request favours from employees by inappropriate financial or non-financial
means and threaten financial integrity.
 Examples of such favours are loans, transportation for personal use, and request for jobs for
relatives and friends, subsidized services etc.

9.3.3 Gifts

Sudarshan follows a “NO GIFT ACCEPTANCE POLICY”. No employee may accept any gift from
those who have, or are likely to have, business relationship with Sudarshan.
In all matters related to gifts or entertainment for external parties, it is the responsibility of the
Sudarshan employees to exercise good judgment. Offering gifts and entertainment is appropriate
provided there is a specific pre-approved business purpose and that the expenses incurred are
ordinary and necessary and reported as a part of appropriate financial disclosures.
Sudarshan does not consider entertainment of a non Sudarshan employee as a gift, as long as
both a Sudarshan employee and a non-Sudarshan employee are present during the event and
the same is not abnormal to normal day to day functioning & relationships nor of significant
monetary value.
Gifts and entertainment include (but are not limited to) corporate branded items, cultural
courtesies, business gifts, travel or accommodation, meeting or event, Business meals and
refreshments, tickets to sports, music or cultural events, beverages, recreation, lodging etc.

9.4 Political Contributions

9.4.1 Political Activities

Employees may participate in community affairs, and support the political party or candidate of
their choice. The employee’s political leaning is an aspect of his/her social life and purely his/her
personal choice. Employees need to be completely apolitical and not indulge in any political
activities such as canvassing for any party/position/ person etc. while at work or within the
company premises. Employees, who in their individual capacity wish to contest any elections for
any legislative office or municipal or local panchayat council, will need to take the prior written
approval of the HR department. The employee/employee’s manager should send a copy of the
written approval to the HR Department and the Legal department.

9.4.2 Holding Political Office

Sudarshan employee who intends to run for political office or accept a political appointment must
obtain prior written approval from Sudarshan’s Managing Directors (through the HR
department). Employees are not permitted to use Sudarshan’s name in connection with any
political campaign.

9.4.3 Making Political Contributions

No Sudarshan funds or any other Sudarshan asset may be used for political purposes. All
corporate contributions to political candidates for public office must be made in strict compliance
with governing law and with prior approval of Sudarshan’s Managing Director.

9.4.4 Public or Charity Donations

Employee can voluntary contribution in the form of monetary or non-monetary gifts to a fund or
cause for which no return service or payment is expected or made. Contributions to industry
associations or fees for memberships in organisations that serve business interests are not
necessarily considered donations.
 Charitable donations by the employee may only be made where:
• The donation is made in compliance with applicable laws;
• The donation is not made to secure an improper business advantage; and
Employee donations or sponsorship must not be made or offered in conjunction with, as part of
or in relation to any bid, tender, contract renewal or prospective business relationship.
Employee should ensure all donation or sponsorship is compatible with Sudarshan values and
Anti-Bribery policy.

9.5 Protection of Environment, Health, and Safety

Sudarshan conducts operations with the highest regard for the safety and health of employees
and the protection of the general public. Sudarshan is committed to complying with
environmental laws and regulations.
In the event of any breach in safety health and environment policy, notify the Site in charge / EHS
immediately so that corrective action can be taken to limit the effects of the incident. No
employee will be penalized for making such a report, each of us is responsible for complying with
rules and regulations and for taking the necessary precautions to protect ourselves, our
colleagues and the environment.
Governance
10 Good Leaver & Bad Leavers
Good leaver and bad leaver provisions entails clauses that outline dismissal and resignation
process implications and impact on employee exit
The purpose of this policy is partly to provide an incentive (including, ESOPs, long term incentives
as applicable to relevant employees at relevant Bands) who work in the business to work hard
and receive a share in the growth of the business when leaving and cashing-in (Good leaver) but
also to deter an employee who is important to the business from leaving before an agreed date
or being guilty of some misconduct which might damage the business, usually in breach of
contractual obligation (Bad leaver). For instance:
• If the employee is a Good Leaver, the employee will keep the employee stocks options
or other long term incentives under unchanged terms and the right to exercise the
warrants on the terms and conditions applicable to the warrants
• If the employee is a Bad Leaver, the employee warrants will lapse without compensation
and without notice upon termination of the employment, unless the management of
Sudarshan specifically takes an action and no later than upon the termination of the
employment decides otherwise.

10.1 Good Leaver & Bad Leaver

10.1.1 Good Leaver Event

Employee is considered to be Good Leaver if the individual is ceased to be an employee of

Sudarshan, at any time, as a result of
• Death
• Permanent incapacity
• Retirement (Retirement age as per Sudarshan policy)
• Voluntarily retires from employment after a pre-agreed period of time
• Termination of his employment by the Sudarshan where there is no breach of the
employment agreement or contract, wrongful or constructive dismissal by the company
The first 3 instances are considered as involuntary event that brings an end to contract of
employment and triggers a Good Leaver event.

10.1.2 Bad Leaver Event

Employee is considered to be Bad Leaver if employee leaves the company for any reason other
than those set out in the definition of good leaver. So, for example, a bad leaver may be
someone
• Dismissed or otherwise terminated, due to breach of the employment agreement or
contract
• Leaving the company voluntarily (other than retiring) to work elsewhere before expiry of
a pre-agreed period of time
• Non – compliance with Company’s Code of Conduct and corporate governance standards
• Any circumstance where it’s not a good leaver
10.2 Implications on Exit

ESOPs: Good leaver/Bad leaver provisions regulate the “exit price” i.e. the price the exiting
employee will receive for his/her share. The price is heavily weighted in favour of a Good Leaver
(e.g. full open market value of his shares) and heavily discounted for a Bad Leaver. This is
governed by ESOPs policy and execution guidelines.

Notice Period: Good leaver/Bad leaver provisions regulate the notice period timelines that
employee needs to serve. In any case of breach of companies Code of Conduct, non-compliance
with Values system and any such other instances, Management will have right for immediate
termination in trigger of bad leaver event. Depending on management jurisdiction it may also
impact relieving letter and other compensation components including fixed pay and short term
incentives as per the policy norms of the organisation.

11 Reporting Breach of Code of Conduct

This policy provides a mechanism for an individual to report violations of instances of unethical
behaviours, actual or suspected fraud or violations of the company’s code of conduct to the
management without fear of victimization. The policy is formulated to strengthen a culture of
transparency and trust in the organization.
Protection of Committee members & the person who reports breach of code of conduct:
Retaliation of any kind against anyone who is involved in the investigation of or in making an
allegation to breach of code of conduct is prohibited and may result in disciplinary action against
the retaliator, up to criminal action by filing FIR, including termination of employment.
The Code of Conduct Committee will determine whether the concern or complaint actually
pertains to a compliance violation. The committee will review the findings and will decide further
investigation and action.
What can be reported: Non alignment with company culture, physical assault, continual targeted
communication, violation of the code of conduct & acts of insubordination but not limited
thereto.

11.1 Grievance Redressal Procedure

1. Breach of code of conduct can be reported in writing or through e-mail:

[email protected]
2. A six member team, two members of which shall be female employees, one Business
representative, Head HR, Head Fin & Accounts & Legal & Company Secretary will form the
Compliant Enquiry Committee.
3. In cases where the situation so warrants MD has sole discretion to form a suitable committee
for certain matters in case of unavailability of designated persons or depending on area of
misconduct (including, but not limited to, CFO in case of finance related cases, IT Head in case
of IT related cases).
4. The committee will be chaired by HR Head and the quorum shall be four members personally
present. Investigators which could be internal Sudarshan officials / external experts as per
need and severity of the case will conduct a process towards fact finding and analysis. All
investigators will be independent and unbiased while reporting the facts.
5. One lead investigator among the appointed investigators will take up the case further & give
a presentation to the Committee members.
 6. Committee will draw consensus & case resolution document will be prepared.
7. Committee will forward its findings and recommended action to the Managing Director.
8. Managing Director will take a final decision on the matter.

11.2 Directive Principles

The management shall provide all the necessary assistance and resources for the purpose of
ensuring full, effective and speedy implementation of this policy.
In case the Committee finds the degree of offence coverable under the Indian Penal Code, then
this fact shall be mentioned in its report and appropriate action shall be initiated by the
Management, for making a Police Complaint.
In cases where the situation so warrants and at the sole discretion of the Head-HR /Managing
Director, the Enquiry Process may be dropped and complaint case referred straight away to the
Police by making a Police Complaint.
Reporting of the Committee: The Committee should report to the Managing Director. If required
may seek assistance from any other department other than the department from where the
complaint has been received.
Grievance against any member of Enquiry Committee: It is hereby stated that any disciplinary
or corrective action initiated against the subject as a result of the finding of an enquiry pursuant
to this policy will be final. The management shall provide all necessary assistance for the purpose
of ensuring, effective and speedy implementation of this policy.

11.3 Helpline and Contacts

Sr. No Name of member Designation Contact Number

1. Shivalika Patil HR Head +91 8380051567

2. Vivek Thakur Fin & Accounts Head +91 8411004086

3. Mandar Velankar Legal and Company secretary +91 7020709159

4. Ashish Vij Business Head +91 9881066054

5. Rajani Shetty As lady member +91 9325635694

6. Madhuri Sanas As lady member +91 9623056871

In case of any changes due to role change of the above role holders, resignations, etc. the revised
committee would be intimated to the employees through a common mail communication and
company’s designated notice board.

11.4 Amendments to the Code of Conduct

Sudarshan Chemical Industries Ltd. reserves the right to amend or modify this policy in whole or
in part, at any time without assigning any reason whatsoever. However, no such amendments or
modification will be binding on the employees unless the same is notified to the employees
through intranet or e-mail.
 Such subsequent additions and deletions will be notified to the employees in writing or by e-mails
informing them of the same. All notifications will be recorded in the Manual by the HR
Department.
Head – HR & Admin, Managing Director will be the approving authority for any changes to be
implemented in the policy.

11.5 Employee Training

All employee will undergo mandatory code of conduct training every year facilitated by HR team,
to provide necessary information on revised policy, FAQs and other additional references which
needs to be considered as a part of Code of Conduct policy.
Acknowledgment
12 Acknowledgment & Undertaking from the Recipients
Dear Sir/Madam I, _________________, S/o _________________, aged about ____, Employee,
Residing at ________________________________, do hereby solemnly affirm and sincerely
state on oath as follows:

That I have been recruited in Sudarshan Chemical Industries Limited (Hereinafter referred to as
the “Company”) as_____________ at __________ (Location) with effect from __________.

I have received and read the Company's Code of Business Conduct and Ethics. I understand the
standards and policies contained in the Company Code of Business Conduct and Ethics and
understand that there may be additional policies or laws specific to my job. I further agree to
comply with the Company Code of Business Conduct and Ethics.

That I shall apply myself diligently and faithfully to all duties & responsibilities that may be
assigned to me from time to time and will conform to such directions that shall be given to me
by my superiors. I shall be responsible for the efficient, satisfactory and economic operation in
the areas of responsibility that may be assigned to me from time to time. It is the intention of the
Company that every employee of the Company takes upon himself/herself a certain degree of
responsibility and is accountable for the work undertaken by him/her.

I agree and undertake that I will not indulge in any unethical acts or practice which is against the
interests of the Company and/or Clients/Colleagues and/or which are illegal and not in
conformity with the policies and practices of the Company and Statutory rules, regulations and
Acts.

I agree and undertake that the Company reserves the right to decide whether any violations have
been committed by me in terms of this undertaking and in regard to the terms of my
appointment. Further I agree and undertake that, in case the Company concludes that I have
violated or breached any of the terms of this undertaking or of my appointment, the Company
can initiate appropriate legal as well as disciplinary action which shall not be limited to
Suspension, Termination, Recovery of financial loss, Adjustment/Withholding of my payable
dues.

I have read the contents fully and understood the same and herewith undertake to abide in all
its entirety.

Date: Employee Name :

Place: Employee Signature:
 DISCLOSURE OF CONFLICT OF INTEREST FORM

Following is an extract of the said Code of Conduct on ‘Conflict of Interest’.

7.1.1 Personal Conflicts of Interest

A conflict of interest could be any known activity, transaction, relationship or service engaged in by an
employee, his/her immediate family (including parents, siblings, spouse, partner, and children),
relatives or a close personal relationship, which may cause concern (based upon an objective
determination) that the employee could not or might not be able to fairly perform his/her duties to our
company.

A personal conflict of interest may exist when an employee is involved in an activity or has a personal
(direct or indirect, by himself or through any relative) interest in the opinion of the company which can
interfere with the employee's objectivity in performing company duties and responsibilities

A relative shall cover the following persons:

a. Father (including step-father and father-in-law)

b. Mother (including step-mother and mother-in-law)

c. Spouse
d. Son (including step-son and son-in-law)
e. Daughter (including step-daughter and daughter-in-law)
f. Brother (including step-brother and brother-in-law)
g. Sister (including step-sister and sister-in-law)
h. Any family member who lives with the employee or who is otherwise financially dependent
on the employee, or on whom the employee is financially dependent

When dealing with family members beyond this definition, the employee must ensure that their
relationship does not interfere, or appear to interfere, with their ability to act in the best interest of
Sudarshan.

Few examples / scenarios of personal conflict of interest are as mentioned below

• The employee should not supervise someone with whom he/she shares a personal relationship.
• He/she should not participate in their selection process.

7.1.2 Conflicts of interest through outside business activities

Conflict of interest can arise when an employee is involved in a transaction or arrangement with any
person acting on his or her behalf or at his or her behest for the employee's direct or indirect personal
advantage or gains.
7.1.3 Employment outside Sudarshan

During employment with Sudarshan, employee should devote his/her attention and skills during the
working hours for company’s business, except with the written permission of the firm to engage
directly or indirectly with any other business, profession, personal or other commercial activity,
whether as a contractor, consultant or otherwise, whether full-time or part-time.

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In light of the aforesaid provisions, please describe below any relationships, transactions, positions
you hold, or circumstances that you believe could contribute to a conflict of interest (please strike out
as may be applicable and give details, wherever applicable).

I have no conflict of interest to report.

Or

I have the following conflict of interest to report:

1. _______________________________________________________________
2. _______________________________________________________________
3. ________________________________________________________________

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature: _________________________
Name: _____________________________

Employee No. _______________________

Date: ____________________