|
HALDYN GLASS GUJARAT LIMITED
Code of Conduct for Prevention of Insider Trading
The Policy and Obligations
Haldyn Glass Gujarat Limited (herein after referred to as “the Company”) has decided to ensure that all Directors, Officers, Designated Employees of the Company are bound to safeguard the confidentiality of all such information obtained in the course of his or her work at the Company. No Director, Officer, Designated Employee shall use his or her position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.
To achieve these objectives, Haldyn Glass Gujarat Limited, hereby notifies that this Code of Conduct, made pursuant to the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 1992, is to be followed by all Directors, Officers, Designated Employees and connected persons.
Part A- Definitions
‘Connected Person’ means any person who
1. is a Director of the Company ; or
2. an Officer or employee of the Company ; or
3. has a professional or business relationship with the Company.
‘Dealing in Securities’ means an act of subscribing, buying, selling or agreeing to subscribe, sell or deal in any securities either as principal or agent and includes exercising of options;
‘Insider’ means any person who is or was a “Connected Person” or a “Deemed Connected Person” and who is reasonably expected to have access to unpublished price sensitive information in respect of securities of a Company or who has received or has had access to such unpublished price sensitive information.
‘Officer’ means and includes any employee of the Company in the rank of General Manager and above;
‘Deemed Connected Persons’ means and includes:
1. Any company under the same management or group or any subsidiary of the Company;
2. Relatives and Dependent Family Members of Connected Persons;
3. Bankers of the Company;
4. Merchant Banker, Share Transfer Agent, Registrar to an issue, Debenture Trustee, Broker, Portfolio Manager, Investment Advisor, Sub-broker or any employee thereof who has a fiduciary relationship with the Company ;
5. Trustees of any trust the beneficiaries of which include any of the connected persons;
6. Trustees of any trust who are conferred with Power of Attorney to act on behalf of beneficiaries in respect of securities of the Company;
7. Persons having professional or business relationship between themselves and the Company, whether temporary or permanent, and by virtue of such relationship are expected to be in possession of price-sensitive information;
8. Any other person or category of persons mentioned in Regulation 2 of the SEBI (Prohibition of Insider Trading ) Regulations, 1992 ;
‘Price Sensitive Information’ meansany 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 shall be deemed to be price sensitive information:-
1. Declaration of financial results (quarterly, half-yearly and annual ),
2. Declaration of dividends ( interim and final ) ,
3. Issue of securities by way of public / rights / bonus ,etc,
4. Any major expansion plans or execution of new projects,
5. Amalgamation, mergers, takeover and buy-back,
6. Disposal of the whole or substantially the whole of the undertaking,
7. Any changes in policies, plans or operations of the Company,
8. Any information which, if disclosed , in the opinion of the person disclosing the same is likely to materially affect the price of the securities of the Company ;
“Insider trading”: When insiders use unpublished price sensitive information to arrive at securities trading (including buying as well as selling) decisions, the action is referred to as insider trading;
‘Company’ means Haldyn Glass Gujarat Limited.;
‘Compliance officer’ means the Company Secretary of the Company or in his absence any other officer as may be designated by the Board for implementation and overseeing compliance with the Regulations and the Code across the Company;
‘Designated Employee’ shall mean:
1. Managing and Executive Directors;
2. All Vice Presidents / General Managers;
3. Employees designated by the Board of Directors from time to time to whom the trading restrictions shall be applicable.
‘Dependent Family Members’ shall include the spouse, parents and children who are financially dependent on the designated employees and such other family members as may be notified by them.
‘Free Period’ mean any period other than the Prohibited Period
‘Prohibited Period’ means:
1. Period when the Trading Window is closed.
2. Such other period as may be specified by the Compliance Officer from time to time in consultation with the Chairman & Managing Director.
‘Relative’ means a person, as defined in Section 6 of the Companies Act, 1956.
Words and expressions not defined in these Regulations shall have the same meaning as contained in SEBI (Prohibition of Insider Trading) Regulations, 1992 or the Securities and Exchange Board of India Act, 1992.
Part B
1. Compliance Officer
The Company has appointed the Company Secretary as Compliance Officer who shall report to the Chairman & Managing Director/Executive Director of the Company.
1.1 Duties of Compliance Officer.
1. He shall maintain a record of Designated Employees and any changes made to the list of Connected Persons.
2. He may, in consultation with the Chairman & Managing Director/Executive Director and shall as directed by Board, specify the Prohibited Period from time to time and immediately make an announcement thereof.
3. He shall maintain a record of the Prohibited Period specified from time to time.
4. He shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of ‘Price-Sensitive Information’, ‘pre-clearing of Designated Employees’ and their dependents’ trades, monitoring of trades and the implementation of the Code of Conduct under the overall supervision of the Board of Directors of the Company.
5. He shall maintain records of all the declarations submitted in the appropriate form given by the Directors, Officers, and Designated Employees for a minimum period of three years.
6. He shall place before the Chairman & Managing Director/Executive Director, on a monthly basis, all the details of the dealing in the securities by Designated Employees, Directors, Officers of the Company and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in these rules.
7. He shall from time to time inform the Stock Exchange of any price sensitive information on immediate basis.
8. He shall be responsible for overseeing and co-ordinating disclosure of price sensitive information to Stock Exchange, analysts, shareholders and media and educating staff on disclosure policies and procedure and report to the Chairman & Managing Director/Executive Director.
9. He shall ensure that the prohibited period is intimated to all concerned at least 48 hours before the commencement of the said period.
10. He shall inform SEBI of any violation of SEBI (Prohibition of Insider Trading) Regulations, 1992 within 7 days of knowledge of violation.
2. Preservation of “Price Sensitive Information”
Designated Employees, Directors, Officers shall maintain the confidentiality of all Price Sensitive Information. Employees /Directors 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. Following practices should be followed in this regard:
A. Need to know
Unpublished Price Sensitive Information is to be handled on a “need to know” basis, i.e., Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of information.
B. Limited access to confidential information.
Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc. Files containing confidential information should be deleted / destroyed after its use. Shredder should be used for the destruction of physical files.
3. Prohibition on Dealing, Communicating or Counseling on matters relating to Insider Trading
No insider shall-
1. Either on his own behalf or on behalf of any other person, deal in securities of the Company when in the possession of any unpublished price sensitive information;
2. Communicate, counsel or procure, directly or indirectly, any unpublished price sensitive information to any person. However, these restrictions shall not be applicable to any communication required in the ordinary course of business or under any law.
4. Restrictions on Trading
All Directors / Officers and Designated Employees of the Company shall be subject to trading restrictions as enumerated below:-
A. Trading Window
No Director, Officer and Designated Employee of the Company shall deal in the securities of the Company when the trading window is closed, which is the prohibited period for trading.
B. The trading window shall be, inter alia , closed at the time of :-
1. Declaration of financial results (quarterly, half-yearly and annual ),
2. Declaration of dividends ( interim and final ) ,
3. Issue of securities by way of public / rights / bonus ,etc,
4. Any major expansion plans or execution of new projects,
5. Amalgamation, mergers, takeover and buy-back,
6. Disposal of the whole or substantially the whole of the undertaking,
7. Any changes in policies, plans or operations of the Company,
8. Any information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the price of the securities of the Company ;
C. The period of closure shall be effective from seven days prior to date of meeting of the Board of Directors proposed to be held or from the date of circulation of agenda paper pertaining to the subject referred above, whichever is longer, upto 24 hours after the information is submitted to the Stock Exchange.
D. The Prohibited Period in case of the happening of the events including the declaration of financial results, mentioned in para B above, shall commence from seven days prior to date of happening of such event and the trading window shall be opened 24 hours after the information is made public.
E. All Directors,Officers, Employees of the Company shall conduct all their dealing in the securities of the Company only during the free period and shall not deal in any transaction involving the purchase or sale of the Company’s securities during the prohibited periods or during any other period as may be specified by the Company from time to time.
5. Pre-clearance of trades
All Directors, Officers, Designated Employees of the Company who intend to deal in the securities of the Company in excess of 2000 equity shares in number shall obtain a pre-dealing approval as per the pre-dealing procedure described hereunder:-
A. Pre-dealing Procedure
An application for pre-clearance of trade may be made in Form ‘1’ duly filled and complete in all respects, to the Compliance Officer.
An Undertaking shall be executed in favour of the Company by such Designated Employees, Directors, Officers incorporating, inter alia, the following clause, as may be applicable:
1. That the Employee /Director /Officer does not have any access or has not received “Price Sensitive Information” up to the time of signing the Undertaking.
2. That in case the Designated Employee, Director, Officer has access to or receives “Price Sensitive Information” after the signing of the Undertaking but before the execution of the transaction he or she shall inform the Compliance Officer of the change in his position and that he or she would completely refrain from dealing in the securities of the Company till the time such information becomes public.
3. That he or she has not contravened the Code of Conduct for prevention of insider trading as notified by the Company from time to time.
4. That he or she has made full and true disclosure in the matter.
The Compliance Officer shall give an acknowledgement on the duplicate of the application submitted by the Director, Officer, Designated Employee.
The Compliance Officer shall grant approval within 2 days from the date of acknowledgement.
The Compliance Officer shall retain copies of all applications and acknowledgement.
In exceptional circumstances consent may not be given, if the Compliance Officer is of the opinion that the proposed deal is on the basis of possession of any unpublished price sensitive information. There shall be no obligation to give reasons for any withholding of consent.
If so requested by the Compliance Officer, Director, Officer, Designated Employee must ensure that his stockbroker is authorized to disclose to the Company all matters relevant to his share dealings.
B. Other restrictions
All Directors, Officers, Designated Employees and their dependents shall execute their orders in respect of securities 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 Directors, Officers and Designated Employees must apply for pre-clearance of the transaction again.
All Directors, Officers and Designated Employees shall not, within a period of six months of buying or selling of any number of securities of the Company enter into an opposite transaction, i.e., sell or buy, as the case may be, any number of securities of the Company.
All Directors, Officers and Designated Employees shall hold their investment in securities for a minimum period of 30 days irrespective of mode of acquisition in order to be considered as being held for investment purposes.
In case the sale of securities is necessitated by personal emergency, the Compliance Officer may waive the holding period after recording in writing his or her reasons in this regard. An application for waiver of holding period shall be made to the Compliance Officer in Form ‘2’ duly filled up and complete in all respects.
6. Reporting Requirements for transactions in securities
A. Initial Disclosures
Every Director, Officer and Designated Employee of the Company on being appointed as such shall disclose to the Company, in Form ‘3’, the number of shares or voting rights in the Company held by him and their dependent members within 2 working days of becoming a Director or Officer or Designated Employee of the Company. Additionally, the Directors and Officers shall also furnish details in Form ‘3A’ within 2 working days of becoming a Director or Officer.
B. Continual Disclosures:
1. Every Director and Officer of the Company shall disclose the changes, in Form ‘4’, in the number of securities in the Company held by him and change in his securities holding from the last disclosure made under this clause or under Clause 6(A), if such change exceeds Rs. 5 lakhs in value or 25,000 shares or 1% of the total shareholding, whichever is lower or any revised limits notified by SEBI from time to time “Change” means a net change arrived at after taking netting off purchase and sale of securities.
2. The aforesaid disclosure has to be made within 2 workings days of:-
(a) The receipt of intimation of allotment of shares; or
(b) The acquisition or sale of securities as the case may be
3. The disclosures under this clause shall be sent to the Compliance Officer of the Company.
C. Half-yearly/Annual Disclosures
All Directors, Officers, Designated Employees and their dependent family members dealing in the securities of the Company shall be required to forward following details of their securities transaction including the holdings of dependent family members to the Compliance Officer:
1. All holdings in securities of the Company by Directors, Officers, Designated Employee at the time of joining the Company.
2. Statement of any transaction in securities of the Company, whether pre-clearance of trade was obtained or not, in Form ‘5’ on a half-yearly basis on April 15 and October 15 every year giving details of all dealings in the securities of the Company preceding six months; and
3. Annual statement of all holdings in securities of the Company in Form ‘6’ as on March 31 of each year, before April 15 of the year.
D. Disclosure by the Company to the Stock Exchange
Within 2 working days of the receipt of the information under clause 6(A) and 6(B), the Compliance Officer shall disclose to the Stock Exchange on which the Company is listed, the information received.
E. Records of disclosures received by the Company
The Compliance Officer shall maintain records of all the declaration in the appropriate form given by the Directors, Officers and Designated Employees for a minimum period of three years.
The Compliance officer shall place before the Chairman and Managing Director, on a monthly basis all the details of the dealing in the securities by the Designated Employees, Directors, Officers of the Company and the accompanying documents that such person had executed under the pre-dealing procedure as envisaged in this Code.
7. Penalty for contravention of Code of Conduct
Any Director, Officer, Designated Employee who trades in securities or communicates any information for trading in securities, in contravention of the Code of Conduct may be penalized and appropriate action may be taken by the Company. Directors, Officers, Designated Employees of the Company who violate this Code of Conduct shall also be subjected to disciplinary action by the Company which may include wages, salary freezes, suspension, withholding of promotions, etc.
The action by the Company shall not preclude SEBI from taking any action in case of violation of the SEBI (Prohibition of Insider Trading) Regulations, 1992.
8. Information to SEBI in case of violation of the SEBI (Prohibition of Insider Trading) Regulation, 1992
In case it is observed by the Company and / or Compliance Officer that there has been a violation of the SEBI (Prohibition of Insider Trading) Regulations, 1992, SEBI shall be informed by the Company.
=========
***************************************************************************************
FORM 1
PRE-CLEARANCE OF TRADE
(To be submitted in Duplicate)
The Compliance Officer
Haldyn Glass Gujarat Limited
Through Division/ Department Head
|
Name of the applicant
|
|
|
Designation
|
|
|
Employee Pay Roll No.
|
|
|
Number and value of securities in the
Company held as on date (with folio /
DP ID / Client ID No.)
|
|
|
Nature of securities held
|
*Equity Shares / Other Securities
|
|
The Proposal is for
|
I. Acquisition in the open market
II. subscription to the securities
III. sale of securities
|
|
Proposed date of dealing in securities
|
|
|
Nature of proposed dealing
|
Purchase / Sale of securities
|
|
Estimated number of securities proposed to be acquired / subscribed / sold
|
|
|
Price at which the transaction is proposed
|
|
|
Current market price (as on the date of application)
|
|
|
Whether the proposed transaction will be through stock exchange or off market deal
|
|
|
Name of the Depository
DP ID Number
Client ID number
|
|
In relation to the above Dealing, I undertake that:
I. 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 signing this Undertaking;
II. In the event that I have access to or received any information that could be construed as "Price Sensitive Information" as defined in the Code, after the signing of this Undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from dealing in the securities of the Company until such information becomes public;
III. 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;
IV. I have made full and true disclosure in the matter.
V. I hereby declare that I shall execute my order in respect of securities 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, I undertake to obtain pre-clearance for the transaction again.
Place:
Date:
__________________
Signature
* strike whichever is not applicable.
PRE CLEARANCE ORDER
This is to inform you that your request for dealing in ___________________________
(numbers) shares of the Company as mentioned in your abovementioned application is
approved. Please note that the said transaction must be completed on or before (date),
that is within one week from today. Further, you are required to file the deails of the executed transactions within two working days from the date of transaction/deal. In case the transaction is not undertaken, a ‘NIL’ report shall be necessary.
For Haldyn Glass Gujarat limited
Compliance Officer
Date:
-----------------------------------------------------------------------------------------------------
CONFIRMATION
Date:
To,
The Compliance Officer
Haldyn Glass Gujarat limited
I confirm that the share dealing for which approval was granted on _____________ was
completed on ___________________ to purchasing/selling ______________________
(numbers) equity shares of the Company.
Employee Name :
Designation :
Pay Roll No. :
********************************************************************************************
FORM 2
WAIVER OF MINIMUM HOLDING PERIOD
Date:
The Compliance Officer
Haldyn Glass Gujarat Limited
Through Division / Department Head
Dear Sir,
I request you to grant me waiver of the minimum holding period of 30 days as required under the Code of Conduct for Prevention of Insider Trading with respect to ____________ shares of the Company held by me/________________________ (name of relative) singly/jointly acquired by me on _______________(Date). I desire to deal in the said shares on account of ________________________________________ (give reasons)
Thanking you,
Yours faithfully
(Name)
(Designation)
(Department)
FORMAT FOR DISCLOSURE OF PARTICULARS BY
DIRECTORS/ OFFICERS/ DESIGNATED EMPLOYEES
|
Internal use
Recd date and time:
Sign :
|
Date:_______
To,
The Compliance Officer,
Haldyn Glass Gujarat Limited
Dear Sir,
My personal details are as under:
NAME OF DIRECTOR /OFFICER/ DESIGNATED EMPLOYEE _______________________________
EMPL NO.________________ GRADE ____________ DEPARTMENT _______________________
LOCATION __________________________________ DATE OF APPOINTMENT __________________
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and the Company’s Code of Conduct for Prevention of Insider Trading, I hereby declare that I have the following Dependent(s):
|
Sr. No.
|
Name of the dependant
|
Relationship with Director/ Officer / Designated Employee
|
|
|
|
|
|
|
|
|
I hereby declare that I / my dependants
- do not hold any Securities as on date
- hold Securities _______ (give description) as per the details given below :
|
Name of holder *
|
**First or joint holder
|
Folio No.
(physical form )
|
Holding
|
DP ID/CLIENT ID
(electronic form )
|
Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Include holdings where Director/ Officer / Designated Employee or dependant is a joint holder.
** Indicate “F” where the named holder is the first holder of the Securities and “J” where he/ she is the joint holder of the Securities.
All DP Ids and Client Ids to be furnished even if no Securities of the Company are held.
I hereby undertake to inform the changes in the above details from time-to-time.
I hereby declare that the above details are true, correct and complete in all respects.
Signature: __________________________
Name: _________________________
***********************************************
FORM 3A
Form for Initial Disclosure
[As per Form ‘B’ prescribed under Regulation 13(2) of SEBI (Prohibition of Insider Trading) Regulations, 1992]
|
Name, PAN &
Address of
Director /
Officer
& their
Dependent
Family
Members
|
Date of
assuming
office of
Director
/ Officer
|
No & %
of shares
/ voting
rights
held at
the time
of
becoming
Director
/ Officer
|
Date of
intimation
to
Company
|
Mode of
acquisition
(market
purchase /
public /
rights /
preferential
offer etc.)
|
Trading
member
through
whom the
trade was
executed
with SEBI
Registration
No. of the
Trading
Member
|
Exchange
on which
the trade
was
executed
|
Buy
quantity
|
Buy
Value
|
|
|
|
|
|
|
|
|
|
|
Notes:
· The above disclosures shall include the holdings of the dependent family members.
· This form is required to be submitted with in 2 working days of joining / appointment
Place:
Date:
Signature
***********************************
FORM 4
Disclosure of changes in shareholdings from last disclosure where such change exceeds
(a) Rs. 5 lakhs in value or (b) 25000 shares or (c) 1% of the total shareholding of the Company, whichever is lower
[As per Form ‘D’ prescribed under Regulation 13(4) of SEBI (Prohibition of Insider Trading) Regulations, 1992]
Details of change in shareholding of Director or Officer
|
Name, PAN
No. &
Address of
Director/ Officer
|
No. & % of
shares /
voting
rights held by
the
Director/
Officer
|
Date of
receipt of
allotment
advice/
acquisition/ sale of
shares/
voting rights
|
Date of
intimation
to company
|
Mode of
acquisition
(market
Purchase/ public /
rights/
preferential
offer etc.)
|
No. &
% of
shares/
post
acquisition / voting rights
sale
|
Trading
member
through
whom the
trade was
executed
with SEBI
Registration No. of the TM
|
Exchange on
which
the
trade
was
executed
|
Buy
quantity
|
Buy value
|
Sell qua-ntity
|
Sell
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Signature
Palce:
Date:
*************************************************************************
FORM 5
HALF-YEARLY STATEMENT
Date:
To,
The Compliance Officer
Haldyn Glass Gujarat Limited
Half-yearly Statement of Shareholding of Directors*/Officer*/ Designated Employee*/Connected Person*
|
Name
|
Designation**
|
Department
|
No. of
shares
held on
1st April/ October
|
No. of
shares
bought
during
the
six months
|
No. of
shares
sold
during
the
six months
|
No. of
shares
held on
31st March / 30th September
|
|
|
|
|
|
|
|
|
Details of Shares held by Relatives***/Dependent Family Members# (as applicable)
|
Name of Relative
|
Relationship
|
No. of
shares held
on 1st April/ October
|
No. of
shares
bought
during the
six months
|
No. of
shares
sold during
six months
|
No. of
shares
held on
31st March/ 30th September
|
|
|
|
|
|
|
|
I/We declare that I/We have complied with the requirements of minimum holding period of 30 day with respect to the shares sold.
________________
Name and Signature
* Delete whichever is not applicable
** Connected person should mention the nature of association
*** Applicable to Director
# Applicable to Officer/Designated Employee and Connected Person
Note: To be submitted half-yearly basis on or before April 15 and October 15, every year as per Clause 6(C)(2) of the Code.
***************************
FORM 6 - ANNUAL DISCLOSURE
Date:
To,
The Compliance Officer
Haldyn Glass Gujarat Limited
Statement of Shareholding of Directors*/Officer*/ Designated Employee*
|
Name
|
Designation
Department
|
No. of
shares
held on
1st April,
20__
|
No. of
shares
bought
during the
year
|
No. of
shares
sold
during
the year
|
No. of
shares
held on
31st
March,
20__
|
Folio No. /
DP ID/
Client ID
|
|
|
|
|
|
|
|
|
Details of Shares held by dependent family members
|
Name of
Relative
|
Relationship
|
No. of
shares
held on 1stApril,
20___
|
No. of
shares
bought
during the year
|
No. of
shares
sold
during
the year
|
No. of
shares
held on
31st
March,
20__
|
Folio No.
/DP ID/
Client ID
|
|
|
|
|
|
|
|
|
I/We declare that the shares sold have been held by me/us for 30 days
I/We further declare that the above disclosure is true and correct and is in accordance with the previous disclosures given to the Company.
* Delete whichever is not applicable
Note: To be submitted within 15 days of end of every financial year, i.e. on or before April 15, as per Clause 6(C)(3) of the Code.
|
