Prime Textiles Limited

 

Registered Office  P.B.154, Gandhinagar P.O., Avinashi Road, Tirupur  641 603

 

 

 

 

CODE OF CONDUCT FOR DIRECTORS

AND SENIOR MANAGEMENT PERSONNEL

 

 

A.     INTRODUCTION

 

A Code of conduct applicable to members of the Board and Senior Management Personnel of the Prime Textiles Limited is prepared in accordance with the requirements of Clause 49 of Listing Agreement applicable with effect from 1st January 2006.

 

B.     DEFINITIONS

 

a)    “Board” means Board of Directors of the Company

 

b)    “Board Member” means every director of the Company as may be appointed from time to time

 

c)  “Code of Conduct” means this Code of Conduct for members of the Board and Senior Management Personnel including modifications made thereto from time to time. 

 

d)  “Company” means  Prime Textiles Limited

 

e)  “Senior Management Personnel” means personnel of the Company who are members of its core management team excluding Board of Directors and will comprise all members of management one level below the Executive Directors, including all functional heads.

 

The Code of Conduct for Board Members and Senior Management Personnel of the company includes

 

          1.PRUDENT CONDUCT AND BEHAVIOUR

          2.BUSINESS OPPORTUNITIES

3.CONFLICT OF INTEREST

4.COMPANY PROPERTY

5.CONFIDENTIAL INFORMATION

6.FAIR DEALING

7.COMPLIANCE WITH LAWS AND REGULATIONS

8.INSIDER TRADING

9.ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL

10.NON COMPLIANCE OF THE CODE

11.DISCLOSURE

 

 

1.     PRUDENT CONDUCT AND BEHAVIOUR

 

Each Board Member and Senior Management Personnel should seek to use due care in the performance of his/her duties, be loyal to the Company, shall not divulge any trade secrets or information to any one or take any steps detrimental to the interests of the Company,  act in good faith and in a manner such Board Member or Senior Management Personnel reasonably believe to be not opposed to the best interests of the Company. A Board Member should seek to also  

 

i.        Make reasonable efforts to attend Board and Committee meetings.

 

ii.       dedicate time and attention to the Company and

 

iii.     seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company

 

iv.    act in the best interest of and fulfill their fiduciary obligations to, Company’s shareholders

 

v.     use due care and diligence in performing their duties of office and in exercising their powers attached to that office

 

2.     BUSINESS OPPORTUNITIES

 

a.     appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information or their position as Board Member

 

b.     using Company property or information or their position as Board Member or Senior Management Personnel for personal gain and

 

c.      competing with the company or conflicting with its interests

 

A corporate business opportunity is an opportunity (1) which is in the Company’s line of business or proposed expansion or diversification, (2) which the company is financially able to undertake and (3) which may be of interest to the Company. A Board Member or Senior Management Personnel who learn of such a Corporate business opportunity and who wish to avail of, it should disclose such opportunity to the Company’s Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the Board Member or Senior Management Personnel avail of it, provided that the Board Member or Management Personnel have not wrongfully utilized the Company’s resources in order to acquire such opportunity.

 

3.     CONFLICT OF INTEREST

 

i.        Each Board Member or Senior Management Personnel should endeavor to avoid having his or her private interests interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively.

 

ii.       Board Members and Senior Management Personnel should avoid receiving, permitting members of their immediate family to receive, improper personal benefits from the Company including loans from or guarantees of obligations by the Company.

 

iii.     A Board Member should make a full disclosure to the entire Board of any transaction or relationship that such a Board Member reasonably expects could give rise to an actual conflict of interest with the Company and seek the Board’s authorisation to pursue such transactions or relationships.

 

4.     COMPANY PROPERTY

 

i.        In carrying out their duties and responsibilities, Board Member and or Senior Management Personnel should endeavor to ensure that management is causing the Company’s assets. Proprietary information and resources to be used by the Company and its employees only for legitimate business purposes of the Company.

 

ii.       Board Members/Senior Management Personnel shall as far as praticable, protect the Company’s assets from loss, damage, misuse of theft and must never be used for authorized purposes.

 

5.     CONFIDENTIAL INFORMATION

 

i.        Board Member/Senior Management Personnel should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is in the public domain.

 

ii.       Confidential information shall be disclosed to persons, both internal and external only on a need to know basis.

 

iii.     The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Board Member/Senior Management Personnel other than the Company. These obligations apply not only during a Board Member’s term but thereafter as well.

 

6.     FAIR DEALING

 

i.        In carrying out their duties and responsibilities, Board Member/Senior Management Personnel should endeavor to deal fairly and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and employees.

 

ii.       Board Member/Senior Management Personnel should not take a discriminatory stance towards or give unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

 

iii.  No discsrimination shall be done on the basis of caste, religion, sex, nationality or disability of any kind towards any employees, customers, suppliers or any business partner.

 

7.     COMPLIANCE WITH LAWS AND REGULATIONS

 

i.        Board Members/Senior Management Personnel should comply and endeavor to ensure that the management is causing the Company to comply, with applicable laws, rules, regulations.

 

ii.       It is therefore desirable that Board Members/Senior Management Personnel acquire appropriate knowledge of the legal requirement6s relating to their roles and duties to enable them to be in compliance thereof and to recognize potential risks.

 

iii.     If any Board Member/Senior Management Personnel becomes aware of any information that he or she believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Board Member, then such Board Member/Senior Management Personnel should bring such information to the attention of the Managing Director of the Company.

 

iv.    Board Member/Senior Management Personnel shall extend full cooperation to regulatory authorities and disclose information as may be required.

 

 

8.     INSIDER TRADING

 

The Company has adopted a Code of Conduct for Prevention of Insider Trading which all Board Member and Senior Management Personnel should observe with respect to the purchase and sale of the Company’s securities.

 

Board Member/Senior Management Personnel should direct questions regarding the application or interpretation of these guidelines to the Compliance Officer.

 

 

9.     REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR (WHISTLE BLOWER MECHANISM)

 

Board Member and Senior Management Personnel should endeavor to ensure that management is causing the Company to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to the Managing Director of the Company. Board Member and Senior Management Personnel should endeavor to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company’s Code of Conduct for Members of the Board and Senior Management Personnel.               

 

10.            NON COMPLIANCE OF THE CODE

 

i.        Suspected violations of this code may be reported to Managing Director of the Company or the Chairman of the Management Committee. All reported violations should be appropriately investigaged.

 

ii.       A Board Member/Senior Management Personnel charged with a violation of this code should not participate in a vote of a Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or of a Committee convened for that purpose.

 

iii.     This code may be amended, modified or waived by the Board in consultation with the Management Committee subject to appropriate applicable provisions of law, rules, regulations and guidelines.

 

iv.    Any waiver of this code must be approved by the Managing Director of the Company and publicly disclosed if required by any applicable law or regulation.

 

11.            DISCLOSURE

 

This Code of Conduct for Board Member/Senior Management Personnel sets forth guidelines for conduct for the Board Members and Senior Management Personnel.

 

The Board Member and the Senior Management Personnel shall affirm the compliance with the code on annual basis. Board Member and Senior Management Personnel will annually sign a confirmation that they have read and complied with this code. The Annual Report of the Company shall carry a declaration to this effect signed by the Managing Director of the Company. The Certificate shall be in the form provided in the Annexure to this code.

 

 

 

 

 

ANNEXURE

 

 

To

 

The Compliance Officer

Prime Textiles Limited

 

 

Compliance Certificate

 

 

I                                  , being a member of the Board of Directors/ Senior Management of Prime Textiles Limited (“the Company”) hereby acknowledge, confirm and certify that:

 

c)     I have received, read and understood the code of Conduct for Directors and Management Personnel of the Company.

d)    I am bound by the said code to the extent applicable to my functions as a member of the Board of Members/ Senior Management Personnel of the Company.

e)    During the Financial Year……………………., I have complied with the provisions of the said code.

f)      I am not aware of nor am I a party to any non-compliance with the said code.

 

 

 

 

 

Signed

 

 

Name

 

 

Designation

 

 

Date: