Nirlon Limited’s Internal Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders INTRODUCTION A. The Securities and Exchange Board of India (“SEBI”), in its endeavour to regulate and develop the securities market, and to protect the interest of investors, has enacted SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (“Insider Regulations”). Insider Regulations establish the framework for prohibition on insider trading in securities and prescribes all listed companies to formulate internal code of conduct to comply with the mandates under the Insider Regulations. B. Nirlon Limited (the “Company”) endeavours to apply best practices in relation to corporate governance requirements. As part of its efforts, the Company undertakes to regulate, preserve and manage unpublished price sensitive information and prevent its abuse in any manner whatsoever. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws, Regulations and Code of Conduct. C. Every Insider (as defined below) has a duty to safeguard the confidentiality of all such information obtained in the ordinary course of their business with the Company. In furtherance of the mandate under the SEBI Insider Trading Regulations and applicable provisions of the Companies Act, 2013, the Company hereby notifies this Code (“Code of Conduct”). D. This Code of Conduct is framed to achieve the above mentioned objectives and is to be followed by all Insiders. This Code of Conduct shall replace the existing codes i.e. Nirlon Limited’s Internal Code of Conduct for Prevention of Insider Trading, and shall operate in addition to the Insider Regulations. In the event of any inconsistency between the Insider Regulations and this
36
Embed
Nirlon Limited’s Internal Code of Conduct for Internal ...Nirlon Limited’s Internal Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Nirlon Limited’s Internal Code of Conduct for Internal
Procedures and to Regulate, Monitor and Report Trading by
Insiders
INTRODUCTION
A. The Securities and Exchange Board of India (“SEBI”), in its
endeavour to regulate and develop the securities market, and to
protect the interest of investors, has enacted SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended (“Insider
Regulations”). Insider Regulations establish the framework for
prohibition on insider trading in securities and prescribes all
listed companies to formulate internal code of conduct to comply
with the mandates under the Insider Regulations.
B. Nirlon Limited (the “Company”) endeavours to apply best
practices in relation to corporate governance requirements. As
part of its efforts, the Company undertakes to regulate, preserve
and manage unpublished price sensitive information and prevent
its abuse in any manner whatsoever. The Company is committed
to transparency and fairness in dealing with all stakeholders and
in ensuring adherence to all laws, Regulations and Code of
Conduct.
C. Every Insider (as defined below) has a duty to safeguard the
confidentiality of all such information obtained in the ordinary
course of their business with the Company. In furtherance of the
mandate under the SEBI Insider Trading Regulations and
applicable provisions of the Companies Act, 2013, the Company
hereby notifies this Code (“Code of Conduct”).
D. This Code of Conduct is framed to achieve the above mentioned
objectives and is to be followed by all Insiders. This Code of
Conduct shall replace the existing codes i.e. Nirlon Limited’s
Internal Code of Conduct for Prevention of Insider Trading, and
shall operate in addition to the Insider Regulations. In the event
of any inconsistency between the Insider Regulations and this
Code of Conduct, the provisions of the Insider Regulations shall
prevail.
1. Definitions
1.1 "Act" means the Securities and Exchange Board of India
Act, 1992;
1.2 "Board" means the Board of Directors of the Company;
1.3 "Code of Conduct" means Code of Conduct for Internal
Procedures and to Regulate, Monitor and Report Trading
by Insiders;
1.4 "Company" means Nirlon Limited;
1.5 "Compliance Officer" means Compliance Officer of the
Company as designated by the Board;
1.6 "Connected Persons" means any person who is or has
during the six (6) months prior to the concerned act been
associated with the Company, directly or indirectly, in
any capacity including by reason of frequent
communication with its officers or by being in any
contractual, fiduciary or employment relationship or by
being a director, officer or an employee of the Company or
holds any position including a professional or business
relationship between himself and the Company whether
temporary or permanent, that allows such person, directly
or indirectly, access to unpublished price sensitive
information or is reasonably expected to allow such
access.
Without prejudice to the generality of the above, following
persons shall be deemed to be connected persons unless
the contrary is established:
i. an immediate relative of connected persons
specified in clause (i); or
ii. a holding company or associate company or
subsidiary company; or
iii. an intermediary as specified in section 12 of the Act
or an employee or director thereof; or
iv. an investment company, trustee company, asset
management company or an employee or director
thereof; or
v. an official of a stock exchange or of clearing house
or corporation; or
vi. a member of board of trustees of a mutual fund or a
member of the board of directors of the asset
management company of a mutual fund or is an
employee thereof; or
vii. a member of the board of directors or an employee,
of a public financial institution as defined in section
2 (72) of the Companies Act, 2013; or
viii. an official or an employee of a self-regulatory
organization recognised or authorized by the Board;
or
ix. a banker of the Company; or
x. a concern, firm, trust, Hindu undivided family,
company or association of persons wherein a
director of the Company or his immediate relative or
banker of the Company, has more than ten percent
of the holding or interest.
1.7 Designated Persons:
i. All promoters and members of promoter group of
the Company;
ii. All the Directors of the Company and its
subsidiaries;
iii. Chief Executive Officer/Managing Director and
employees upto two levels below Chief Executive
Officer/ Managing Director of the Company and its
material subsidiaries irrespective of their functional
role in the company or ability to have access to
unpublished price sensitive information;
iv. Key managerial Personnel of the Company;
v. Employees of the Company and its material
subsidiaries designated on the basis of their
functional role or access to unpublished price
sensitive information;
vi. Any supporting staff of the Company such as IT
staff or any secretarial staff who may have access to
unpublished price sensitive information;
vii. Any other person as may be determined by the
Managing Director in consultation with the
Compliance Officer of the Company;
viii. Immediate relative of any of the persons identified
above.
1.8 "Generally available Information" means information
that is accessible to the public on a non-discriminatory
basis.
1.9 "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.
1.10 "Insider" means any person who is:
i. a Connected Person;
ii. in possession of or having access to unpublished
price sensitive information;
iii. a Designated Person; or
iv. any person in receipt of unpublished price sensitive
information pursuant to a Legitimate Purpose.
1.11 "Key Managerial Personnel" means:
i. the Executive Directors and Chief Executive Officer or the
managing director or the manager;
ii. the Company Secretary;
iii. the Chief Financial Officer; and
iv. such other officer as may be prescribed under the
Companies Act, 2013, from time to time.
1.12 "Legitimate purpose" shall include, but not be limited to,
sharing of unpublished price sensitive information (UPSI)
in the ordinary course of business by an Insider with
I, [Insert Name], [Insert Designation] of the [Insert Details] Nirlon
Limited ("Company") residing at [Insert Address],am desirous of dealing
in [Insert] shares of the Company as mentioned in my application dated
[Insert Date] for pre-clearance of *_
transaction.
number of the Shares
I further declare that I am not in possession of or otherwise privy
to any unpublished Price Sensitive Information (as defined in the
Company's Internal Code of Conduct for prevention of Insider Trading
(the Code) up to the time of signing this Undertaking.
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.
I declare that I have not executed any opposite transaction in past
six months and not contravened the provisions of the Code as notified
by the Company from time to time.
I undertake to submit the necessary report within 2 days of
execution of the transaction/ a 'Nil' report if the transaction is not
undertaken.
If approval is granted, I shall execute the deal within 7 days of the
receipt of approval failing which shall seek pre-clearance.
I declare that I have made full and true disclosure in the matter.
Signature: [Insert Signature]
Date: [Insert Date]
* Indicate number of shares
ANNEXURE 5
FORMAT FOR APPROVAL OF PRE- CLEARANCE
ORDER [DESIGNATED EMPLOYEE/DESIGNATED
PERSON]
Name: [Insert Name]
Designation: [Insert Designation]
Place: [Insert Place]
This is to inform you that your request for dealing in [Insert
number of shares] shares of the Company as mentioned in your
application dated [Insert Date] is approved. Please note that the
said transaction must be completed on or before [Insert Date] that
is within 7 days from today.
In case you do not execute the approved transaction /deal on
or before the aforesaid date this approval shall stand withdrawn
and you would have to seek fresh pre-clearance before executing
any transaction/deal in the securities of the Company. Further, you
are required to file the details of the executed transactions in the
attached format within 2 days from the date of transaction/deal. In
case the transaction is not undertaken 'Nil' report shall be
necessary.
Based on your undertaking it is understood that you have not
executed any opposite transaction in past six months and not
contravened the provisions of the Code as notified by the Company
from time to time.
Please note this approval can be withdrawn, if subsequently
the information provided by you in the application form or the
undertaking is found incorrect.
Yours faithfully,
For Nirlon Limited
Compliance Officer
Date:
Encl: Format for submission of details of transaction
ANNEXURE 6
(ONE TIME DISCLOSURE BY DESIGNATED PERSON) FORM FOR DISCLOSURE OF NAMES AND PERMANENT ACCOUNT NUMBER OR ANY OTHER IDENTIFIER AUTHORIZED BY LAW OF THE FOLLOWING PERSONS TO THE COMPANY ON AN ANNUAL BASIS AND AS AND WHEN INFORMATION CHANGES Annual Disclosure as of 1st April Name of the Designated Person PAN Number Contact address with Mobile/Land Line Number and DP ID and Client ID (Self) Names of Education Institutions from which the Designated Person has graduated
Names of Past Employers
A. Details of Immediate Relatives *
Relationship
Name
PAN or any other Identifier authorized by Law
Mobile Number / Land Line Number
DP ID and Client ID
Spouse
Child of the Designated Person or his spouse
Parents
Sibling
*Immediate relative mean 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;
B. Names of persons with whom such Designated Persons shares a material financial
relationship **
Relationship
Name
PAN or any other Identifier authorized by Law
Mobile Number / Land Line Number
DP ID and Client ID
**Material financial relationship mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.
Signature of Designated Person
Date:
Place:
Nirlon Limited’s Code for fair disclosure of unpublished price
sensitive information and policy for determination of legitimate purposes
This Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("Code") adopted by Nirlon
Limited pursuant to the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 in respect of fair
disclosure of Unpublished Price Sensitive Information relating to the
Company and/ or its securities. This Code shall come into force from
April 1, 2019.
1. Definitions
a. "Act" means the Securities and Exchange Board of India Act,
1992;
b. "Board" means the Board of Directors of the Company;
c. "Code" means Code of Conduct for Internal Procedures and to
Regulate, Monitor and Report Trading by Insiders;
d. "Company" means Nirlon Limited;
e. "Compliance Officer" means Compliance Officer of the Company as
designated by the Board;
f. "Unpublished price sensitive information” or “UPSI” means
any information, relating to the 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, delisting, disposals and
expansion of business and such other transactions;
v. changes in key managerial personnel;
vi. Such other significant information of the Company as may be
determined by the Chief Financial Officer and Compliance
Officer of the Company.
vii. Any other matter as may be prescribed by law, from time
to time.
Other terms not specifically defined here shall have the same
meaning as assigned under the Code of Conduct for prevention of
insider trading in securities of Nirlon Limited and the Insider
Regulations.
2. The Principles of Fair Disclosure adopted by Nirlon Limited
are as follows:
a. To promptly make public disclosure of unpublished price
sensitive information that would impact price discovery. Such
disclosures are to made no sooner than credible and concrete
information comes into being in order to make such information
generally available.
b. To make disclosures of unpublished price sensitive information,
as and when made, in a universal and uniform manner through
forums like widely circulated media and/ or through stock
exchanges where its equity shares are listed. Selective disclosure
of unpublished price sensitive information is to be avoided.
c. The Compliance Officer as the Chief Investor Relations Officer
shall deal with dissemination of information and disclosure of
unpublished price sensitive information.
d. To promptly disseminate unpublished price sensitive information
that gets disclosed selectively, inadvertently or otherwise if at all,
to make such information generally available.
e. To provide appropriate and fair response to queries on news
reports and requests for verification of market rumours by
regulatory authorities.
f. To ensure that information shared with analysts and research
personnel is not unpublished price sensitive information.
g. To publish proceedings of meetings with analysts and of other
investor relations conferences on its official website
www.nirlonltd.com to ensure official confirmation and