Our Directors

SEBI has instructed through an amendment to the Listing Agreement that "it is obligatory for the Board of the Company to lay down the Code of Conduct for all Board Members and Senior Management personnel shall affirm compliance on an annual basis". In order to give effect to the SEBI directive, this draft code of conduct comprehensively setting out the guidelines to be followed by the Board in directing and controlling the Company, has been prepared. Neither the SEBI, nor the Government and not even Stock Exchanges have formulated any model of such a code to be adopted by all the Companies. Hence, the Company has to adopt a code of Best Practices of the Company, in its own wisdom based on company legislation and stock exchange mandates: This code envisages the responsibilities, aims and objectives of various entities, persons/Departments such as the Board, the independent/executive director, the accounts, the internal audit and the Company in general. It is designed to achieve necessary high standards of Corporate behaviour. It lays down a clear frame work for the attainment of higher levels of disclosures, transparency, compliance with the laws, systems controls etc. for sustainable development of Company's stake holders including shareholders, employees, the lenders, the clients and the Government.

Members of the Board and the Senior Management, shall

a) Always act in good faith and in the best interests of the Company, its employees, the shareholders, the community and for the protection of the environment.

b) Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters relating to the Company.

c) Apply themselves diligently and objectively in discharging their responsibilities and contribute to the conduct of the business and the progress of the Company, and not be associated simultaneously with competing organizations either as Director or in any managerial or advisory capacity, without the prior approval of the board.

d) Always adhere and conform to the various statutory and mandatory regulations/guidelines applicable to the operations of the Company avoiding violations of non-conformities.

e) Not derive personal benefit or undue advantages( financial or otherwise )by virtue of their position or relationship with the company and for this purpose

(i) Shall adopt total transparency in their dealings with the Company.

(ii) Shall disclose full details of any direct or indirect personal interests in dealings/transactions with the Company.

(iii) Shall not be party to transactions or decisions involving conflict between their personal interest and the Company's interest.

(iv) Shall not assign his/her office and any assignment so made shall be void.

f) Conduct themselves and their activities outside the company in such manner as not to adversely affect the image or reputation of the Company.

g) Inform the Company immediately if there is any personal development (relating to his/her business/professional activities) which could be incompatible with the level and stature of his/her position and responsibility with the Company.

h) Bring to the attention of the Board, Chairman or the Managing Director as appropriate, any information or development either within the Company (relating to its employees or other stakeholders) or external, which could impact the company operations and which in the normal course, may not have come to the knowledge of the Board/Chairman or Managing Director.

i) Always abide by the above Code of Conduct, and shall be accountable to the Board for their actions/violations/defaults.

In addition to the above, an Independent Director on the Board of the Company shall:

1. Exercise his/her responsibilities in a bona fide manner in the interest of the Company;

2. Devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

3. Not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

4. Not abuse his/her position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or disadvantage for any associated person;

5. Refrain from any action that would lead to loss of his/her independence;

6. Where circumstances arise which make and independent director lose his/her independence, the independent director must immediately inform the Board accordingly;

7. Assist the Company in implementing the best corporate governance practices.

The code has been divided into four sections (given in Annexures). The first, relates to the Board's structure and procedures and its duties. The second section deals with the role of outside directors and independent directors, i.e. these who are free from any business or other relations with the Company which could materially interfere with the exercise of their Independent Judgement. The third covers the executive directors their remuneration and disclosure thereof and senior level executives. The final section addresses the important questions of financial reporting and financial control such as constitution of Audit Committee of the Board and reporting on the effectiveness of the Internal Control.

Manufacture and Sale of Cotton Yarn and Poly Cotton Yarn.

Company Secretary & Compliance Officer
Kandagiri Spinning Mills Limited
Post Box No.3, Udayapatti,
Salem 636 140.
PH.: 0427-2244400
Email ID: ksmcs@kandagirimills.com