CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF CHESLIND TEXTILES LIMITED

All the Directors and Members of the Senior Management are mandatorily required to abide by the Code of Conduct prescribed herein including any amendments/modifications thereof as may be decided by the Board of Directors from time to time.

The Directors and Senior Management personnel of the company shall adhere to thssse following:

• Shall always act in accordance with the highest standards of personal and professional integrity and diligence.
• Shall exercise due diligence and bestow required attention to issues in performance of their duties whether at the policy or operational level.
• The Board Members and the Senior Management team shall be committed to enhance the shareholder’s worth/value and shall strictly comply with all regulations and laws that govern shareholders’ rights. The Board shall duly and fairly inform the shareholders all relevant aspects about the company’s business and disclose such information as may be required, from time to time, in accordance with the applicable rules and regulations.
• Shall intimate the Company of other association’s directorships if they feel that there could be a conflict of interest.
• Shall maintain confidentiality of the information in respect of the company’s operations received/obtained by them in the course of discharge of duties as Director/employee except when disclosure is authorized by the Vice Chairman/Managing Director of the Company or is legally mandated. They shall not use confidential information for their own advantage or profit.
• Board Members and Senior Management or any one else acting on their behalf shall not derive benefit from the possession of information regarding the affairs of the company which is not in public domain and shall strictly avoid trading in the stocks and shares of the company based on such information as may be considered as inside information such as profits, dividends, bonus/rights issues, investment/disinvestments plans, major contracts, change in business plans etc.
• Directors and Senior Management shall not derive any personal benefit through the use of company’s property, assets, information or position except that they are lawfully entitled to.
• The Board Members and the Senior Management team shall neither receive nor offer or make directly/indirectly any illegal payments, gifts, donations or any benefits which are intended to obtain business or unethical favours save and except nominal gifts which are customary in nature or associated with festivals.

While being governed by the present Code of Conduct including all clauses above, Senior Management which will include one level below the Manager/Whole-time Directors and all Departmental Heads in addition to the above shall ensure that in the diligent discharge of their duties shall -

• Ensure transparency and due diligence in all transactions entered into on behalf of the company so as to safeguard the interest of the company at all times.
• Take adequate care to ensure that the information based on which they are taking / initiating decisions in respect of the operations of the company, has been prepared with due care commensurate with the nature of the transaction.
• Shall always disclose any transaction in which they may deem to be interested, by way of self, spouse, relations etc., and seek approval from the management ensuring protection of the interest of the company at all times.
• Shall bring to the attention of immediate superiors, any activity / event whether operational or external in nature that in their view could be detrimental to the interest of the personnel, assets and business of the company, Eg. Avoidable expenditure, substandard supplies of goods/services, fraudulent transactions etc.
• Being in direct possession of information regarding the company’s operations/business/policies, Senior Management shall take utmost care to ensure that there is no leakage of confidential information available with them during discharge of their duties.