This Code of Conduct has been framed with a view to prevent insider who is reasonably expected to have access to unpublished price sensitive information, from dealing in the securities of the Company to the disadvantage of common investors.
CHAPTER 1 - SHORT TITLE AND COMMENCEMENT
- This Code of Conduct may be known as "Amrit Banaspati Company Limited (ABCL) Code of Conduct for Prevention of Insider Trading" hereinafter referred to as the "ABCL Code of Conduct" or "These Regulations".
- This Code of Conduct has been made pursuant to Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended and may be modified by the Board of Directors from time to time.
- These Regulations shall come into force on the 1 st day of February, 2005.
CHAPTER 2 - APPLICABILITY
- These Regulations shall be applicable to the following persons:
- All directors on the Board of the Company;
- Officers of the Company;
- Designated Employees.
- These Regulations will also apply in respect of dealings in securities of the Company by the Directors, Officers, Designated Employees and their dependent family members.
CHAPTER 3 - DEFINITIONS
- 'Act' means the Securities and Exchange Board of India Act, 1992 (15 of 1992).
- 'Companies Act' means the Companies Act, 1956 (1 of 1956).
- 'Body Corporate' means a body corporate as defined under Section 2 of the Companies Act, 1956 (1 of 1956).
- 'Officer of the Company' means any person as defined in clause (30) of section 2 of the Companies Act, 1956 including an Auditor of the Company. As per section 2(30) of the Companies Act, 1956, Officer includes any director, manager or secretary o any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act.
- 'Stock Exchange' means a stock exchange which is recognized by the Central Government or SEBI under Section 4 of Securities Contracts (Regulations) Act, 1956 (42 of 1956).
- 'Regulations' means the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended.
- 'Company' means Amrit Banaspati Company Limited.
- 'Board of Directors' means the Board of Directors of Amrit Banaspati Company Limited.
- 'Committee' means Committee, if any, constituted by the Company for implementation of these Regulations.
- 'Compliance Officer' means any officer appointed by the Board of Directors of the Company for the purpose of these Regulations from time to time, and in the absence of thereof, the Company Secretary. He shall function under the superintendence of the CEO.
- 'Designated Employee' shall include:
- Officer/employee comprising the top three tiers of the Company management i.e. CEO, persons occupying the management positions at one level below the Board of Directors by whatever designation he is designated, Chief Financial Officer, Accounts head, Compliance Officer/Company Secretary or other key employees of the Company in the finance department as may be designated by name by CEO of the Company.
- Additional employees designated by the Company to whom these trading restrictions shall be applicable, keeping in mind the objectives of this Code of Conduct.
- 'Dependent Family members' means
- Dependent children
- Dependent parents
- 'Trading Window' means a period of trading in Company's securities by the directors, officers and the designated employees and their dependent family members.
- 'Insider' means any person who
- is or was connected with the Company or is deemed to have been connected with the Company and who is reasonable expected to have access to unpublished price sensitive information in respect of securities of the Company
- has received or has had access to such unpublished price sensitive information.
- 'Dealing in securities' means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal of agent.
- 'Price Sensitive Information' means any unpublished information which relates directly or indirectly to the Company and which if published is likely to materially affect the price of securities of the Company.
Explanation:- The following information shall be deemed to be price sensitive information:
- Periodical financial results of the Company
- Intended declaration of dividends (both interim and final)
- Issue of securities or buy back of securities
- Any major expansion plans or execution of new projects
- Amalgamations, mergers or takeovers
- Disposal of the whole or substantial part of the undertaking and
- Significant changes in policies, plans or operations of the Company.
- 'Unpublished' means information which is not published by the Company or its agent and is not specific in nature.
Explanation:- Speculative reports in print or electronic media shall not be considered as published information.
- Relative' means a person as defined in section 6 of the Companies Act, 1956.
- All other words and phrases not defined hereinabove, but defined in SEBI (Prohibition of Insider Trading) Regulations, 1992, The Securities and Exchange Board of India Act, 1992 and the Companies Act, 1956 shall have the same meanings respectively assigned to them in those Regulations/Acts.
CHAPTER 4 - CODE OF CONDUCT
- The Compliance officer of the Company shall be responsible for setting forth policies, procedures, monitoring adherence to this Code of conduct for preservation of "Price Sensitive Information', pre-clearing of designated employees' and their dependents' trades (directly or through respective department heads), monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors.
- The Compliance Officer shall maintain a record of the designated employees and any changes made in the list of designated employees
- The Compliance officer shall assist all the employees in addressing any clarifications regarding SEBI (Prohibition of Insider Trading) Regulations, 1992 and the Company's Code of Conduct.
- The Directors/Officers/Designated employees shall maintain the confidentiality of all the price sensitive information and shall not communicate any unpublished price sensitive information to any person except those within the Company who need the information to discharge their duties and whose possession of such information will not give rise to any conflict if interest or of misuse of the information.
- The Directors/Officers/Designated employees shall not pass on any price sensitive information to nay person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.
- All Directors/Officers/Designated employees shall keep the files containing confidential price sensitive information duly secured. Computer files must be kept with adequate security of login and password, etc.
- All Directors/Officers/Designated persons shall be subject to trading restrictions enumerated below:
Trading window: The trading period known as trading window shall be closed 7 days before the happening of the following events and shall remain closed up to 24 hours after the publication of the concerned price sensitive information :
- Declaration of financial results (quarterly, half yearly and annual)
- Declaration of dividend (interim and final)
- Issue of securities by way of public/right/bonus, etc.
- Any major expansion plans or execution of new projects
- Amalgamation, mergers, takeovers and buyback
- Disposal of the whole or substantially the whole of the undertaking(s)
- Any changes policies, plans or operations of the Company
Trading window may be closed by the Company during such time in addition to the above period as it may be deemed fit from time to time.
Restrictions on Trading
No director/officer/designated employee or their dependent family member shall conduct any dealing in the securities of the Company during the closure of trading window.
All Directors/Officers/Designated employees and their dependent family members shall conduct all their dealings in the securities of the Company only in a valid trading window and shall not deal in any transaction involving the sale or purchase of securities of the Company during the period when trading window is closed or during any other period as may be specified by the Company from time to time.
In case of Employees Stock Option Plans (ESOP), excesice of option may be allowed in the period when trading windlowis closed. However sale of shares allotted on exercise of ESOPs shall not be allowed when trading window is closed
Pre-clearance of trades
- A director/officer/designated employee and their dependents intending to deal in the securities of the Company exceeding the threshold limit of 10,000 shares shall have to make an application in FORM A to the compliance officer for pre-clearance of the transaction stating the number of shares that he/she intends to deal in along with full details of the depository with which he has a security account, the details as to the securities in such depository mode participant and client ID number.
- A Director/Officer/Designated Employee shall have to furnish an undertaking in FORM A to the effect that:
- He/she does not have any access or has not received price sensitive information up to the time of signing of the undertaking;
- In case he/she has access to or receives price sensitive information after signing of the undertaking but before the execution of the transaction, he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in securities of the Company till the time such information becomes public.
- He/she has not contravened the Code of conduct for prevention of Insider Trading as notified by the Company form time.
- He/she has made a full and true disclosure in the matter.
- Only after receiving the clearance, the Director/Officer/Designated Employee shall carry out the dealing in the securities.
- All directors/ officers/ designated employees who buy or sell any number of shares of the Company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction. All directors/ officers/ designated employees shall also not take positions in derivative transactions in the shares of the Company at any time.
In the case of subscription in the primary market (initial public offers), the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted
All directors/officers/designated employees and their dependents shall execute their order in respect of securities of the Company within one week of approval of preclearance, failing which it will have to be cleared again in Form A.
In case the sale of securities is necessitated by personal emergency, the holding period may be waived by the Compliance officer after recording in writing his/her reasons in this regard.
CHAPTER 5 - DISCLOSURE POLIC
(Reporting requirement for transaction in securities)
- Initial Disclosure: Any person who is Director/Officer/Designated Employee shall disclose to the compliance officer the total number of shares or voting rights held by such person including the shares held by the dependent family members of such person as on the date of implementation of the Code with in a period of one month after its implementation in FORM C. In case shares are held in physical form, the folio number of the person holding the shares shall be mentioned and in case shares are held in electronic form, DPID and client ID number shall be mentioned. The persons shall also submit the detail of the dependent family members.
Any person who is director of officer of a Company shall disclose to the Company in FORM C the number of shares or voting rights held and positions taken by derivatives by such person and his dependents within 2 working days of becoming director or officer of the Company.
- Continual Disclosure: Any person who is Director/Officer/Designated Employee shall disclose to the compliance officer the total number of shares or voting rights held and any change in shareholding or voting rights of such person and his dependents, if there has been change in such holdings from the last disclosure made under clause 5.1 above and the change exceeds Rs. 5 lacs in value or 25000 shares or 1% of total shareholding or voting rights whichever is lower.
- Yearly Disclosure: All Directors/Officers/Designated Employees of the Company shall disclose shares held in the Company (including shares held by dependent family members) as at 31 st March of each year by 30 th of April every year in FORM C.
- The Compliance officer shall maintain records of all the declarations for a period of three years.
- The Compliance Officer shall place before the Managing Director/Chief Executive Officer or a Committee specified by the Company on monthly basis all details of the dealings in the securities by Employees/Directors/Designated Employees of the Company and the accompanying documents that such person had executed under the pre-clearance procedure as envisaged in this Code.
CHAPTER 6 - PENALITIES
- Any Director/Officer/Designated Employee who trades in securities or who communicates any information for trading in securities in contravention of this Code of Conduct will be penalized and appropriate action can be taken against him/her by the Company after giving reasonable opportunity to him to show cause.
- Any Director/Officer/Designated Employee who violates the Code of Conduct 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.
- The action by the Company shall not preclude the SEBI from taking any action in case if violation of SEBI (Prohibition of Insider Trading) Regulations, 1992.
- In case it is observed/noticed by the Compliance officer of the Company that there is violation of this Code, he shall report the matter immediately to the Board of Directors through Managing Director /CEO. In case there has been violation of SEBI (Prohibition of Insider Trading) Regulation, 1992, SEBI shall be informed by the Company.
Form No. A
The Compliance Officer,
Amrit Banaspati Company Limited,
Regd. Office : Patiala - Chandigarh Road,
Rajpura - 140 401
Subject : APPLICATION FOR PRE-CLEARANCE
With reference to the Code of Conduct for Prevention of Insider Trading, I and/or my dependent family members (as per detail given in the application) propose to trade in the securities of the Company as per detail given hereunder:
Statement of holding at the time of Pre-clearance
A. Details of shareholding of Director/Officer/Designated employee held
Designation & Department
No. of Shares held with Folio/DP ID Client ID Numbe
Nature of transaction for which approval is sought i.e. purchase/sale
| No of shares to be dealt with |
B.Details of Shares held by Dependent Family Members
|No. of Shares held with Folio/DP ID Client ID Numbe ||Nature of transaction for which approval is sought i.e. purchase/sal ||No of shares to be dealt with |
I confirm that :
I have no access to nor do I have any information that could be construed as "Price Sensitive Information" as defined in the Code upto the time of this undertaking.
In the event that I have access to or receives any price sensitive information as defined in the Code after signing of the undertaking but before the execution of the transaction, I shall inform the compliance officer of the same and shall completely refrain from dealing in the securities of the Company till the time such information becomes public.
I have not contravened the provisions of the Code of Conduct for prevention of Insider Trading as notified by the Company from time to time.
We shall execute the trade of shares within 7 days of your approval. In case of failure to do so, we shall again apply for permission.
We shall hold the shares for a minimum period of 30 days from the date of acquisition.
I have made full and true disclosure in the matter and shall be fully responsible for any wrongful acts of my dependent family members including such penalties as may be imposed by the Company.
Name : _______________________