Code of Conduct

Objective & Scope

The employee of Hinduja Leyland Finance (herein after referred to as the
“Company”) occupy positions of trust and confidence. Consequently, each
employee’s public behaviour has a direct bearing on the reputation of the
Company. Therefore, it is essential that employees follow the highest standards of
professional conduct & ethics at all times, whether in office or outside office.
This code of Conduct outlines the standards of behaviour that all employees of the
Company are required to adhere to.
While this Code lays down the basic expectations from employees, this does not
constitute the universe of acceptable / unacceptable behaviour by the employees of
the Company. This code must be read along with the terms of appointment and
internal guidelines, directives issued from time to time aimed at guiding employees
in the effective discharge of their duties & responsibilities.
For the purpose of this code, ‘Family’ shall mean:
 Spouse, whether residing with the employee or not, and whether dependent
or not (but excluding a legally separated spouse)
 Dependent children or step children / adopted children, whether residing
with the employee or not, (but excluding children /step children / adopted
children whose custody the employee has been legally deprived of)
 Dependent parents of the employee or the employee’s spouse, whether
residing with the employee / employee’s spouse or not
 Members of extended family of the employee

In case of any doubt or confusion regarding the applicability of this code to a given
situation, employees must seek appropriate clarity from HR Department. All
managers shall be responsible for ensuring effective implementation of this Code
of Conduct by their reports.

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Work Ethics

Every Employee Shall

a) Report at once to the Superior any vital lapse / abnormal situation / loss which
he may notice; that may have adverse effect on Company’s financial resources,
market standing etc.
b) Always keep in his person the identify card issued to him by the Company.
c) Always keep the concerned authorities informed about changes in marital
status, dependents, address etc. or any other information that may be required
by the management from time to time.
d) Be polite and shall refrain from using insulting language to a customer, superior
or any other employee of the Company.
e) Maintain good conduct and discipline and show courtesy and attention to all
persons in all transaction and negotiations.
f) Observe, comply with and obey all orders and directions which may from time
to time be given by any persons under whose control he may for the time being
be placed.
g) At all times take all possible steps to ensure and protect the interests of the
Company (HLF) and discharge his duties with utmost integrity, honesty, and
diligence.
h) Current / prospective customers, suppliers and other employees must be treated
without any discrimination arising from their race, colour, creed, religion, sex,
national origin, marital status, age and physical / mental handicaps (except as
required by law).
i) The work environment is to be free from disruptive influences which can
interfere with or interrupt the work of the company.
j) Infrastructure and facilities provided by the company to an employee, such as
telephone, car, etc, shall be used exclusively for the company’s business and for
no personal business whatsoever, of the employee.
k) Ensure proper behaviour in keeping with the official decorum and not to
indulge in riotous or disorderly behaviour or any act subversive of discipline.
l) Be careful to ensure that customers or suppliers do not exploit their relationship
with the Company, and that the Company’s name is not used in connection
with any fraudulent, unethical, dishonest or unauthorised transactions.
No Employee Shall
a) Be habitually late in attending office
b) Resort to habitual breach or gross / deliberate violation of any directives/ rules /
policies of the Company.
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c) Misuse any amenity provided by the Company for office purpose.
d) Leave office premises without intimation / permission.
e) Neglect any aspect of his official work.
f) Exhibit insubordination or disobedience whether alone or in combination with
other employees
g) Register attendance of other employees.
h) Loiter, idle or waste time or malinger during working hours.
i) Willfully or habitually absent himself from duty without permission or for a
period exceeding three days without notice of absence.
j) Obtain leave of absence, by making false ailment, false/forged certificates.
k) Refuse to accept any written order/communication from the Superiors.
l) Furnish incorrect or false information about the previous service particulars in
any other organization and reasons for leaving them.
m) Suppress any information in connection with obtaining employment with the
Company or later during the service of the Company.
n) Use the Company’s name to enhance their own opportunities with respect to
any external relationships or personal transactions, or to imply without proper
authorisation, Company’s sponsorship or support of their outside interests.
o) Engage in any capacity with any organisation irrespective of relationship with
the Company without specific written approval in this regard
p) Threaten or abuse or intimidate or assault any employee/customer
inside/outside the premises of the Company in connection with any aspect of
his employment.
q) Squat or remain anywhere within the premises of the Company with a view to
intimidate, coerce or threaten Company employees.
r) Indulge in any criminal offense involving moral turpitude, which attracts
conviction in any court of law.
s) encourage or instigate forms of coercive action on any other employee.
t) Be involved in theft, fraud or dishonesty in connection with Company business,
affairs or property entrusted by the Company.
u) Indulge in forgery, falsification, destruction or alteration, theft or removal of
records of the Company
v) Be under the influence of any intoxicating drink or drug during the course of
duty.
w) Violate any law relating to intoxicating drinks or drugs in force or be under the
influence of any intoxicating drink or drug during the course
x) Write anonymous or pseudonymous letters regarding employees, business or
affairs of the Company.
y) Possess pecuniary resources or property disproportionate to the known sources

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 of income either by himself or in the same of close relatives/ dependents.
z) Bring any political or outside influence to bear upon the management to further
his or other employees’ interest in respect of matters pertaining to his/ their
services with the Company.

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Honesty and Integrity

The Company’s culture is based on honesty & trustworthiness. It is important that

these qualities are demonstrated at all times, so that our customers remain
confident that their relationship with the Company is in good hands.
To maintain the Company’s reputation as an honest, trustworthy organisation, it is
expected that:
 Conduct, on and off the job, will be such that the integrity of an employee of
the Company is unquestionable.
 In all communications, including sales presentations and advertising, there
will be adherence to the truth, and there will be no attempt to mislead
directly or indirectly. This not only means a prohibition on making false
statements, but is also intended to rule out misleading by deliberate
omission.
 This rule, like the others in this Code, is intended to be followed both in
letter and spirit.
 Promises or commitments which Company does not intend to honour, or
shall be unable to honour, should not be given.
 The Company’s goodwill, infrastructure and working time shall be used
only for official objectives and not for private purposes (e.g. investment /
dealing in shares / securities etc).

Compliance with Laws & Regulations

The Company believes in strict adherence to the law of the land. The laws and
regulations, both foreign and domestic as applicable, govern various aspects of the
Company’s business.
 The Company shall not condone or tolerate any violation of such laws or
any breach / offense involving moral turpitude.
 No employee of the Company shall, either during their tenure with the
Company or thereafter, violate any such laws which would at any time lead
to bringing adverse publicity to the Company.
 Company is a regulated entity and each employee is responsible for
adhering to all laws, directives and regulations which related to their
respective function.
 Where unresolved legal issues and concerns are identified, they should be
brought to the notice of Compliance Department for guidance and
appropriate closures
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Official Secrecy and Information security

Every Employee Shall

Maintain utmost secrecy regarding Company affairs in line with non-disclosure
agreement.

No Employee Shall
a) Share or publish any document, paper or information in social media and
public at large which might have come into his possession in official capacity
or otherwise without prior permission.
b) Disclose any financial data and information regarding decisions / settlements /
agreements or any other matters of trade and business of the Company without
permission.

Outside Activities

Every Employee Shall

a) Obtain prior permission before taking part in registration, promotion or
management of any Company/Financial Institution or Company.
b) Declare immediately if any close relative of the employee should render
service to a non-company organization with which the Company has
business / other relationship.
c) Report the following information if he holds position with any company
which requires him to do business on our Company behalf:
 Supplies of goods and / or services to the Company
 Distributors or Dealers for the Company
 Companies in which our Company has a minority shareholding or at
least 10% of any class of listed shares or
 Any other business which has at the relevant time a business
relationship with the company except in so far as interest amount to a
bona fide investment in a company which is quoted in the recognized
Stock Exchange to an extent exceeding 1% shareholding.
 Any personal interest of value which he or his close relatives might
have in any
 transaction or proposed transaction between the Company and an
outside person or organization.

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d) Manage his private affairs so as to avoid habitual indebtedness or
insolvency.

No Employee Shall
a) Canvass for political party membership or involve in collection of political party
funds/contribution within the premises of the Company.
b) Carry out or be concerned in any other business or holding office with or
without remuneration while on employment of the Company.
c) Contest in elections to any elected office of the local bodies, legislative bodies
etc. while on service of the Company without obtaining permissions.
d) Canvass in support of any business of insurance agency, commission agency
etc. managed by close members of his family within the premises of the
Company.
e) Engage himself in any trade or business or employment; either part time or full
time.
f) Render service to represent as a director or employee of any other organization.
g) Give evidence, in connection with any enquiry conducted by a person,
committee or authority, judicial or non-judicial.
h) Speculate in any stock, share or securities or commodities or valuables of any
description or shall make investments which are likely to embarrass or influence
in the discharge of his duties.
i) An employee shall not act either as an Executor or Trustee in respect of the Will
of a customer of the Company, and shall not accept any benefit directly or
indirectly through such will.
j) An employee must not allow the Company’s name or reputation to be used in
connection with any political campaign.

Misuse of Official Capacity

Every Employee Shall

a) Refrain from accepting any fee or any pecuniary advantage for any work done /
service provided
to any outsider.
b) Refrain from accepting lavish or frequent hospitality from any individual or firm
having
business dealing with our Company.
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No Employee Shall
a) Solicit or accept directly or indirectly or permit any member of his family to
accept, without
permission, gift or reward or any such offer from any person or firm having
dealings with the
Company.

b) Demand or accept bribes or any illegal gratification.

c) Accept or solicit from any person or firm money, favour or consideration for
employment in
the Company.
d) Accept or solicit from any person or firm money, favour or consideration
connected with any
facet of Company activities.

Non-Disclosure for Conflict of Interest

The following shall be deemed as Conflict of Interest

a. Employment
a) Dual employment either full time/part time/contractual overlapping with
employment in HLF.
b) Employment of Friends and Family as defined earlier without specific consent.

b. Vendors
a) Empanelment of vendors (of any kind) who are relatives of approval authority
or any employees
b) Empanelment of ex-employees in case of sourcing or collection agents
c) Empanelment of common vendors for various activities. Eg. Same entity/
person appointed as Repo agent, Repo yard owner or Purchaser of Repo stock.
d) Arranging transaction or any deal among customers or dealers or vendors in
personal capacity.

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Gifts, Personal Dealing and Favours
a) Any kind of personal dealing by employee of the company from Customers/
Guarantor/ Vendor for sale or purchase of any movable or immovable assets or
any services availed
b) Engaging and asking personal favours for yourself or employee relatives from
Customers or Vendor or Employees
c) Accepting any festival gifts, cash or in kind, of personal in nature from
Customers or Vendor or Employees.

Loan Approval
a) Non-disclosure on granting loans to employees or relatives of any employees
of the company or loans to such firms or companies in which employee has
shareholding as promoter or of significant quantity (not disclosed at time of
employment or subsequently).
b) Transferring HLF business or lead to competitor or dealer in lieu of cash or
kind or even without any consideration.
c) Ignoring and not highlighting or escalating financial or non-financial mal-
practices if it come to your notice.
d) Taking Customer or Company policy documents or system information out
from the Company without approvals.

Repo Stock
a) Purchase of repo stock-in-hand by any employee of the company or his
immediate family members, spouse, parents, sibling, son, daughter or spouse
immediate family members).
b) Giving assurance to purchaser on sale price before repo approval.
c) Releasing Stock before receiving full repo sale approved price.
d) Any kick back in cash or kind received from Repo broker or Purchaser or any
other vendor

Sexual Harassment
Any misconduct with related to sexual harassment shall come under the purview of
POSH Policy.

Media Interaction
No employee shall share any data or express any opinion about the business of the
company to any social or public media platform without explicit approval from the
management.

Act of Misconduct
A breach of any of the provision(s) of the rules contained in this policy will
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constitute misconduct and will be punishable as per disciplinary procedure given
below.

Consequence Management
An employee found guilty of misconduct may be:
a) warned
b) suspended form service till investigation is completed
c) removed from service
d) dismissed form service without notice

No order imposing a punishment shall be made unless the employee concerned has
been informed in writing of the alleged misconduct or given an opportunity to
explain the circumstances.

An employee against whom an enquiry is proposed to be held shall be given a

show cause notice setting forth the circumstances appearing against him and
requiring his explanation. He is required to appear before the concerned
officer/committee to explain his position with regard to the misconduct being
enquired.

The enquiry shall as far as possible be completed within a maximum of three

months.

In awarding a punishment, the authority shall take into account the gravity of
misconduct, the previous record of service and any other extenuating aggravating
circumstances that may exist.

The decision taken with regards to the consequence management shall be

binding and is at the sole discretion of the management.

Any exceptions to the guidelines mentioned in this policy would require

approval of CEO.

This policy was last reviewed and approved by the Board on November 1, 2022.

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