Code of Conduct
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 1992, all Directors, Designated Officers and others shall be subject to trading restriction as enumerated below.
Officer – includes any Director, Manager, Secretary, Asst. Secretary or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the Directors is or accustomed to act. (Including an auditor of the Company.)
Designated employees- (i) officers comprising the top three tires of the Management and all employees in the finance department; (ii) the employees designated by the Company to whom these trading restrictions shall be applicable.
Connected Persons- any person who is a Director or deemed to be a director or occupies the position as an officer or any employee of the Company whether temporary or permanent or holds a position involving a professional or business relationship between himself and the Company whether temporary or permanent and who may reasonably be expected to have an access to unpublished price sensitive information in relation to the Company.
Dependent Family members shall mean “Directors’/Employees’ spouse, dependent parents and dependent children.
Price Sensitive Information means any information, which relates directly or indirectly to a company and which if, published is likely to materially affect the price of securities of Company.
f. The compliance officer shall obtain declaration/disclosures on continual basis from any person who holds more than 5% shares or voting rights giving details of the number of shares held and change in shareholding even if falling below 5% and where such change exceeds 2% of total shareholding or voting rights in the Company from the last disclosure or such limits as may be prescribed by the Securities Exchange Board of India (SEBI) from time to time.
g. The compliance officer shall obtain disclosures on a continual basis, from the Directors, Designated Officers and others giving details of the number of shares held and changes in shareholding or voting rights, if there has been a change from the last disclosures made in such holdings of exceeding Rs.5 lacs in value or 25000 shares or 1% of the total shareholding or voting rights whichever is lower or such limits as may be prescribed by the Securities Exchange Board of India (SEBI) from time to time. (To be made suo motto/ voluntarily within 4 working days of such acquisition/ allotment).
Dealing in the securities of the Company by the designated employees:
Prevention of misuse of “Price Sensitive Information”
i.) Declaration of Financial Results (Quarterly, half-yearly and Annual).
ii.) Declaration of Dividends (Interim and final)
iii.) Issue of Securities by way of public/rights/bonus etc.
iv.) Any major expansion/diversification plans or execution of new projects
v.) Amalgamation, mergers, takeovers and buy back.
vi.) Disposal of whole or substantially the whole of the undertaking.
vii.) Any changes in policies, plans or operations of the Company*
* Can be interpreted to cover only material events
b. (i) For the purpose of declaration of financial results on quarterly, half-yearly and annual basis, the trading window shall remain closed for 3 days prior and 24 hours after the date of the meeting in which, such results are considered by the Board of Directors for approval.
(ii) For all other purposes, the trading window shall remain closed from the date of inclusion as an item in the Agenda of the Board Meeting and 24 hours after the date of the meeting in which, such matters under a (ii) to a (vii) are considered by the Board for approval.
All the Directors, Designated Officers and others are forbidden from dealing in the Company’s securities during the aforesaid closing period of the trading window.
Pre-clearance of trades
All Directors, Designated Officers and others who intend to deal over 25000 equity shares per day of the Company (subject to compliance of Regulation 13 of SEBI (Prevention of Insider Trading) Regulations, 1992 as amended from time to time) should pre-clear the transactions as per the pre-dealing procedure as described hereunder:
i) An application is to be made in the prescribed form to the Compliance Officer indicating, inter-alia the estimated number of securities that the Directors, Designated Officers and others intends to deal in, the details as to the depository with which he has an account, the details as to securities in such depository mode and such other details as may be required in this behalf.
ii) An undertaking is to be executed (as per enclosed specimen) in favour of the Company by such Directors, Designated Officers and others incorporating, inter-alia the following clauses:
v That the Directors, Designated Officers and others does not have any access or has not received “Price Sensitive Information” up to the time of signing the undertaking.
v That in case the Directors, Designated Officers and others has access to or receives “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public.
v That he/she has not contravened the code of conduct for prevention of insider trading as notified from time to time.
v That he/she has made a full and true disclosure in the matter.
iii. Other Restrictions
Reporting requirements for transactions in securities
i) All holdings in securities of the Company by Directors, Designated Officers and employees at the time of joining the Company.
ii) Half yearly statement of any transactions in securities of the Company.
iii) Annual statement of all holdings in securities.
Penalty for contravention of code of conduct
Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992
In case, it is observed by the Company/Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI shall be informed by the Company.
Power to amend the Code of Conduct
The Board shall have absolute power to amend, modify, rescind and/or substitute this Code of Conduct and shall also have the powers to remove difficulty or settle any question that may arise under this Code of Conduct or any re-enactment thereof.