Board of Directors


Board of Directors
Shri Rajesh Ranka: Chairman & Managing  Director
Mrs. Veena Jain: Non-Executive  Director
Shri J.N. Sharma: Non-Executive  Director
Shri B.M. Taparia: Independent Director
Shri Naresh Devpura: Independent Director
Shri Ram Rai Kabra : Independent Director

Audit Committee
Shri B.M. Taparia : Chairman
Shri Naresh Devpura : Member
Shri J.N. Sharma : Member

Stakeholder's Relationship Committee
Shri B.M. Taparia: Chairman
Shri Naresh Devpura: Member
Shri J.N. Sharma: Member

Nomination & Remuneration Committee
Shri B.M. Taparia: Chairman
Shri Naresh Devpura: Member
Shri J.N. Sharma: Member

CSR Committee
Shri Rajesh Ranka: Chairman
Shri B.M. Taparia: Member
Shri Naresh Devpura: Member

Code of Conduct

1. preamble

Regulation 17(5) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) stipulates that the Board of Directors of every listed company shall lay down a code of conduct for all Board members and Senior Management personnel of the Company.

The term “Senior Management” shall mean personnel of the Company who are members of its core management team excluding the Board of Directors. Normally, this would comprise of all members of management one level below the executive directors, including all functional heads.

2. objective

This Model Code of Conduct for Directors, Key Managerial Personnel and all other employees of Modern Threads (India) Limited is a guide to help Directors on the Board &Employees of the Company to live up to Company’s ethical standards. Though it summarizes many of the laws that a Company is required to follow, it also goes beyond the legal minimums by describing the ethical values that have all along been shared by the Directors and employees.

The rules and principles set forth in this code are general in nature and the compliance with the code shall be ensured read with other applicable policies and procedures of the Company.

This model code of conduct may be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.

3. applicability

The Directors both executive and non executive, are obliged to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies and procedures. The Board of Directors of the Company is entrusted with the fiduciary responsibility of oversight of the affairs of the Company.

As Directors of the Company, they have a duty to make decisions and implement policies in the best interests of the Company and its stakeholders.

This code of conduct is applicable to Executive and Non‐Executive Directors, Key Managerial Personnel and other employees of the Company.

4. honest & ethical conduct

The Directors &Other Employees are required to act in accordance with the highest standards of personal and professional integrity, honesty, ethical and legal conduct, when acting on behalf of the Company or in connection with the Company’s business or operations and at social events.

An honest conduct is considered as such when a conduct is free from fraud or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct and include ethical handling of actual or apparent conflicts of interests between personal and professional relationships. The Directors and Employees of the Company shall:

  • Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, & courteous and respectful manner;
  • Act in the best interests of the Company and in a manner to enhance and maintain the reputation of the Company, and fulfil their fiduciary duties to the stakeholders of the Company;
  • Act in good faith, with responsibility, due care, competence, diligence and independence;
  • Treat their colleagues and other associates of the Company with dignity and shall not harass any of them in any manner.

5. conflict of interest

General Guidance

The Directors and Employees are expected to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company’s business interests. A Conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company.

Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect the independent and sound judgment on behalf of the Company.

General guidelines to better understand several of the most common examples of situations that may cause a conflict of interest are listed below:

(a) Outside Employment

Executives Directors and Senior Management personnel shall not work for or receive payments for services from any competitor, customer, distributor or supplier of the Company without approval of the Board. Any outside activity must be strictly separated from the company’s employment and should not harm job performance at the company. The Executive Directors and the Senior Management personnel shall devote themselves exclusively to the business of the Company and shall not accept any other work or assignment (part‐time or otherwise).

(b) Board Memberships

Acceptance of Directorship on the Boards of other Companies, which compete, with the Company amounts to conflict of interest. Helping the community by serving on Boards of non‐profit or welfare organizations is encouraged, and does not require prior approval.

(c) Family Members and Close Personal Relationships

Directors and Senior Management personnel and employees shall not use personal influence to make the Company do business with a company/institution in which his or her relatives are interested. As a general rule, Directors and Employees shall avoid conducting Company’s business with a relative or with an entity in which a relative is associated in any significant role. In case of conflicts, disclosure shall be made to the Board of Directors and a prior approval shall be obtained.

(d) Gifts (Gifts are not always physical objects—they might also be services, favors or other items of value.)

The Directors and Senior Management personnel shall not accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity. Gift items of nominal value, such as small promotional items bearing another company’s name, business meals, gifts received because of personal relationships and not because of official position, mementos received because of attending a widely held gatherings as panellist /speaker and other customary gifts are allowed.

Gifts on behalf of the Company ‐Some business situations call for giving gifts. These gifts shall be legal, reasonable. Directors and senior Management personnel shall not pay bribes. It is understood that gift giving practices vary among cultures and countries. Directors and Senior Management personnel shall not provide any gift if law or the policy of the recipient’s organization prohibits it. For example, the associates of many government entities around the world are prohibited from accepting gifts.

(e) Investments

Directors and Senior Management personnel may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if a Director or Senior Manager has a significant investment in a competitor, supplier, customer, or distributor and his decisions may have a business impact on this outside party.

(f) Use of Company’s assets

The assets of the Company shall be used for legitimate business purposes and shall not be used for personal purposes. Incidental personal use, if reasonable, does not amount to violation of the code.

(g) Others

It would be impracticable to attempt to list all possible conflict of interest situations and it is possible that other such situations, which are not enumerated above, may arise. All such situations, which arise any questions or doubts, may please be brought to the notice of the Board for appropriate decision.

6. legal compliance

It is the general obligation of the Directors to conduct the business and operations of the Company in accordance with the laws, rules, regulations, agreements, guidelines, standards including accounting standards governing its operations in the geographies the Company operate. The Directors and Senior Management personnel shall acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to perform their obligations diligently. The Directors, Key Managerial Personnel and other Employees of the Company shall also comply with the internal policies and procedures of the Company to the extent applicable to them including but not limited to compliance with Prohibition of Insider Trading policy of the Company.

7. corporate disclosure policy

It is the Company’s policy to ensure continuous, timely and adequate disclosure of Company’s information. The Company is committed to full, fair, accurate, timely and understandable disclosure in reports and documents it files with or submits to the regulatory authorities and in other public communications. The Directors and Employees must maintain the confidentiality of information relating to the affairs of the Company until and unless authorized or legally required to disclose such information and shall not use confidential information for their personal advantage.

8. competition and fair dealing

The Directors, Key Managerial Personnel and other Employees are obligated to deal fairly and honestly with each other, the Company’s associates and with the Company’s customers, suppliers, competitors and other third parties.

9. code for independent directors

The Code is a guide to professional conduct for independent directors. Adherence tothese standards by independent directors and fulfilment of their responsibilities in aprofessional and faithful manner will promote confidence of the investment community,particularly minority shareholders, regulators and companies in the institution of independentdirectors.

Duties

The independent directors shall—

  • undertake appropriate induction and regularly update and refresh their skills,knowledge and familiarity with the company;
  • seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
  • strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
  • participate constructively and actively in the committees of the Board in which they are chairpersons or members;
  • strive to attend the general meetings of the company;
  • where they have concerns about the running of the company or a proposedaction, ensure that these are addressed by the Board and, to the extent that theyare not resolved, insist that their concerns are recorded in the minutes of theBoard meeting;
  • keep themselves well informed about the company and the external environmentin which it operates;
  • not to unfairly obstruct the functioning of an otherwise proper Board orcommittee of the Board;
  • pay sufficient attention and ensure that adequate deliberations are held beforeapproving related party transactions and assure themselves that the same are inthe interest of the company;
  • ascertain and ensure that the company has an adequate and functional vigilmechanism and to ensure that the interests of a person who uses such mechanismare not prejudicially affected on account of such use;
  • report concerns about unethical behaviour, actual or suspected fraud or violationof the company’s code of conduct or ethics policy;
  • acting within his authority, assist in protecting the legitimate interests of thecompany, shareholders and its employees;
  • not disclose confidential information, including commercial secrets, technologies,advertising and sales promotion plans, unpublished price sensitive information,unless such disclosure is expressly approved by the Board or required by law.

10. acknowledgement

The Directors and Senior Management personnel shall read and fully understand this model code of conduct and comply with the policies procedures and principles contained therein.

Criteria of making payment to Non Executive directors

Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.

Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). Quantum of sitting fees may be subject to review on a periodic basis, as required.

Within the parameters prescribed by law, the payment of sitting fees and commission if any will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives).

Overall remuneration practices should be consistent with recognised best practices.

The aggregate sitting fee payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

The NRC will recommend to the Board, the quantum of sitting fee for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

In addition to the sitting fees, the Company may pay to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/her role as a Director of the Company. This could include reasonable expenditure incurred by the Director for attending Board/Board committee meetings, general meetings, court convened meetings, meetings with shareholders/creditors/ management, site visits, induction and training (organised by the Company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his/her duties as a director.

Familiarization Programme

This Familiarization Programme ("the Programme”) for Independent Directors of Modern Threads (India) Limited (“the Company”) has been adopted by the Company, pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Purpose

The Programme aims at providing insights into the Company to enable Independent Directors to understand their roles, rights, responsibilities as Directors of the Company, the nature of the industry in which the Company operates, business model of the Company, etc.

Familiarization Process

  • Letters of appointment stipulating the terms of their appointment, including their role, rights and responsibilities are issued to Independent Directors at the time of theirappointment;
  • The Company conducts introductory familiarization programme, when a new Independent Director joins the Board of theCompany;
  • The Company through its Executive Directors/Senior Managerial Personnel, conducts programs/presentations periodically to familiarize the Independent Directors with the strategy, operations and business of the Company and regulatory updates relating to theCompany;
  • Such programs/presentations provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities, risk management and such other areas as may arise from time to time and also familiarize them with their roles, rights andresponsibilities;
  • Independent Directors have the freedom to interact with the Company’s management to discuss matters pertaining to the Company’saffairs.

Review of the Programme

This Programme may be reviewed and revised from time to time, as may be required.

Disclosure

The Familiarization Programme shall be disclosed on the Company’s website and a web link thereto shall be provided in the Annual Report.

Terms and Conditions of appointment of Independent Directors

Appointment

The appointment shall be for the period mentioned against their respective names (“Term”). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.

As Independent Directors, they shall not be liable to retire by rotation.

Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders.

The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

Role and Duty

As members of the Board, they along with the other Directors shall be collectively responsible for meeting the objectives of the Board which include:

  • Requirements under the Companies Act,2013.
  • Responsibilities of the Board” as outlined in the Corporate Governance requirements as prescribed by StockExchanges.
  • Accountability under the Director’s ResponsibilityStatement.

There are certain duties prescribed for all the directors are as under:

  • act in accordance with the company’s Article of Association, as may be amended from time totime.
  • act in good faith in order to promote the objects of the company for the benefit of  its member as itswhole.
  • discharge their duties with due and reasonable care, skill anddiligence.
  • shall not involve themselves in a situation in which you may have a direct or indirect interestthoseconflictsorpossiblymayconflict,withtheinterestofthecompany.

They shall abide by the ‘Code For Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section166) and in SEBI (LODR) Regulations, 2015.

They are particularly requested to provide guidance in their area of expertise

Time Commitment

They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an IndependentDirector.

Remuneration

The Independent Directors shall be paid remuneration by way of sitting fees for meetings of the Board and its committees. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time totime.

Training and Development

The Company may, if required, conduct formal training program for its Independent Directors. The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company shall fund/arrange for training on all matters which are common to the whole Board.

Disclosures, other directorships and business interests

During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary. During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an IndependentDirector.

Disengagement

They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later. Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term (subject to compliance of relevant provisions of the 2013 Act) upon Violation of any provision of the Code of Conduct as applicable to NEDs or Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013Act .