The Company has appointed the Company Secretary as the Compliance Officer who shall report to the Managing Director/ Chief Executive Officer.

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:

• Directors
• Employees comprising the top two tiers of the Company management and key employees in the Finance department
• 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

The Compliance Officer shall maintain a record of the Insiders and any changes made in the list of insiders.

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.

The Insiders shall maintain the confidentiality of all Price Sensitive Information until 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.

Need to know

• 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.
  
  

Limited access to confidential information

• Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.

All Insiders shall be subject to trading restrictions as enumerated below:-

Trading window

• 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.
  
  
• The Trading window shall remain closed during the time when the following price sensitive information, although in the knowledge of the Insiders, remains unpublished:-
  
  

  • Periodical Finance Results (quarterly, half-yearly and annual)
  • Proposals for declaration of dividends (interim or final)
  • Proposals for issue of shares (public/ rights/ bonus) or buy-back of shares
  • Any major expansion plans or new projects
  • Proposals for amalgamation or takeover
  • Proposals for disposal of the whole or a substantial part of the Company's undertaking
  • Any significant changes in policies and plans relating to operations of the Company
• 
  
• 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
• Insiders shall not trade in the shares of the Company when the Trading widow remains closed

Pre-clearance of trades

• 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.
• 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.
• The application shall contain an undertaking to the effect:
  
  

  • That the applicant does not have any access to or has not received any Price Sensitive Information upto the time of making the application.
  • 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.
  • That he/ she has not contravened any provision of the Code of Conduct.
  • That he/ she has made a full and true disclosure in the matter.

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.

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.

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.

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:-

• Date of transaction
• Nature of transaction (Sale or Purchase)
• Number of shares, sold or purchased
• Price at which transacted
• Name of Stock Exchange where transacte
  
  

The Compliance Officer shall keep a record of the particulars furnished by the Insiders in terms of para 1 above for a period of 3 years.

Any Insider who trades in shares or communicates any information for trading in shares in contravention of the Code of Conduct may be penalized and the Company may take appropriate action.

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.

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.

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 violations.