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Code of Conduct for
Employees |
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The Securities and Exchange Board of India (Prohibition of
Insider Trading)
Regulations, 1992, was
amended on 22nd
February, 2002
(hereinafter referred to
as the 'Regulations') in
terms of which the
Company is required,
inter alia, to frame a
Code of Conduct for
prevention of insider
trading by employees of
the Company, including
the Directors, in
relation to the
securities of the
Company. 'Securities'
for the purpose of this
Code shall include
shares of the Company
and related stock market
derivatives.
In line with the said
Regulations, the Company
adopted Code of Conduct
(hereinafter referred to
as the 'Code') during
the year 2002/03
prohibiting employees
from dealing in shares
of the company without
obtaining the permission
of Director & Secretary.
The company has been
receiving requests from
employees for purchase
of shares fixing a
threshold limit. Now,
for the purpose of
internal regulations and
for prevention of
Insider Trading in
shares it is proposed to
introduce the modified
new set of Code of
Conduct for the
“Designated Employees”
of the Company which
shall read as follows: |
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PROHIBITION TO BUY /
SELL SECURITIES OF THE
COMPANY BY EMPLOYEES,
INCLUDING DIRECTORS |
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Employees, including
Directors, when in
possession of any
unpublished price
sensitive information,
as defined in the
Regulations, pertaining
to the Company, shall
not:
Buy/Sell securities of the Company, either on their own behalf or on
behalf of any other
person.
Communicate, counsel or procure any unpublished price sensitive
information to/from
any person. |
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RESTRICTION TO BUY/SELL SECURITIES BY DESIGNATED EMPLOYEES |
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The Designated Employees
shall cover the
following:
• Directors, Executive
and Non-Executive;
• Managers at all Levels
or its equivalent;
• Employees in Finance
and Secretarial
functions located at the Factory/Corporate Headquarters; and
• Statutory Auditors of
the Company
Designated Employees
shall not buy/sell
securities of the
Company during Closure
of the 'Trading Window',
i.e. the period during
which trading in the
securities of the
Company is prohibited.
Trading Window shall be
closed during the
following periods:
a. Declaration of
periodical financial
results of the Company.
b. From the date of
circulation of the
agenda for the meeting
of the Board of
Directors, in which any
material, price
sensitive and
unpublished event,
including the following,
are proposed. The
closure of the Trading
Window for these events
will be advised by the
Compliance Officer
appointed by the Board
of Directors for the
purpose of this Code:
• Proposal in respect of
issue of securities by
way of public/rights/bonus etc.;
• Proposal in respect of
significant expansion
plans or execution of
new large projects;
• Proposal in respect of
amalgamation, mergers,
takeovers;
• Proposal in respect of
disposal of whole or
substantially the whole
of the undertaking;
The Trading Window shall
open 48 hours after
close of the Board
meeting at which
decisions in respect of
the above events are
taken.
Designated Employees
shall require prior
clearance for purchase
and sale of securities
of the Company,
exceeding 1000 shares in
a financial year (either
in one transaction or in
a series of
transactions). Such
prior clearance shall be
required from the
Committee constituted by
the Board. Purchase /
sale of securities by
the Committee members
beyond the aforesaid
limits shall require
prior clearance from the
Chairman. Purchase/sale transactions, for
which prior clearance
has been obtained by
Designated Employees,
shall be executed within
seven days of such
clearance.
Designated Employees
shall hold the
securities of the
Company for a minimum
period of 30 days from
the date of purchase
('Minimum Holding
Period'). In case of
personal emergency, the
prior approval of the
Compliance Officer shall
be taken for relaxation
in the Minimum Holding
Period. In respect of
the Compliance Officer,
such relaxation shall
require prior approval
of the Chairman. |
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DISCLOSURES |
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Designated Employees
shall make the following
disclosures of shares
and other securities
held in the Company by
them and their dependant
family members, to the
Compliance Officer:
• Fresh disclosure of
number of shares and
other securities held as
on February 14th, 2008.
This disclosure shall be
made by 14th
March, 2008.
• Annual disclosure of
number of shares and
other securities held as
on 31st March, including
details of purchase /
sale of shares and other
securities during the
financial year. This
disclosure shall be made
within 30 days from the
close of each financial
year.
• Changes in
shareholding, when such
change exceeds 1000
shares. This disclosure
shall be made within 4
working days of such
change.
• Disclosure shall also
be made of the number of
shares and other
securities held, upon
becoming a Designated
Employee, at any point
of time. This disclosure
shall be made within 4
working days of becoming
a Designated Employee.
'Dependant family
members' for this
purpose means dependant
parents, dependant
children, dependant
spouse and any other
person(s) dependant on
the Designated Employee. |
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PENALTIES FOR
CONTRAVENTION |
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Violation of this Code
will invite severe
disciplinary action.
Such disciplinary action
will be irrespective of
action that may be taken
by SEBI under the
Regulations.
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GENERAL |
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A copy of the
Regulations is enclosed.
Employees are advised to
peruse the Regulations
carefully and acquaint
themselves with all the
provisions contained
therein. The Compliance
Officer will be
available for
clarification /
assistance that may be
necessary
Place
: Chennai By Order of the
Board
T. Shivaraman
Date : 14.2.2008
Managing Director & CEO
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Shriram EPC Limited
(INSIDER TRADING)
MODIFIED
REGULATIONS, 2008. |
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Short title and
commencement:-
1. These rules may be
called Shriram EPC
Limited (Insider
Trading) Rules, 2008.
2. These rules are
applicable to
“Designated Employees”
and their Dependent
Relatives.
3. These Rules shall
come into force in the
Company w.e.f 14.2.2008
II. Defnitions:-
In these rules, unless
the context otherwise
provide:-
“Act” means the
Securities and Exchange
Board of India Act,
1992.
“Board” means the Board
of Directors of SHRIRAM
EPC Limited.
“Rules” means the
SHRIRAM EPC LIMITED
(INSIDER TRADING) RULES,
2008.
“Committee” means the
member constituted by
the Board.
“Company” means Shriram
EPC Limited.
“Compliance Officer”
means the Company
Secretary or such other
person who may be
appointed by the Board
of Directors as the
Compliance Officer.
“Designated Employees”
means All Directors,
Managers at all levels,
all employees in Finance
and Secretarial
Department, located at
Factory / Corporate
Headquarters, Statutory
Auditors and any other
employees and their
dependent relatives who
are privy to any price
sensitive information.
“Dependents” means
Spouse, dependent
parents, dependent
Children, dependent
in-laws, and any other
person dependent on the
Designated employee.
“Dealing in Shares”
means an act of
subscribing, buying,
selling or agreeing to
buy, sell or deal in any
shares of the Company by
any person either as
principal or agents.
“Insider” means a
Designated Employee who
is or was connected with
the Company or is deemed
to have been connected
with the Company, and
who is reasonably
expected to have access
to unpublished price
sensitive information of
the Company, or who has
received or has had
access to unpublished
price sensitive
information.
"Officer of a company"
means any person as
defined in clause (30)
of section 2 of the
Companies Act, 1956 (1
of 1956) including an
auditor of the company
“Price Sensitive
Information” means any
information, which
related directly or
indirectly to the
Company and if
published, is likely to
materially affect the
price of shares of the
Company and includes but
shall not be restricted
to:-
1. Periodical Financial
results of the Company
2. Intended declaration
of dividends (both
interim and final)
3. Issues of Shares or
buy back of Shares
4. Any major expansion
plans or execution of
new projects
5. Amalgamation, mergers
and takeovers
6. Disposal of whole or
substantially the whole
of the undertaking.
7. Any significant
change in policies,
plans or operations of
the Company.
“Relative” means and
includes spouse,
parents, grand parents,
children, brothers,
sisters, aunts, uncles,
nephews and in-laws.
“Published Information”
means any information
officially published by
the Company or its
authorised officers and
including those
information sent to the
Stock Exchanges.
“Trading Window” means a
period to be specified
by the Company in which
trading of securities
can be done by the
Designated Employee.
“Unpublished
Information” means any
information, which is
not officially published
by the Company or its
agent and is not
specific in nature.
However speculative
reports in print or
electronic media by an
analyst or reporter or
by means of rumour shall
not be considered as
published information.
“Official Communication”
means any communication
made by an authorised
person on behalf of the
Company and must be
recorded in writing.
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III. Code of Conduct on
matters relating to
insider trading |
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No insider shall:-
1. Either on his own
behalf or on behalf of
any other person, deal
in securities of the
company on the basis of
any unpublished price
sensitive information
which has not yet been
officially communicated
to the public or the
Stock Exchanges.
2. Communicate any
unpublished price
sensitive information to
any person, with or
without his request for
such information, except
as required in the
ordinary course of
business or under any
law, or
3. Counsel or procure
any other person to deal
in shares of the Company
on the basis of
unpublished price
sensitive information |
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IV. Rules and
Procedures for
‘Designated Employees’
their Dependent
Relatives to Invest in
Company’s Shares. |
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No designated employee,
his dependent relatives
shall invest in the
Company’s shares beyond
the threshold limit of
1000 shares (prescribed
at present) unless:-
1. He/she takes prior
approval of the
Committee giving his
name, estimated number
of shares he / she
intends to purchase or
sell and details of
Depository Participant.
2. He/she files an
undertaking stating
that:
a. He/she does not have
access to or has not
received price sensitive
information up to the
time of signing the
undertaking.
b. In the event of
receiving any price
sensitive information
after signing the
undertaking but before
execution of the
transaction, he / she
will inform the
Compliance Officer of
the change and will
refrain from dealing in
the shares of the
Company till such
information is made
public.
c. He/she has not
contravened the code of
conduct for prevention
of Insider Trading.
d. He/she has made a
full and true disclosure
in the matter.
3. The Designated
Employee must execute
the order for purchase /
sale of shares within
one week of getting
approval from the
Compliance Officer
otherwise fresh approval
will be required.
4. All Designated
Employees must hold
their shares for at
least 30 days if the
shares are to be
considered to have been
made for investment
purposes, otherwise
there will be a strong
presumption that the
shares were purchased on
price sensitive
information. This Rule
is also applicable to
IPOs (Initial Public
Offering).
5. In case of sale
necessitated by personal
emergency, holding
period of 30 days can be
waived by the Compliance
Officer, for reasons to
be recorded in writing.
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V. Permanent Records and
Updation thereof on
continuous basis. |
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1. Each Designated
Person will file a
declaration with the
Compliance Officer
providing the names of
Dependents within the
meaning of the rule
along with his / their
shareholding as on
14.02.08.
2. On an on-going basis
each Designated person
shall update the above
information as on 31st
March every year.
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