“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. “Insider” means any person who is a connected person or in possession of or having access to unpublished price sensitive information. "Promoter" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof. “Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto. “Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund. “Takeover regulations” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto. "Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly. “Trading day” a day on which the recognized stock exchanges are open for trading. "Unpublished price sensitive information" means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon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: – (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel; and (vi) material events in accordance with the listing agreement. “Key Managerial Personnel”, in relation to the Company, means: the Executive Officer or the Managing Director or the Manager; the Company Secretary; the Director; the Chief Financial Officer; such other officer as may be prescribed “Calendar Quarter” means a period of 3 consecutive calendar months, ending with the last day of March, June, September or December.
Every Promoter, Key Managerial Personnel and Director of the Company and any other person for whom such person takes trading decisions shall disclose his holding of securities of the Company as on the date of these regulations taking effect, within 30 days in Form A; Every person on appointment as a Key Managerial Personnel or a Director of the Company or Designated Employee or upon becoming a Promoter shall disclose his holding of securities of the Company and any other person for whom such person takes trading decisions 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. Continual Disclosure: Promoter, Designated Employee and director of Company and any other person for whom such person takes trading decisions shall disclose to the Company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified by the Compliance Officer from time to time in Form C. Disclosure by the Company to the Stock Exchange(s): The Company shall within 2 Working days the receipt of disclosures as mentioned as aforesaid, discloses to all Stock Exchanges on which the securities of the Company are listed, the information received as aforesaid. 10. General Provision: The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the directors / designated employees for a minimum period of five years. The Compliance Officer shall place before the Managing Director / Chief Executive Officer or a committee specified by the company, on a monthly basis all the details of the dealing in the securities by the employees / director / officer of the company and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code. 11. Penalties: 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). 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 by the Company. The penalties will be as per the Securities Contract (Regulation) Act, 1956. The action by the Company not preclude SEBI and other authorities from taking any action
Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Name: Signature: Date: Place: FORM C Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2)] Name of the company: ISIN of the company: Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2) Name, PAN No., CIN/DIN, & address of Promoter/ Employee / Director with contact nos. Category of Person (Promoters/ KMP / Directors/ immediate relatives/ others etc.) Securities held prior to acquisition/disposal Securities d % of shareholding Date of allotment advice/ acquisition of shares/ sale of shares specify Date of intimation to company Mode of acquisition (market rights/ preferential offer / off market/ transfer etc. Trading in derivatives (Specify type of contract, Futures or Options etc.) Exchange on which the trade was executed Type of security (For e.g. – Shares, Warrants, Convertible Debenture s etc.) No. Type of security (For e.g. – Shares, s etc.) No. Pre transaction Post From To Buy Sell Value Number of units * lot size) Value of units * lot size)
I confirm that: I and my relatives (We) do not have access to any sensitive information and have complied with the code of conduct for prevention of insider trading as specified by the Company from time to time. I/We shall execute the trade of Debentures within 7 days of your approval failing which we shall apply again to you for your approval. I/We shall hold Debentures of the Company for a minimum period of 30 days from the date of acquisition. I/We further confirm that the aforesaid facts are true and correct and shall be fully responsible for any wrongful acts done by me or my relatives including such penalties as may be imposed by the Company. You are requested to provide the pre-clearance of trade for the above transaction. Thanking you, Yours sincerely, Place: Date: Prevention of Insider Trading Pre clearance of trades FORM 2 SEBI (Prohibition of Insider Trading) Regulations, 2015 The Compliance Officer ___________ Ltd. Address: __________ ______________ Sub.: Waiver of minimum holding period for Securities of the Company Dear Sir,