APPLICABILITY OF THE CODE:

RSITL is committed to conduct its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to cultivate a culture of honesty and accountability. Code of Conduct has been classified under:
• Code of Conduct for Directors
• General Code of Conduct applicable to Board of Directors and Senior Managerial Personnel.

Explanation:
For this purpose, the term “senior managerial personnel” shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

A. CODE OF CONDUCT FOR DIRECTORS

A Director should
• Use reasonable efforts to attend Board and Committee meetings regularly
• Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any agenda distributed and making reasonable inquiries
• Act in a manner to enhance and maintain the reputation of the Company
• Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and deny from discussion and voting on any matter in which the Director has or may have a conflict of interest
• Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors
• Make known the other Directors of the material personal interest in a matter and must not vote on the matter
• Disclose the facts correctly when he/she has dissented, where a decision is not unanimous

B. GENERAL CODE OF CONDUCT

1. HONEST AND ETHICAL CONDUCT
The Directors & senior managerial personnel shall act in accordance with the highest standards of personal and professional integrity, honesty, and morality with the Company’s customers, suppliers, competitors and employees. Such conduct shall be fair and transparent and in accordance with the best accepted professional standards of conduct. Their conduct shall be free from fraud and deception. They shall contribute in promoting the climate of trust and mutual respect.

2. PROTECTION OF COMPANY PROPERTY
The directors and senior managerial personnel should safeguard assets of the Company and resources and ensure its efficient use. Theft, negligence, and waste of the Company’s assets and property have a direct impact on the company’s profitability. Assets of the company should be used only for legitimate business purposes.

3. SECURITIES TRANSACTIONS & CONFIDENTIAL INFORMATION
Confidential information: It includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed.
The directors and senior managerial personnel shall maintain the privacy of confidential information of the company or that of any customer, supplier or business associate of the company except when disclosure is authorized or legally mandated.
Any information shall not be used or proliferated which is not available to public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the company on which such insider information has been obtained.

4. CORPORATE BUSINESS OPPORTUNITIES
Directors and senior managerial personnel owe a duty to the company to advance its legitimate interests when the opportunity to do so arises. They are expressly prohibited from:
• Taking for themselves personally, opportunities that are discovered through the use of Company property, information or position.
• Competing directly with the business of the Company or with any business that the Company is considering.
• Using company’s property, information, or position for personal gain.
They can pursue such activity only when company has decided not to pursue an opportunity after disclosing the same to the Board of Directors.

5. FINANCIAL REPORTING AND RECORDS
The directors and senior managerial personnel shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards that represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs.
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 authorised parties and government agencies. There shall be no willful omissions of any company transactions from the books and records, no advance income recognition and no hidden bank account and funds.

6. FAIR AND IMPARTIAL DEALING
The director and senior managerial personnel shall deal fairly and impartially with customers, suppliers, competitors and employees of the company. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, restrictive or trade secret information, misrepresentation of material facts, or any other unfair dealing practices.

7. GOOD CITIZENSHIP
• The directors and senior managerial personnel shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. They shall not support directly or indirectly any specific political party or candidate for political office. They shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.
• The directors and senior managerial personnel shall not offer or give any company funds or property as donation to government agencies or their representatives to obtain any favourable performance of official duties.
• The directors and senior managerial personnel shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

8. COMPLIANCE WITH LAWS AND REGULATIONS
The Directors and senior managerial personnel are committed to comply with all those acts, rules and regulations that regulate the conduct of Company both in letter and in spirit. They must abide the policies and procedures that govern the conduct of the Company’s business. If they are unfamiliar or uncertain about the legal rules involving Company business they should consult the legal department of the Company or take assistance from any consultation agency, before taking any action that may endanger the company or that individual.

9. INTEGRITY OF DATA FURNISHED
They shall ensure at all times the integrity of data or information furnished by them to the company.

COMPLIANCE OF THE CODE

All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The Annual Report of the company shall contain a declaration to this effect signed by the CEO/MD.
If any Directors, senior managerial personnel or employee knows of or suspects of a violation of all applicable laws, rules or regulation or this code of conduct, he must immediately report the same to the Board of Directors or any designated person thereof. Such person should as far as possible provide the details of suspected violation with all known particulars relating to the issue.

Violations of Code of conduct will result in disciplinary action, which may even include legal prosecution, termination of services of the employee. The company’s Board or any person designated by the board shall determine appropriate action in response to violations of this code of conduct.

INTERPRETATION OF CODE
The Board or designated person will handle any question or interpretation under Code of Conduct or any person authorized by the Board of the Company. The Board or any designated person has the authority to waive compliance with this code of business conduct for any director, or senior managerial personnel of the company. The person-seeking waiver of this code shall make full disclosure of the particular circumstances to the Board or the designated person

1. PREAMBLE
The Company is committed to practicing the maximum transparency in the conduct of Related Party Transactions in sync with its corporate governance philosophy based on the objective of continuing ethical conduct in fulfilling its responsibilities and recognizes that Related Party Transactions can present a risk of actual or apparent conflicts of interest of the Directors, Senior Management etc. with the interest of the Company.

The Board of Directors (the “Board”) of R. S. INFRA TRANSMISSION LIMITED (RSITL) in their meeting held on 14th November, 2014, has adopted the following policy on Related Party Transactions to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable to the Company.

2. OBJECTIVE
This policy is framed as per requirement of Section 188 of the Companies Act as well as Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges and intended to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

The Company is required to disclose each year in the Financial Statements transactions between the Company and Related Parties as well as policies concerning transactions with Related Parties. The policy also seeks to ensure that related party transactions are appropriately reported to the regulatory authorities and are also in compliance with other regulatory requirements like the Income Tax Act, 1961, the Accounting Standards, etc.

The Audit Committee of Board (‘Audit Committee”), shall review, approve and where permitted ratify Related Party Transactions based on this Policy in terms of the requirements under the above regulatory provisions as applicable.

3. APPLICABILITY
This Policy shall come into force with immediate effect and shall be applicable to transactions made with:-
(a) Board of Directors & their Relatives
(b) Key Managerial Personnel (KMP) of the Company and their Relatives, and
(c) Other Related Parties, as defined hereinafter.

4. DEFINITIONS
“Annual Turnover” and “Annual Consolidated Turnover” means turnover of the Company as reflected in the Audited Financial Statements of the preceding Financial Year on standalone and consolidated basis respectively;

Arm’s Length Transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest (Section 188 of the Companies Act, 2013);

Associate” means an enterprise in which the Company has a significant influence, but which is not a subsidiary company of the Company having such influence and includes a joint venture company (Section 2(6) of the Companies Act, 2013).
Explanation: for the purpose this clause “significant influence” means control of at least twenty percent of total share capital , or business decision under an agreement.

Audit Committee” or “Committee” means Committee of Board of Directors of the Company constituted under provisions of Listing agreement and the Companies Act, 2013;

Board” means Board of Directors of the Company;

Control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner:
Provided that a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position; [As per SEBI (SAST) Regulation]

“Key Managerial Personnel” means –
(a) the Chief Executive Officer or the Managing Director or the Manager;
(b) the Company Secretary;
(c) the whole-time director;
(d) the Chief Financial Officer;

Material Related Party Transaction” means a transaction with a related party if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed(s) five percent of the annual turnover or twenty percent of the net worth of the company as per the last audited financial statements of the company, whichever is higher. (Clause 49 of the Listing Agreement)

Net worth” means net worth of the Company computed in accordance with Section 2(57) of the Companies Act, 2013 based on the Audited Financial Statements of the preceding Financial Year;

Policy” means Related Party Transaction Policy;

“Related Party” means related party as defined in Clause 49 of the Listing Agreement and Section 2(76) of the Companies Act, 2013 read with The Companies (Meetings of Board and its Powers) Rules, 2014 which is as follows:

Related Party Transaction” means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged. (Clause 49 of the Listing Agreement)
Pursuant to Section 188 of the Companies Act, 2013, Related Party Transactions mean, any contract or arrangement with a related party, with respect to—
(a) sale, purchase or supply of any goods or materials;
(b) selling or otherwise disposing of, or buying, property of any kind;
(c) leasing of property of any kind;
(d) availing or rendering of any services;
(e) appointment of any agent for purchase or sale of goods, materials, services or property;
(f) such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and
(g) underwriting the subscription of any securities or derivatives thereof, of the company.

Relative” means relative as defined under the Companies Act, 2013 and includes anyone who is related to another, if –
• They are members of a Hindu undivided family;
• They are husband and wife;
• Father (including step-father) Mother (including step-mother)
• Son (including step-son)
• Son’s wife
• Daughter
• Daughter’s husband
• Brother (including step-brother) Sister (including step-sister)

5. POLICY:
All Related Party Transactions must be reported to the Audit Committee and referred for prior approval by the Committee in accordance with this Policy. Where any director is considered interested in any transaction with Related Party, such director shall not be present at the meeting during discussions and voting on the subject matter of the resolution relating to such transaction. However, the Audit Committee may grant omnibus approval for the Related Party Transactions proposed to be entered into by the Company.

Upon approval by the Audit Committee, Specified Related Party Transactions must be referred to the Board for prior approval in accordance with this Policy. Where any director is considered interested in any transaction with Related Party, such director shall not be present at the meeting during discussions and voting on the subject matter of the resolution relating to such transaction.
Upon approval by the Audit Committee / Board, all Material Related Party Transactions shall require prior approval of the shareholders through special resolution. No member of the Company shall vote on such special resolution, to approve any transaction which may be entered into by the Company, if such member is a Related Party, irrespective of whether the member is a party to the particular transaction or not.

Any Related Party shall not be eligible for appointment as auditor (including internal auditor, cost auditor, secretarial auditor, etc.) of the Company.

In case where Companies Act, 2013 or the Listing Agreement or SEBI Guidelines or any other statutory requirement is more stringent (i.e. contains additional approvals or restrictions or disclosures or intimations) in relation to any transaction then the requirements contained in the respective statute shall also be required to be fulfilled and observed in addition to compliance with this Policy.

6. IDENDTIFICATION OF RELATED PARTY
Every Director, Key Managerial Personnel and Influential Person is responsible to declare any person or entity that would be regarded as Related Party for the Company in accordance with this Policy on account of his being director or key managerial personnel of the Company. Such declaration shall include disclosure of his (and his relative’s) concern or interest in any company or companies or bodies corporate, firms or such other association of individuals which shall include the shareholding, directorship, membership, partnership, etc.

Company Secretary shall identify other persons or entities that would be regarded as Related Parties on account of their relationship as mentioned in definition of Related Party on a quarterly basis based on the information available with him or after making enquiries as may be necessary.

Company Secretary shall prepare a comprehensive List of Related Parties based on the information received from Director, Key Managerial Personnel, Influential Person and other persons or entities identified by him. Such list shall be updated on a quarterly basis, or more frequently if need arise, and circulated to all the persons having authorities to carry out any transactions so that the Policy can be adhered to.

Audit Committee shall determine the procedure to be followed for declaration as well as compilation and circulation of the comprehensive List of Related Parties.

7. IDENTIFICATION OF POTENTIAL RELATED PARTY TRANSACTIONS
Each Director and Key Managerial Personnel is responsible for providing notice to the Board or Audit Committee of any potential Related Party Transaction involving him or her or his or her relative, including any additional information about the transaction that the Board/Audit Committee may reasonably require. Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with the Policy.

The Company strongly advocates receipt of such notice of any potential Related Party Transaction well in advance so that the Audit Committee/Board has adequate time to obtain and review information about the proposed transaction.

What is not a Related Party Transaction? (Transactions that are exempted)
The transaction entered into by the company is:

In ordinary course of business (this is not a defined term in the Act and will have to be interpreted on a case to case basis) i.e. a business as stated in main object(s) clause of the Memorandum of Association of the company and should be a business which is usual or customarily carried on by the company at regular intervals; but on the contrary Clause 49 of the Listing Agreement does not specify any exemption for Related Party Transactions entered in ordinary course of business. And

On arm’s length basis i.e. a transaction between two related parties that is conducted as if they were unrelated or in other words at competitive market rates prevailing, so that there is no conflict of interest. The price and other terms in the contract with the Related Party are to be similar as would be applicable to any third party.
However, in both the above circumstances a proof / evaluation are required to affirm that the transaction is not related party transaction. This would need to be consistent with domestic transfer pricing requirements as well under the Income Tax Act, 1961.

REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS
Related Party Transactions will be referred to the next regularly scheduled meeting of Audit Committee for review and approval. Any member of the Committee who has a potential interest in any Related Party Transaction will recuse himself or herself and abstain from discussion and voting on the approval of the Related Party Transaction.

To review a Related Party Transaction, the Committee will be provided with all relevant and complete material information of the Related Party Transaction, including the nature, terms and duration of the transaction, the business purpose, justification of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters. In determining whether to approve a Related Party Transaction, the Committee will consider the following factors, among others, to the extent relevant to the Related Party Transaction:
a) Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the Company and would apply on the same basis if the transaction did not involve a Related Party;
b) Whether there are any compelling business reasons for the Company to enter into the related Party Transaction and the nature of alternative transactions, if any;
c) Whether the Related Party Transaction would affect the independence of an independent director;
d) Whether the proposed transaction includes any potential reputational risk issues that may arise as a result of or in connection with the proposed transaction;
e) Whether the Company was notified about the Related Party Transaction before its commencement and if not, why pre-approval was not sought and whether subsequent ratification is allowed and would be detrimental to the Company; and

f) Whether the Related Party Transaction would present a conflict of interest for any Director or Key Managerial Personnel of the Company, taking into account the size of the transaction, direct or indirect nature of the director’s, Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.
g) Whether the Company has obtained the opinion of an Independent Chartered Accountant that the proposed transaction is in compliance with the relevant provisions of the Companies Act, Income Tax Act and the Listing Agreement with Stock Exchanges.

APPROVAL OF THE BOARD

If the Committee determines that a Related Party Transaction should be brought before the Board, or if the Board in any case elects to review any such matter or it is mandatory under any Law for the Board to approve the Related Party Transaction, then the considerations set out above shall apply to the Board’s review and approval of the matter, with such modification(s) as may be necessary or appropriate under the circumstances.
Such approval of the Board should be obtained only at a duly convened meeting and cannot be obtained by way of a circular resolution or by delegating to any Committee of the Board [Section 188(1)]

APPROVAL OF SHAREHOLDERS
Prior approval of the shareholders by special resolution is required in case of all material RPT as per Clause 49 of the Listing Agreement and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

If prior approval of the Audit Committee / Board / general meeting for entering into a Related Party Transaction is not feasible, then the Related Party Transaction shall be ratified by the Audit Committee and the Board / general meeting, if required, within 3 months of entering in the Related Party Transaction.

RELATED PARTY TRANSACTIONS NOT APPROVED UNDER THIS POLICY
In the event the Company becomes aware of a transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Committee. The Committee shall consider all of the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy, and shall take such action it deems appropriate.

In any case, where the Committee decides not to ratify a Related Party Transaction that has been commenced without approval, the Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction. In connection with any review of a Related Party Transaction, the Committee has the authority to modify or waive any procedural requirements of this Policy.

8. REPORTING REQUIREMENTS
The Company shall report to Stock Exchanges on quarterly basis, the details of all material transactions with Related Parties.

The Company shall report in the Annual Report, the transactions that require the approval of the Board and shareholders with justification for entering into such contract or arrangement.

9. REVIEW
The policy shall be reviewed by the Audit Committee and the Board, from time to time as may be necessary. This Policy will be communicated to all related parties, operational employees and other concerned persons of the Company and also uploaded on the web site of the Company.

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) at their meeting held on 14th November, 2014 and has been approved by the Board of Directors in their meeting held on 14th November, 2014.

Definitions:
Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
Board means Board of Directors of the Company.
Directors
mean Directors of the Company.

Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

Key Managerial Personnel” means:
i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
ii) Chief Financial Officer;
iii) Company Secretary; and
iv) such other officer as may be prescribed.

Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective
:
The objective of the policy is to ensure that
1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
3. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:
The role of the NRC will be the following:
1. To formulate criteria for determining qualifications, positive attributes and independence of a Director.
2. To formulate criteria for evaluation of Independent Directors and the Board.
3. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
4. To carry out evaluation of Director’s performance.

5. To recommend to the Board the appointment and removal of Directors and Senior Management.
6. To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
7. To devise a policy on Board diversity, composition, size.
8. Succession planning for replacing Key Executives and overseeing.
9. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
10. To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
c) The Company shall not appoint or continue the employment of any person as Managing Director and Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION
The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
2) Remuneration to Non-Executive / Independent Directors:
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and
ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Impendent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.
b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.
c) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

1. The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
2. The Committee may Delegate any of its powers to one or more of its members.

AMENDMENT
The Board/ the Committee reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

1. Introduction
The Board of Directors of R. S. Infra Transmission Ltd. (‘the Company’) has adopted the following policy and procedures in their meeting held on 28th February, 2015, with regard to risk management as defined below. The Company is in the process of forming a Risk Management Committee. The Board may review and amend this policy from time to time. This Policy shall be applicable to the Company with immediate effective.

2. Objective
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management in order to guide decisions on risk related issues. The specific objectives of the Risk Management Policy are:
1. To ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed.

2. To establish a framework for the company’s risk management process and to ensure company wide implementation.

3. To ensure systematic and uniform assessment of risks related with manufacturing and supply of products.

4. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

5. To assure business growth with financial stability.

Risk Management Policy is framed as per the requirements of Clause 49 of the listing agreement and provisions of the Companies Act, 2013
R. S. Infra Transmission Ltd. being a listed company, is required to adhere to the regulations made both by the Companies Act, 2013 and Clause 49 of the Listing Agreement governed by the Securities and Exchange Board of India (SEBI). Where any stipulation is common between the regulations, more stringent of the two shall be complied with.

3. Definitions
“Risk” Risks are events or conditions that may occur, and whose occurrence, if it does take place, has a harmful or negative impact on the achievement of the organization’s business objectives. The exposure to the consequences of uncertainty constitutes a risk.

Risk Management” Risk Management is the process of systematically identifying, quantifying, and managing all risks and opportunities that can affect achievement of a corporation’s strategic and financial goals.
“Risk Strategy” The Risk Strategy of a company defines the company’s stand point towards dealing with various risks associated with the business. It includes the company’s decision on the risk tolerance levels, and acceptance, avoidance or transfer of risks faced by the company.
Risk Assessment” Risk Assessment is defined as the overall process of risk analysis and evaluation.

Risk Estimation” Risk Estimation is the process of quantification of risks.

Risk Tolerance/Risk Appetite” Risk tolerance or Risk appetite indicates the maximum quantum of risk which the company is willing to take as determined from time to time in accordance with the Risk Strategy of the company.

Risk Description” A Risk Description is a comprehensive collection of information about a particular risk recorded in a structured manner.

4. Risk Management Policy In order to fulfill the objectives of this policy and lay a strong foundation for the development of an integrated risk management framework, the policy outlines the following guiding principles of Risk Management:

1. Principles of Risk Management
1. All business decisions will be made with the prior information and acceptance of risk involved
2. The Risk Management Policy shall provide for the enhancement and protection of business value from uncertainties and consequent losses
3. All employees of the company shall be made aware of risks in their respective domains and their mitigation measures
4. The risk mitigation measures adopted by the company shall be effective in the long-term and to the extent possible be embedded in the business processes of the company
5. Risk tolerance levels will be regularly reviewed and decided upon depending on the change in company’s strategy
6. The occurrence, progress and status of all risks will be promptly reported and appropriate actions be taken thereof.

2. Risk Management Policy Statement
The policy statement is as given below:
1. To ensure protection of shareholder value through the establishment of an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all risks
2. To provide clear and strong basis for informed decision making at all levels of the organization
3. To continually strive towards strengthening the Risk Management System through continuous learning and improvement.

3. Scope and extent of application
The policy guidelines are devised in the context of the future growth objectives, business profile envisaged and new business endeavors including new products and services that may be necessary to achieve these goals and the emerging global standards and best practices amongst comparable organizations. This policy is meant to ensure continuity of business and protection of interests of the investors and thus covers all the activities within the company and events outside the company which have a bearing on the company’s business. The policy shall operate in conjunction with other business and operating/administrative policies.

4. Risk Assessment
The process of Risk Assessment shall cover the following:
a) Risk Identification and Categorization – the process of identifying the company’s
exposure to uncertainty classified as Strategic / Business / Operational.
b) Risk Description – the method of systematically capturing and recording the company’s identified risks in a structured format
c) Risk Estimation – the process for estimating the cost of likely impact either by quantitative, semi-quantitative or qualitative approach.

5. Identification and categorization of risks
As defined earlier, risks are events or conditions that may occur, and whose occurrence, if it does take place, has a harmful or negative impact on the achievement of the organization’s business objectives.
Key characteristics by which risks can be identified are:
• Risks are adverse consequences of events or changed conditions
• Their occurrence may be identified by the happening of trigger events
• Their occurrence is uncertain and may have different extents of likelihood
Recognizing the kind of risks that company is/may be exposed to, risks will be classified broadly into the following categories:
1. Strategic Risk: include the range of external events and trends (like Government policy, competition, court rulings or a change in stakeholder requirements) that can adversely impact the company’s strategic growth trajectory and destroy shareholder value.

2. Business Risk: include the risks associated specifically with the company and having an adverse impact on the company’s capability to execute activities critical for business growth, thereby affecting its near-term performance. E.g. occurrence of a risk event delaying the timely completion of construction activity of a hydro-electric power generation project leading to the deferment of revenues expected from the project.

3. Operational Risk: are those risks which are associated with operational uncertainties like unpredictable changes in water levels, force majeure events like floods affecting operations, internal risks like attrition etc

6. Risk Description
A risk description helps in understanding the nature and quantum of risk and its likely impact and possible mitigation measures. Risk descriptions for each of the risks identified in the Risk Matrix are to be documented and recorded in a structured format in each area where the risk is identified.

7. Risk Estimation
In this process, the consequences of the risk occurrences have to be quantified to the maximum extent possible, using quantitative, semi-quantitative or qualitative techniques.
Process of risk quantification for the company has to be qualitative, supported by quantitative impact analysis. To apply this approach, the chain of adverse consequences (refer adjacent figure), which may occur in case the identified risk materialises, should be enlisted. For each of the chains of adverse consequences, the cost impact needs to be calculated and attributed to the particular risk. In such an exercise, actual cost impacts (like claims by contractor, loss of equipment value, etc) as well as opportunity costs (like loss in realisation of revenue, delay in commission of project etc) must be captured to arrive at the total cost impact of materialisation of the risk.

REVIEW
This policy shall evolve by review by the Risk Management Committee and the Board from time to time as may be necessary.
This Policy will be communicated to all vertical/functional heads and other concerned persons of the Company.

PREAMBLE
Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.
Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called „Whistle Blower Policy‟ for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company’s code of conduct.

POLICY
In compliance of the above requirements, R. S. Infra Transmission Ltd., being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Board of Directors (the “Board”) of R. S. INFRA TRANSMISSION LIMITED (RSITL) in their meeting held on 14th November, 2014, has adopted the said policy.

POLICY OBJECTIVES

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

DEFINITIONS
Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

Whistle Blower” is a Director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

SCOPE
The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
1. Breach of the Company’s Code of Conduct.
2. Breach of Business Integrity and Ethics.
3. Breach of terms and conditions of employment and rules thereof.
4. Intentional Financial irregularities, including fraud, or suspected fraud.
5. Deliberate violation of laws/regulations .
6. Gross or Willful Negligence causing substantial and specific danger to health, safety and environment.
7. Manipulation of company data/records.
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets

ELIGIBILITY
All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

PROCEDURE
All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in Hindi/English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:-
Name and Address – Mr. Ajay Sharma
Company Secretary
R. S. Infra Transmission Ltd.
A-241-242 (b) Raod No. 6D,
V.K. I. Area, Jaipur
Email: cs@rsinfratransmission.com

In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/ Committee constituted for the same/ an outside agency before referring the matter to the Audit Committee of the Company.
The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.
The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.
The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.

DECISION AND REPORTING
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

CONFIDENTIALITY
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

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. Adequate safeguards against victimization of complainants shall be provided. 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 to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

DISQUALIFICATIONS
While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

COMMUNICATION

Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

RETENTION OF DOCUMENTS
All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.