Investor Relations · Policy

Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons.

INTRODUCTION

The Securities and Exchange Board of India (SEBI) has issued the SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as "the Regulations"), which came into effect from 15th November 2015. These Regulations replaced the previous insider trading regulations and prescribe a comprehensive framework for prevention of insider trading.

In terms of Regulation 8(5) of the PIT Regulations, every listed company is required to frame a Code of Conduct for regulating, monitoring and reporting of trading by its designated persons and their immediate relatives. The objective of this Code is to regulate trading in securities by designated persons and to prevent misuse of price-sensitive information.

DEFINITIONS

"Designated Persons"

means any person occupying a position as a Director or Senior Management Personnel (employees at senior management level including chief executive officer, company secretary, chief financial officer and heads of departments) along with their immediate relatives and persons having access to unpublished price-sensitive information of the Company.

"Immediate Relatives"

means any person who is related to a designated person, by blood or marriage, and in particular, includes any lineal ascendant and descendant, spouse, siblings and their spouses.

"Unpublished Price Sensitive Information (UPSI)"

means any information relating to the 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 of the Company.

"Trading Window"

means a period during which designated persons and their immediate relatives are permitted to trade in the securities of the Company as per the framework specified in this Code.

"Restricted Period"

means a period when designated persons and their immediate relatives are restricted from trading in the securities of the Company.

APPLICABILITY

This Code applies to:

  • All Directors of the Company;
  • All employees at Senior Management level including the Chief Executive Officer, Company Secretary, Chief Financial Officer and heads of departments;
  • All other employees who have access to Unpublished Price Sensitive Information;
  • Immediate relatives of the persons mentioned above.

TRADING WINDOW

Opening and Closing of Trading Window:

The trading window for designated persons shall open on the first working day after the expiry of 48 hours from the end of the quarter-end, full year-end, or when the financial results are made public, whichever is earlier, and shall remain open until the end of the next quarter or financial year-end.

Closure of Trading Window:

The trading window shall be closed during the Restricted Period which commences 72 hours before the announcement of quarterly/half-yearly/annual financial results or any announcement of material events and continues until 48 hours after such announcement is made.

Restricted Period:

Designated persons shall not deal in the securities of the Company during the Restricted Period. The Company may declare additional restricted periods from time to time due to unpublished price-sensitive information becoming available.

PROHIBITED TRANSACTIONS

Designated persons and their immediate relatives shall not:

  • Deal in the securities of the Company during the Restricted Period;
  • Deal in the securities of the Company while in possession of Unpublished Price Sensitive Information and during such time till 48 hours after disclosure of such information;
  • Communicate any Unpublished Price Sensitive Information to any other person;
  • Counsel or procure any other person to deal in the securities of the Company on the basis of such information;
  • Take advantage of their position to obtain any short-term gains by trading during a window when the window is open or immediately thereafter;
  • Enter into agreements to hedge the position in the securities of the Company.

TRADING DURING OPEN WINDOW

Pre-clearance of Trades:

Designated persons intending to trade in the securities of the Company during the open window period must obtain pre-clearance from the Compliance Officer. The application for pre-clearance must specify the nature of transaction, number of securities, price band, time period within which the transaction would be completed, and declaration of compliance with the Code.

Cooling Off Period:

After completion of a transaction, the designated person shall not undertake any fresh trading in the securities of the Company for a cooling off period of 30 days, or till the expiry of the same trading window, whichever is earlier.

TRADING RESTRICTIONS AND DISQUALIFICATIONS

Designated persons shall not be allowed to trade in the securities of the Company if:

  • They have been denied pre-clearance for trading;
  • They are in possession of UPSI;
  • They are during the Restricted Period;
  • They have not submitted the compliance declaration as required;
  • They have violated the terms of this Code in the past;
  • The Company has determined that such trading would violate the objectives of the Code.

DISCLOSURE AND REPORTING REQUIREMENTS

Initial Disclosure:

Designated persons shall file initial disclosures regarding their shareholding or trading in the securities of the Company within 30 days of this Code coming into effect.

Continuous Disclosure:

Every designated person shall disclose their trading to the Compliance Officer within 2 working days of executing the transaction.

Annual Affirmation:

Every designated person shall provide an annual affirmation regarding compliance with this Code. Directors shall also provide an affirmation regarding their shareholding and trading in the securities of the Company.

ENFORCEMENT AND PENALTIES

Breach of Code:

Any breach of the provisions of this Code shall constitute misconduct and may result in disciplinary action against the designated person, including suspension from trading, monetary penalties, or termination of employment.

Regulatory Reporting:

The Company shall report any violations of this Code to the SEBI and Stock Exchanges as required under the PIT Regulations.

ROLE OF COMPLIANCE OFFICER

The Compliance Officer shall be responsible for:

  • Implementing and monitoring the Code;
  • Issuing guidelines and clarifications on the Code;
  • Granting or denying pre-clearance for trading;
  • Maintaining records of disclosures and confirmations;
  • Monitoring compliance with restricted and open trading windows;
  • Reporting violations to the Board and appropriate authorities;
  • Conducting periodic audits and reviews of compliance.

AMENDMENTS AND EFFECTIVE DATE

This Code shall come into effect from the date of adoption by the Board of Directors and shall remain in force unless amended, modified, or superseded.

The Company reserves the right to amend or modify this Code from time to time to ensure compliance with regulatory requirements and best practices. Any amendments shall be communicated to all designated persons and shall be effective from the date specified by the Company.