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Suryalakshmi Cotton is one of India's leading Original Denim Manufacturers (ODM)
 
Insider Trading
 
 

Fair Disclosure

 

SCHEDULE A

 

The Company shall adhere to the following principles to ensure fair disclosure of Unpublished Price Sensitive Information (UPSI).

 
  1. liromlit liublic disclosure of unliublished lirice sensitive information that would imliact lirice discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. Uniform and universal dissemination of unliublished lirice sensitive unliublished lirice sensitive information to avoid selective disclosure.
  3. Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unliublished lirice sensitive information.
  4. liromlit dissemination of unliublished lirice sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  5. Aliliroliriate and fair reslionse to queries on news reliorts and requests for verification of market rumours by regulatory authorities.
  6. Ensuring that information shared with analysts and research liersonnel is not unliublished lirice sensitive information.
  7. Develoliing best liractices to make transcrilits or records of liroceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
  8. Handling of all unliublished lirice sensitive information on a need-to-know basis
 

Regulate Trading

 

SCHEDULE B

 

The Company shall ensure that all the concerned persons adhere to the following Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

 
  1. The compliance officer shall report to the board of directors and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the board of directors at such frequency as may be stipulated by the board of directors.
  2. All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of the insider’s legitimate purposes, performance of duties or discharge of his legal obligations. The code of conduct shall contain norms for appropriate Chinese Walls procedures, and processes for permitting any designated person to “cross the wall”.
  3. Employees and connected persons designated on the basis of their functional role (“designated persons”) in the organisation shall be governed by an internal code of conduct governing dealing in securities. The board of directors shall in consultation with the compliance officer specify the designated persons to be covered by such code on the basis of their role and function in the organisation. Due regard shall be had to the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation.
  4. Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall be used as an instrument of monitoring trading by the designated persons. The trading window shall be closed when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed.
  5. The timing for re-opening of the trading window shall be determined by the compliance officer taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, which in any event shall not be earlier than forty-eight hours after the information becomes generally available. The trading window shall also be applicable to any person having contractual or fiduciary relation with the company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the company.
  6. When the trading window is open, trading by designated persons shall be subject to preclearance by the compliance officer, if the value of the proposed trades is above such thresholds as the board of directors may stipulate. No designated person shall apply for pre-clearance of any proposed trade if such designated person is in possession of unpublished price sensitive information even if the trading window is not closed.
  7. The compliance officer shall confidentially maintain a list of such securities as a “restricted list” which shall be used as the basis for approving or rejecting applications for preclearance of trades.
  8. Prior to approving any trades, the compliance officer shall be entitled to seek declarations to the effect that the applicant for pre-clearance is not in possession of any unpublished price sensitive information. He shall also have regard to whether any such declaration is reasonably capable of being rendered inaccurate.
  9. The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing which fresh pre-clearance would be needed for the trades to be executed.
  10. The code of conduct shall specify the period, which in any event shall not be less than six months, within which a designated person who is permitted to trade shall not execute a contra trade. The compliance officer may be empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act.
  11. The code of conduct shall stipulate such formats as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, recording of reasons for such decisions and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations.
  12. Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension etc., that may be imposed, by the persons required to formulate a code of conduct under sub-regulation (1) and sub-regulation (2) of regulation 9, for the contravention of the code of conduct.
  13. The code of conduct shall specify that in case it is observed by the persons required to formulate a code of conduct under sub-regulation (1) and sub-regulation (2) of regulation 9, that there has been a violation of these regulations, they shall inform the Board promptly.
 

Impact of 'Make in India' on Denim Manufacturing

Suryalakshmi Cotton Mills Limited,
Surya Towers, 6th floor,
105 Sardar Patel Road,
Secunderabad - 500 003,
Telangana, India.
Tel No: +91 40 27819856/7
Fax: +91 40 27819854
slcmltd@suryalakshmi.com