Code of Conduct for IT

Insider Trading Code

Objective
To maintain confidentiality of unpublished price sensitive information and ensure that, the company’s insiders, in knowledge, of such information, shall trade, in the company’s securities, within the ambit, of applicable regulations and this code.

Compliance
This Code has been made pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

1. Definitions
   1. Connected Person means
      1. any person
         1. Who is or has during the six months prior to the concerned act, been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or
         2. who is a director, officer or an employee of the Company or
         3. who holds any position including a professional or business relationship between himself and the Company whether temporary or permanent that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
      2. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:
         1. an immediate relative of connected persons specified in clause (i); or
         2. a holding company or associate company or subsidiary company; or
         3. broker/sub broker/RTA or an employee or director thereof; or
         4. an investment company, trustee company, asset management company or an employee or director thereof; or
         5. an official of a stock exchange or of clearing house or corporation; or
         6. a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
         7. a member of the Board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
         8. an official or an employee of a self-regulatory organization recognised or authorized by the Board or
         9. a banker of the Company; or
         10. a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of the Company or his immediate relative or banker of the Company, has more than ten per cent, of the holding or interest.
   2. Designated Person(s) shall include :
      1. every employee in the grade of General Manager and above;
      2. every employee in the grade of Manager and above in finance, accounts and secretarial departments
      3. any other employee or person as may be determined and informed by the Compliance Officer from time to time.
   3. Generally available Information means information that is accessible to the public on a non-discriminatory basis.
   4. Immediate Relative means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities
   5. Insider means any person who,
      1. is a connected person; or
      2. is in possession of or having access to unpublished price sensitive information.
   6. Key Managerial Person means person as defined in Section 2(51) of the Companies Act, 2013
   7. Trading means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly
   8. Unpublished Price Sensitive Information means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
      1. financial results;
      2. dividends;
      3. change in capital structure;
      4. mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
      5. changes in key managerial personnel;
      6. Any material licenses received by the Company;
      7. material events in accordance with the listing agreement (Annexure-1)


2. Appointment and Role of Compliance Officer
   1. The Board appoints its Company Secretary as Compliance Officer for the purpose of this code and related regulations
   2. Compliance Officer shall report on insider trading to the Board of Directors of the Company at least once in a quarter and such other frequency as may be stipulated by the Board of Directors from time to time
   3. The Compliance Officer shall assist all employees in addressing any clarifications regarding the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of Conduct.


3. Communication of Price Sensitive Information
   1. The company and every employee shall handle the information on a need-to-know basis. They shall not communicate any unpublished price sensitive information to any person except for legitimate purposes, performance of duties or discharge of legal obligations.
   2. The company and every employee shall restrict access to confidential information by keeping the physical files under lock and key and by securing the computer and electronic documents by login and passwords.


4. Trading when in possession of unpublished price sensitive information
   No insider shall trade in securities when in possession of unpublished price sensitive information, with the following exceptions:
   1. the transaction is an off-market inter-se transfer between promoters who were in possession of the same unpublished price sensitive information


5. Disclosures of trading by insiders
   1. Disclosures by promoters, directors and key management personnel
      1. Initial disclosures
         1. Every promoter, key managerial personnel and director shall disclose his holding of securities of the company as on the date of these regulations taking effect, to the company within thirty days of these regulations taking effect in Form A as prescribed under SEBI Insider Trading Regulations, 2015.
         2. Every person on appointment as a director or key managerial personnel or upon becoming a promoter shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter in Form B as prescribed under SEBI Insider Trading Regulations, 2015.
      2. Continual disclosures
         1. Every promoter, employee and director of every company shall disclose to the company the number of securities acquired or disposed of within two trading days if the value of the securities traded, whether in one transaction or a series of transactions, over any calendar quarter, aggregates to more than Rs. 10 lakhs, or such other value as may be specified in Form C as prescribed under SEBI Insider Trading Regulations, 2015..
      3. Disclosures by other Connected Persons
         1. The Company may at its discretion require any other Connected person or class of Connected persons to make disclosures of holdings and trading in securities of the Company in Form D as prescribed under SEBI Insider Trading Regulations, 2015 and at such frequency as may be determined by the Company to monitor compliance with the regulations.


6. Disclosure by the Company to the Stock Exchange(s)
   1. Within 2 days of the receipt of intimation under clause 5.1.2, the Compliance Officer shall disclose it to the Stock Exchange(s).
   2. The Compliance officer shall maintain records of all the declarations in the appropriate form given by the directors / designated persons for a minimum period of five years


7. Trading Window and Window Closure
   1. The trading period, i.e. the trading period of the stock exchanges, called ‘trading window”, is available for trading in the Company’s securities.
   2. The trading window shall be closed during the period from 7 days before and till 2 days after the date of publishing price sensitive information.
   3. When the trading window is closed, the promoters, directors and designated persons shall not trade in the Company’s securities when trading window is closed.
   4. The Compliance Officer shall intimate the closure of trading window to all the designated persons of the Company.
   5. The trading window shall be applicable to all insiders.


8. Pre-clearance of trades
   1. Any Designated Person, who intends to deal in the securities of the Company when the trading window is opened and if the value of the proposed trades exceeds any of the following
      • 50,000 shares
      • Market value of Rs. 10 lakhs
      • 1% of total shareholding
      shall apply to the Compliance Officer for pre-clearance of the intended transaction.
      However, such designated person cannot apply for pre-clearance if the designated person is in possession of unpublished price sensitive information even if the trading window is open and hence he shall not be allowed to trade.
   2. Application for pre-clearance shall be made in the prescribed Form (Annexure-2) along with an undertaking (Annexure-3).
   3. The Designated Persons shall execute the proposed transaction within one week of its approval (Annexure-4) from the Compliance Officer.
   4. The Designated Person shall file within 2 (two) days of the execution of the deal, the details of such deal with the Compliance Officer in the prescribed form (Annexure-5).
      In case the transaction is not undertaken, a report to that effect shall be filed in the same form.
   5. If the transaction is not executed within seven days after the approval, the Designated Person must pre-clear the transaction again.
   6. The Designated Person who buys or sells the securities of the Company shall not enter into an opposite transaction i.e. sell or buy the securities during the next six months.
   7. The Compliance Officer may waive off the holding period in case of sale of securities in personal emergency after recording reasons for the same. However, no such sale will be permitted when the Trading window is closed.
   8. The Designated Person shall also not take positions in derivative transactions in the securities of the Company at any time.
   9. In case of any 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 Securities and Exchange Board of India (SEBI) for credit to the Investor Protection and Education Fund administered by SEBI under the Act.


9. Other Restrictions
   1. The disclosures to be made by any person under this Code shall include those relating to trading by such person's immediate relatives, and by any other person for whom such person takes trading decisions.
   2. The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Code.
   3. The disclosures made under this Code shall be maintained for a period of five years.


10. Dissemination of Price Sensitive Information
    1. No information shall be passed by Designated Persons by way of making a recommendation for the purchase or sale of securities of the Company.
    2. The following guidelines shall be followed while dealing with analysts and institutional Investors:
       1. Only public information to be provided
       2. At least two Company representatives be present at meetings with analysts, media persons and institutional investors
       3. Unanticipated questions may be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding.
       4. Simultaneous release of information after every such meet.


11. Penalty for contravention of the code of conduct
    1. Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).
    2. Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalised and appropriate action may be taken by the Company.
    3. Any Designated Person who violates the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.
    4. The action by the Company shall not preclude SEBI from taking any action for violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.
       
       The Code shall be effective with effect from 15th of May, 2015

ANNEXURE-1
CLAUSE 36 OF THE LISTING AGREEMENT-EVENTS CONSIDERED AS MATERIAL

The Company will keep the Exchange informed of events such as-

1. Strikes, lock-outs, closure on account of power cuts, etc. both at the time of occurrence of the event and subsequently after the cessation of the event in order to enable the shareholders and the public to appraise the position of the Company and to avoid the establishment of a false market in its securities.
2. In addition, the Company will furnish to the Exchange on request such information concerning the Company as the Exchange may reasonably require.
3. The Company will also immediately inform the Exchange of all the events, which will have bearing on the performance/operations of the company as well as price sensitive information.

The material events may be events such as:

1. Change in the general character or nature of business:
   Without prejudice to the generality of Clause 29(which requires Companies to inform stock exchange about any proposed change in the general character or Nature of its Business) of the Listing Agreement, the Company will promptly notify the Exchange of –
   1. any material change in the general character or nature of its business where such change is brought about by the Company entering into or proposing to enter into any arrangement for technical, manufacturing, marketing or financial tie-up or;
   2. by reason of the Company, selling or disposing of or agreeing to sell or dispose of any unit or division or by the Company, enlarging, restricting or closing the operations of any unit or division or proposing to enlarge, restrict or close the operations of any unit or division or otherwise.


2. Disruption of operations due to natural calamity.-
   The Company will soon after the occurrence of any natural calamity like earthquake, flood or fire disruptive of the operation of any one or more units of the Company keep the Exchange informed of the details of the damage caused to the unit thereby and whether the loss/damage has been covered by insurance, and without delay furnish to the Exchange an estimate of the loss in revenue or production arising there from, and the steps taken to restore normalcy, in order to enable the security holders and the public to appraise the position of the issue and to avoid the establishment of a false market in its securities.


3. Commencement of Commercial Production/Commercial Operations-
   The Company will promptly notify the Exchange the commencement of Commercial/production or the commencement of commercial operations of any unit/division where revenue from the unit/division for a full year of production or operations is estimated to be not less than ten per cent of the revenues of the Company for the year.


4. Developments with respect to pricing/realisation arising out of change in the regulatory framework.
   The Company will promptly inform the Exchange of the developments with respect to pricing of or in realisation on its goods or services (which are subject to price or distribution control/restriction by the Government or other statutory authorities, whether by way of quota, fixed rate of return, or otherwise) arising out of modification or change in Government’s or other authority’s policies provided the change can reasonably be expected to have a material impact on its present or future operations or its profitability.


5. Litigation/dispute with a material impact-
   The Company will promptly after the event inform the Exchange of the developments with respect to any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to which it is a party or the outcome of which can reasonably be expected to have a material impact on its present or future operations or its profitability or financials.


6. Revision in Ratings
   The Company will promptly notify the Exchange, the details of any rating or revision in rating assigned to any debt or equity instrument of the Company or to any fixed deposit programme or to any scheme or proposal of the Company involving mobilisation of funds whether in India or abroad provided the rating so assigned has been quoted, referred to, reported, relied upon or otherwise used by or on behalf of the Company.


7. Any other information having bearing on the operation/performance of the company as well as price sensitive information, which includes but not restricted to;
   1. Issue of any class of securities.
   2. Acquisition, merger, de-merger, amalgamation, restructuring, scheme of arrangement, spin off or selling divisions of the company, etc.
   3. Change in market lot of the company’s shares, sub-division of equity shares of company.
   4. Voluntary delisting by the company from the stock exchange(s).
   5. Forfeiture of shares.
   6. Any action, which will result in alteration in, the terms regarding Redemption/cancellation/retirement in whole or in part of any securities issued by the company.
   7. Information regarding opening, closing of status of ADR, GDR, or any other class of securities to be issued abroad.
   8. Cancellation of dividend/rights/bonus, etc.
   
   The above information should be made public immediately.