SRI NACHAMMAI COTTON MILLS LIMITED
Sri Nachammai Cotton
Mills Limited
No: 30,
Sugavaneswara Road, Balaji Nagar, Salem- 636 004.
CODE OF CONDUCT FOR
BOARD MEMBERS
Need and objective of the
Code:
Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance, the listed entities to lay down a Code of Conduct for Board Members (Directors) and Senior Management Personnel.
This Code of Conduct shall be called Sri Nachammai Cotton Mills Limiteds Code of Conduct for Board Members(Directors) and Senior Management Personnel. This Code of Conduct is not an exhaustive narration of duties, obligations and rights of a Director but broadly provides certain guidelines to be followed by a director. This code basically requires a Director and a Senior Management Personnel to conduct himself/herself in such a manner that there is no conflict of duty and interest, thereby ensuring his/her independence.
Accordingly the Company has laid down this Code of Conduct for its Board Members
1. INTRODUCTION:
1.1 This Code of Conduct (hereinafter referred to as theCode) shall be called The Code of Conduct for Board Members of Sri Nachammai Cotton Mills Limited (hereinafter referred to as the Company)
1.2 The purpose of this Code is to enhance ethical and transparent process in
managing the affairs of the Company and thus to sustain the trust and confidence reposed in the Directors by the Shareholders of the Company. Board members of the Company are expected to understand, adhere to, comply with and unhold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.
1.3 This code envisages that the Board of Directors of the Company (Board) must act within the bounds of the authority conferred upon them and with a duty to comply with the requirements of applicable law.
1.4 This Code is in alignment with Companys Vision and Values to achieve the
Mission & Objectives and aims at enhancing ethical and transparent process in
managing the affairs of the Company.
1.5 The Code basically requires a Director to conduct himself / herself in such a
manner that there is no conflict of duty and interest, thereby ensuring his/her independence.
2
Definitions and
Interpretation:
In this Code , unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:
1. Board Shall mean the Board of Directors of the Company.
2. Board Members shall mean the Directors on the Board of Directors of the Company.
3. Company shall mean the Sri Nachammai Cotton Mills Limited
4. Relative Shall have the same meaning assigned to the term in Section
2(41) and 6 of the Companies Act,1956 read with Schedule IA of the Companies Act 1956.
2.3 Company shall mean the Sri Nachammai Cotton Mills
Limited
3. Applicability:
This
Code shall be applicable to all the Board Members.
3.1 The Directors of the Company for the time being (including Executive and Non-
Executive Directors, Nominee Directors and Alternate Directors) are governed by this Code of Conduct.
KEY
REQUIREMENTS
The Board Members shall, in all matters related to
the Company, act within the authority conferred upon them, keeping the best
interests of the Company in view and observe the
following:
(i)
Shall act in accordance with highest
standards of personal and professional integrity, honesty and ethical
conduct.
(ii)
Shall act in utmost good faith and
fulfill the fiduciary obligations without allowing their independence of
judgment to be compromised.
(iii)
Shall avoid having any personal and / or
financial interest in any business dealings concerning the Company, which is
prejudicial to the interests of the Company.
(iv)
Shall avoid and dealing with a Contractor
or Supplies that compromises the ability to transact business on a professional,
impartial and competitive basis or that may influence discretionary decision to
be made by the Board Members / Company.
(v)
Shall not exploit for
their own personal gain, opportunities that are discovered through use of
corporate property, information or position, unless the opportunity is disclosed
fully in writing to the Board of Directors of the Company and the Board declines
to pursue such opportunity and allow him to avail such
opportunity.
(vi)
Shall not make any statement which has
the effect to adverse criticism of any policy or action of the Company or which
is capable of embarrassing the relations between the Company and the public
including all the stakeholders.
Provided that nothing in this clause shall apply to
any statement made or views expressed by a Board Member, which are purely
factual in nature and are not considered as confidential, in his official
capacity or in due performance of the duties assigned to
him.
(vii) Shall not commit any
offence involving moral turpitude.
4.
GIFTS &
DONATIONS
The Board Members shall neither receive nor offer or
make, directly or indirectly, any illegal payments, remuneration, gifts,
donations or comparable benefits which are intended to or perceived to obtain
business or uncompetitive favours for the conduct of its business. However, the
Board Members may accept and offer nominal gifts, which are customarily given
and are of a commemorative nature,
for special events.
5.
COMPLIANCE OF
LAW
The Board Members shall comply with all laws, rules
and regulations which arises on account of their being on the Board of the
Company.
6.
OTHER
DIRECTORSHIPS
The Directors should disclose their engagements,
either as Director or in any other capacity to the Company in accordance with
the provisions of the Companies Act.
7.
PREVENTION OF INSIDER
TRADING
The Board Members shall also comply with the
existing Code of Insider Trading (and the changes made therein from time to
time) and the Conduct for prevention of Insider Trading in dealing with
securities of the Company.
8.
PROTECTION OF
ASSETS
The Board Members shall protect the Companys assets
including physical assets, information and intellectual rights and shall not use
the same for personal gain.
9.
AMENDMENTS TO THE
CODE
The provisions of this Code can be amended /
modified by the Board of Directors of the Company from time to time and all such
amendments / modifications shall take effect from the date stated
therein.
10. PLACEMENT OF THE CODE OF
WEBSITE
Pursuant to Clause 49 of the Listing Agreement, this
Code any amendment thereto shall be hosted on the website of the
Company.
11. ANNUAL COMPLIANCE
REPORTING
In terms of Clause 49 of the Listing Agreement, all
Board Members shall affirm compliance of this Code within 90 days of close of
every accounting year. The Annual Report of the Company shall contain a
declaration to this effect signed by the Chairman & Managing Director. The
Annual Compliance Report shall be forwarded to the Company Secretary. If any
Director leaves the Company any time during a financial year, he shall send a
communication to Company secretary affirming compliance of the Code till the
date of his association with SNCM
12. ENFORCEMENT OF CODE OF
CONDUCT
Each Board Member shall
be accountable for fully complying with this Code.
13. CONSEQUENCES OF
NON-COMPLIANCE OF THIS CODE
In case of breach of this Code by the Board Members,
the same shall be considered by the Board of Directors of initiating appropriate
action, as deemed necessary.
14. ACKNOWLEDGEMENT OF RECEIPT
OF THE CODE
All Board Members shall acknowledge receipt of this
Code or any modification(s) thereto, in the acknowledgement form as at
Appendix-I and forward the same to the Company Secretary indicating that they
have received, read, understood and agreed to comply with this
code.
APPENDIX
I
SRI
NACHAMMAI COTTON MILLS LIMITED
CODE OF
CONDUCT FOR BOARD MEMBERS
ACKNOWLEDGEMENT
FORM
I ., have received and read the Companys CODE OF
CONDUCT FOR BOARD MEMBERS (this Code). I have understood the provisions and
policies
contained in this Code and I agree to comply with
this Code.
Signature : ..
Name : ..
Designation : ..
Date : ..
Place : ..
Sri
Nachammai Cotton Mills Limited
No: 30, Sugavaneswara Road, Balaji Nagar, Salem- 636
004.
CODE OF
CONDUCT FOR SENIOR MANAGEMENT PERSONNEL
Need and objective of the
Code:
Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance, the listed entities to lay down a Code of Conduct for Board Members (Directors) and Senior Management Personnel.
This Code of Conduct shall be called Sri Nachammai Cotton Mills Limiteds Code of Conduct for Senior Management Personnel. This Code of Conduct is not an exhaustive narration of duties, obligations and rights of a Senior Management Personnel but broadly provides certain guidelines to be followed by a Senior Management Personnel. This code basically requires a Senior Management Personnel to conduct himself/herself in such a manner that there is no conflict of duty and interest, thereby ensuring his/her independence.
Accordingly the Company has laid down this Code of Conduct for
its Senior Management
Personnel
1.
INTRODUCTION:
1.1 This Code of Conduct (hereinafter referred to as theCode) shall be called The
Code of Conduct for Senior Management Personnel of Sri Nachammai Cotton Mills Limited (hereinafter referred to as the Company)
1.2 The purpose of this Code is to enhance ethical and transparent process in
managing the affairs of the Company and thus to sustain the trust and confidence reposed in Senior Management Personnel of the Company. Senior Management Personnel of the Company are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.
1.3 This code envisages that the Senior Management Personnel of the Company must act within the bounds of the authority conferred upon them and with a duty to comply with the requirements of applicable law.
1.4 This Code is in alignment with Companys Vision and Values to achieve the
Mission & Objectives and aims at enhancing ethical and transparent process in
managing the affairs of the Company.
1.5 The Code basically requires a Senior Management Personnel to conduct himself /
herself in such a manner that there is no conflict of duty and interest, thereby
ensuring his/her independence.
2
Definitions and
Interpretation:
In this Code , unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:
1. "Senior Management Personnel " shall mean personnel of the Company
who are members of its core management team excluding the Board of Directors and would comprise of all members of management one level below the whole Time Directors, including head of departments directly reporting to whole Time Directors.
2. Company shall mean the Sri Nachammai Cotton Mills Limited
3. Relative Shall have the same meaning assigned to the term in Section
2(41) and 6 of the Companies Act,1956 read with Schedule IA of the Companies Act 1956.
3. Applicability:
This
Code shall be applicable to all the Senior Management
Personnel.
4. KEY
REQUIREMENTS
The Senior Management Personnel shall, in all matters related to the
Company, act within the authority conferred upon them, keeping the best
interests of the Company in view and observe the
following:
1.
Shall act in accordance with highest
standards of personal and professional integrity, honesty and ethical
conduct.
2.
Shall act in utmost
good faith and fulfill the fiduciary obligations without allowing their
independence of
judgment to be compromised.
3.
Shall avoid having any
personal and / or financial interest in any business dealings concerning the
Company, which is prejudicial to the interests of the
Company.
4.
Shall not exploit for
their own personal gain, opportunities that are discovered through use of
corporate property, information or position, unless the opportunity is disclosed
fully in writing to the Board of Directors of the Company and the Board declines
to pursue such opportunity and allow him to avail such
opportunity.
5.
Shall not make any
statement which has the effect to adverse criticism of any policy or action of
the Company or which is capable of embarrassing the relations between the
Company and the public including all the stakeholders.
Provided that nothing in this clause shall apply to
any statement made or views expressed by a Board Member, which are purely
factual in nature and are not considered as confidential, in his official
capacity or in due performance of the duties assigned to
him.
6.
Shall not commit any
offence involving moral turpitude.
7.
Shall not hold any positions (or) Jobs (or) engage in other businesses or interests
that are prejudicial to the interest of the
Company.
8. Shall not engage in
any business relationship (or) activity with any one who is a party
to
a transactions with the Company.
3
GIFTS &
DONATIONS
The Senior Management Personnel shall neither
receive nor offer or make, directly or indirectly, any illegal payments,
remuneration, gifts, donations or comparable benefits which are intended to or
perceived to obtain business or uncompetitive favours for the conduct of its
business. However, the Senior Management Personnel may accept and offer nominal gifts,
which are customarily given and are of a commemorative nature, for special
events.
4
COMPLIANCE OF
LAW
The Senior Management Personnel shall comply with all laws, rules and
regulations which arises on account of their being on the employment of the Company.
5
OTHER
DIRECTORSHIPS
The Senior Management Personnel should disclose their engagements in any other capacity to the
Company in accordance with the provisions of the Companies
Act.
6
PROTECTION OF
ASSETS
The Senior Management Personnel shall protect the Companys assets
including physical assets, information and intellectual rights and shall not use
the same for personal gain.
7
AMENDMENTS TO THE
CODE
The provisions of this Code can be amended /
modified by the Board of Directors of the Company from time to time and all such
amendments / modifications shall take effect from the date stated
therein.
8
PLACEMENT OF THE CODE OF
WEBSITE
Pursuant to Clause 49 of the Listing Agreement, this
Code any amendment thereto shall be hosted on the website of the
Company.
9
ANNUAL COMPLIANCE
REPORTING
In terms of Clause 49 of the Listing Agreement, all
Senior Management Personnel shall
affirm compliance of this Code within 90 days of close of every accounting year.
The Annual Report of the Company shall contain a declaration to this effect
signed by the Chairman & Managing Director. The Annual Compliance Report
shall be forwarded to the Company Secretary. If any Senior Management
Personnel leaves the Company any
time during a financial year, he shall send a communication to Company secretary
affirming compliance of the Code till the date of his association with
SNCM
10
ENFORCEMENT OF CODE OF
CONDUCT
Each Senior Management
Personnel be accountable for fully complying with this
Code.
11
CONSEQUENCES OF
NON-COMPLIANCE OF THIS CODE
In case of breach of this Code by the Senior
Management Personnel , the same shall be considered by the Management of the
company of initiating appropriate action, as deemed
necessary.
12
ACKNOWLEDGEMENT OF RECEIPT
OF THE CODE
All Senior Management Personnel shall acknowledge receipt of this Code
or any modification(s) thereto, in the acknowledgement form as at Appendix-I and
forward the same to the Company Secretary indicating that they have received,
read, understood and agreed to comply with this code.
APPENDIX
I
SRI
NACHAMMAI COTTON MILLS LIMITED
CODE OF
CONDUCT FOR SENIOR MANAGEMENT PERSONNEL
ACKNOWLEDGEMENT
FORM
I ., have received and read the Companys CODE OF
CONDUCT FOR SENIOR MANAGEMENT
PERSONNEL (this Code). I have understood the
provisions and policies contained in this Code and I
agree to comply with this Code.
Signature : ..
Name : ..
Designation : ..
Date : ..
Place : ..