Code of Conduct and Ethics for Directors, Officers and Employees of Bannari Amman Spinning Mills Limited

Applicable to all Directors, Officers and Employees

Bannari Amman Spinning Mills Limited is committed to conduct its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. The Company is committed to be a good corporate citizen.

All Directors and Senior Management must act within the bounds of authority conferred upon them with a duty to make and enact informed decisions and polices in the best interests of the Company and its stakeholders.

The Directors, Officers and Employees of the Company must not only comply with applicable laws, rules and regulations but should also strive to promote honesty in conducting business. They must abide by the policies and procedures that govern the conduct of the Company’s business. The Company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards.

In order to maintain the highest standards, the following rules/ code of conduct should be observed in all the activities of the Board and by the Senior Management.

The Company Secretary will act as the facilitator, who will be available to all the Directors and Senior Management personnel to answer questions and to help them comply with the code.


HONESTY AND INTEGRITY

The Directors, Officers and Employees of the Company shall conduct their activities on behalf of the Company with honesty, integrity and fairness.

They shall act in good faith, responsibility with due care, competence and diligence without allowing their independent judgement to be subordinated.

They shall act in the best interests of the Company and fulfill the fiduciary obligations.


CONFLICT OF INTEREST

The Directors, Officers and Employees of the Company shall not engage in any business, relationship or activity, which is likely to develop a conflict of interest with the Company.

Conflicts can arise in many situations, it is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity.

A conflict situation may arise where, directly or indirectly:

     a) an independent judgement of the company’s interest cannot be exercised

     b) an employee accepts any personal benefits or gifts or entertainment beyond the          customary level either by himself or through his family as a result of his position in          the Company from any person/Company with which the Company has business               dealings.

     c) an employee engages in any business activity that detracts an individual’s ability to          devote appropriate time and attention to his responsibilities with the Company

     d) any significant ownership interest in any supplier, customer or competitor of the               Company

     e) any employment relationship with any supplier, customer, business associate or               competitor of the company

Some of the common circumstances that may lead to actual or potential conflict of interest are:

Any activity /employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company

Investments by them /their family members viz., parents, spouse and sons/daughters in unlisted entities of competitors, customers, suppliers and any other investments that compromise their responsibility to the company


COMPLIANCES

The Directors, Officers and Employees shall comply with all applicable laws, rules and regulations. Transactions relating to sale or purchase of Company’s equity shares should not be undertaken without complying the formalities contained in the Company’s code of internal procedures and conduct for prevention of insider trading. If any Director, Officer or Employee who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of Conduct, he must immediately report the same to the Board of Directors or any designated person thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company’s assets, financial integrity and reputation.

All Officers should adhere the code of conduct and ethics of the Company. Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the employee. The Board of Directors or any person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics.


OTHER DIRECTORSHIPS

The Directors, Officers and Employees of the Company should avoid serving on Boards or in Senior Management positions or in a controlling position of a direct competitor likely to lead to potential conflict of interest.


CONDIDENTIALITY

The Directors, Officers and Employees shall maintain the confidentiality of information or that of any customer, supplier or business associates of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorised. The use of confidential information for his own advantage or profit is also prohibited.


INSIDER TRADING

The Directors, Officers and Employees shall not derive any benefit or assist others in deriving any benefit by giving investment advice based on their access to and possession of information about the Company, not in public domain and therefore constituting insider information.

They shall comply with the insider trading guidelines as issued by SEBI.


GIFTS AND DONATIONS

The Directors, Officers and Employees shall not receive or offer, directly or indirectly, any payments, gifts, donations, hospitality and comparable benefits which are intended or perceived to be intended to influence any business favours.


PROTECTION OF ASSETS

The Directors, Officers and Employees shall protect the Company’s assets and should not use the Company’s assets or Manpower or Company-related information for their personal purposes, unless approved by the Board (in the case of Directors) or the CEO (in the case of Senior Management personnel).


PERIODIC REVIEW

The Directors, Officers and Employees shall in the last month of every financial year or whenever this code is revised, every director/ senior management personnel must acknowledge understanding of the code and execute an undertaking to continue complying with it.

New Directors/ Senior Management personnel shall execute such undertaking at the time of their induction.