 |
Code of Conduct |
| 1. Compliance Officer |
| 1.1 |
The company has
appointed the Company Secretary as the Compliance Officer who shall report to the Managing
Director/ Chief Executive Officer. |
| 1.2 |
The Compliance
Officer shall be responsible for monitoring adherence to the relevant SEBI Regulations for
trading of the Company's shares by insiders and the implementation of the Code of Conduct
under the overall supervision of the Board of the Company. |
|
Explanation: For
the purpose of this Code, the term 'Insider' shall mean:
| (i) |
Directors |
| (ii) |
Employees comprising the top
two tiers of the Company management and key employees in the Finance Department. |
| (iii) |
Employees as may be designated
by the Company from time to time to whom these trading restrictions shall be applicable,
keeping in mind the objectives of this Code of Conduct. |
|
| 1.3 |
The Compliance
Officer shall maintain a record of the insiders and any changes made in the list of
insiders. |
| 1.4 |
The Compliance
Officer shall assist all the insiders in addressing any clarifications regarding the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992
and the Company's Code of Conduct. |
|
| 2. Preservation of
Price Sensitive Information |
| 2.1 |
The Insiders
shall maintain the confidentiality of all Price Sensitive Information under publication
thereof. 'Price Sensitive Information' means any information, which relates directly or
indirectly to the Company and which, if published, is likely to materially affect the
price of shares of the Company. The information listed in para 3.2.2 hereinafter appearing
shall be deemed to be Price Sensitive Information. The insiders shall not pass on such
information to any person directly or indirectly by way of making a recommendation for the
purchase or sale of securities. |
| 2.2 |
Need to know
| 2.2.1 |
Price Sensitive Information is
to be handled on a "need to know" basis, i.e. such information should be
disclosed only to those within the Company who need the information to discharge their
duty. |
|
| 2.3 |
Limited access to confidential
information
| 2.2.1 |
Price Sensitive Information is
to be handled on a "need to know" basis, i.e. such information should be
disclosed only to those within the Company who need the information to discharge their
duty. |
|
|
| 3. Prevention of
misuse of Price Sensitive Information |
| 3.1 |
All insiders
shall be subject to trading restrictions as enumerated below:- |
| 3.2 |
Trading window
| 3.2.1 |
For the purpose of the Code,
the term "Trading Window" shall mean the period during which trading in the
Company's Shares by insiders shall be permissible. |
| 3.2.2 |
The Trading Window shall
remain closed during the time when the following price sensitive information, although in
the knowledge of the insiders, remains unpublished:- |
| |
| a) |
Periodical Finance Results
(quarterly, half-years and annual) |
| b) |
Proposals for declaration of
dividends (interim or final) |
| c) |
Proposals for issue of shares
(public/ rights/ bonus) or buy-back of shares |
| d) |
Any major expansion plans or
new projects |
| e) |
Proposals for amalgamation or
takeover |
| f) |
Proposals for disposal of the
whole or a substantial part of the Company's undertaking |
| g) |
Any significant changes in
policies and plans relating to operations of the Company |
|
| 3.2.3 |
The Trading Window shall become open after
the expiry of 24 hours from the time of publication of the information referred to in para
3.2.2. |
| 3.2.4 |
Insiders shall not trade in the shares of
the Company when the Trading Window remains closed. |
|
| 3.3 |
Pre-clearance of
Trades |
|
| 3.3.1 |
Insiders of the
Company who intend to deal in the shares of the Company in quantities aggregating to 5000
shares or more during any period of 30 days in one or more transactions should pre-clear
the transaction as per the pre-dealing procedure as described hereunder. |
| 3.3.2 |
An application may be made in
plain paper to the Compliance Officer indicating the estimated number of shares that the
insider intends to deal in, the depository with which he/she has an account and the
details as to his/her shareholding before and after the intended transaction. |
| 3.3.3 |
The application shall contain
an undertaking to the effect :
| a) |
That the applicant does not
have any access to or has not received any Price Sensitive Information upto the time of
making the application. |
| b) |
That in case the applicant has
access to or received Price Sensitive Information after making the application but before
the execution of the transaction he/ she shall inform the Compliance Officer of the change
in his/ her position and that he/she would completely refrain from dealing in the shares
of the Company till the time such information becomes public. |
| c) |
That he/ she has not
contravened any provision of the Code of Conduct. |
| d) |
That he/she has made a full
and true disclosure in the matter. |
|
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| 4. Other restrictions |
| 4.1 |
The Insiders
shall execute their order in respect of shares of the Company within one week after the
approval of pre-clearance is given. If the order is not executed within one week after the
approval is given the person must pre clear the transaction again. |
| 4.2 |
The Insiders
shall hold their investments in shares for a minimum period of 30 days in order to be
considered as being held for investment purposes. The holding period shall also apply to
subscription in the primary market (IPOs.) In the case of IPOs, the holding period would
commence when the shares are actually allotted. |
| 4.3 |
In case the sale
of shares is necessitated by personal emergency, the Compliance Officer may waive the
holding period after recording in writing the reasons for such waiver. |
|
| 5. Other restrictions |
| 5.1 |
All Insiders
shall be required to forward the following details of their transactions in the Company's
shares to the Compliance Officer within a fortnight of entering into the transaction :-
i) Date of transaction
ii) Nature of transaction (Sale or
Purchase)
iii) Number of shares, sold or purchased
iv) Price at which transacted
v) Name of Stock Exchange where transacted.
|
| 5.2 |
The Compliance
Officer shall keep a record of the particulars furnished by the Insiders in terms of para
5.1 above for a period of 3 years. |
|
| 6. Penalty for
contravention of Code of Conduct |
| 6.1 |
Any Insider who
trades in shares or communicates any information for trading in shares in contravention of
the Code of Conduct may be penalised and the Company may take appropriate action. |
| 6.2 |
Insiders who are
employees and violate the Code of Conduct shall also be subject to disciplinary action by
the Company, which may include wage freeze and suspension. |
| 6.3 |
The action by the
Company shall not preclude SEBI from taking any action in case of any violation of SEBI
(Prohibition of Insider Trading), Regulations, 1992. |
|
| 7. Information to
SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992 |
| 7.1 |
In case it comes
to the knowledge of the Compliance Officer that there has been a violation of SEBI
(Prohibition of Insider Trading) Regulations, 1992, he shall keep SEBI informed about such
violation. |
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