Code of conduct for prohibition of insider trading in securities of vintage securities limited - Download PDF
1. Introduction
This code will be known as ‘Vintage Securities Limited – Code of Conduct for Prohibition of Insider Trading', hereinafter referred to as the ‘Code'.
The code has been framed in order to comply with Chapter IV Regulation 12 of SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, hereinafter referred to as the ‘Regulation'. The code attempts to prohibit insider trading by the designated employees including the directors of the company in relation to the securities of the company traded at the stock exchanges of India and abroad. Securities mean the shares of the company and related stock market derivative.
2. Applicability
The code shall be applicable to the Directors/Designated employees of Vintage Securities Limited and their dependent family members including specified relatives.
3. Definitions
a) "Act" means the Securities and Exchange Board of India Act, 1992.
b) "Body Corporate" means a body corporate as defined under Section 2 of the Companies Act.
c) "Board of Directors" means the Board of Directors of the Company.
d) "Committee" means the Committee, if any, constituted by the Company for the implementation of these Regulations.
e) "Companies Act" means The Companies Act, 1956 (1 of 1956).
f) "Company" or "the Company" means Vintage Securities Limited.
g) "Compliance Officer" means the Company Secretary for the time being of the Company or the Officer appointed by the Board of Directors of the Company for the purpose of this Code and the Regulations.
h) "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 or agent.
i) "Dependent Family Members" shall include dependent spouse, dependent children and dependent parents.
j) "Designated Employees" shall mean
a) All Directors, Executive and Non-Executive;
b) All Presidents, Vice Presidents and Asst. Vice Presidents and General Mangers;
c) All employees of Corporate Affairs, Secretarial, Finance & Accounts Department at
Corporate/Registered Office; and
d) Other employees as designated by the Board of Directors from time to time to whom
the trading restrictions shall be applicable.
k) "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 reasonably expected to have access to unpublished price sensitive information in respect of securities of the Company or who has received or has had access to such unpublished price sensitive information.
l) "Officer of the Company" means any person as defined in Clause (30) of Section 2 of the Companies Act, including the Auditors of the Company.
m) “ No Trading Period”: The period beginning:-
a) From 1st day of the month in which Board meeting for considering quarterly/annual accounts is held and upto the end of the 2nd day from the date of Board meeting; or
b) From time of notice of Board meeting in which a price sensitive information is to be considered and upto the end of the 2nd day from the Board meeting.
n) "Price Sensitive Information" means any 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:-
o) "Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended.
(p) "Relatives"
The following will be treated as Relatives of Directors /Officers/ Designated Employees:
a) Husband
b) Wife
c) Father
d) Mother (including step-mother)
e) Son (including step-son)
f) Son's wife
g) Daughter (including step-daughter)
h) Father's father
i) Father's mother
j) Mother's mother
k) Mother's father
l) Son's son
m) Son's son's wife
n) Son's daughter
o) Son's daughter's husband
p) Daughter's husband
q) Daughter's son
r) Daughter's son's wife
s) Daughter's daughter
t) Daughter's daughter's husband
u) Brother (including step-brother)
v) Brother's wife
w) Sister (including step-sister)
x) Sister's husband
q) "Securities" means Equity (Ordinary) Shares and all other securities of the Company issued and/or to be issued from time to time and listed /to be listed on the Stock Exchange(s).
r) "Stock Exchange" means a stock exchange which is recognised by the Central Government or SEBI under Section 4 of Securities Contracts (Regulation) Act, 1956.
s) "Threshold Limit" means the minimum number of securities as decided by the Board of Directors of the Company from time to time. Until otherwise resolved by the Board, 5000 equity shares for Members of the Board and 2500 equity shares for Officers and other Designated Employees shall be the Threshold Limit.
t) "Trading Window" - means a trading period for trading in the Company's Securities as specified by the Company from time to time. All days shall be the Trading Period except those days specified in Clause 8 hereunder.
u) "Unpublished Information" means information which is not published by the Company or its Agents and is not specific in nature.
Explanation -
Speculative Reports in print or electronic media shall not be considered as Published Information.
4. Implementation of the Code
i) The code shall be implemented with effect from 28.10.2002
ii) The code has been adopted by the Board of Directors by the resolution number 5 at their meeting held on 28.10.2002.
iii) The code shall be reviewed from time to time by the Board of directors as per the company's policies and condition in the Capital market, both Indian and International.
5. Compliance Officer
The Board has appointed the Company Secretary to act as the Compliance Officer for the purpose of this code.
6. Functions, Duties, Responsibilities of the Compliance Officer
The Compliance Officer shall be subject to the supervision of the Board of Directors. The person shall be responsible for:
• Setting forth policies, procedures, monitoring adherence to the Rules for the preservation of Price Sensitive Information, Pre-clearance of Trades of Directors, Officers and Designated Employees and their Dependent Family Members including specified relatives and monitoring of trades and implementation of this Code.
• Maintaining the record of the Directors, Officers, Designated Employees and specified relatives and incorporate changes from time to time.
• Assisting all employees in addressing any clarifications in the Regulations or this Code.
• Ensuring that all Directors, Officers, Designated Employees, including their relatives shall conduct their dealings only when the Trading Window is open.
• Ensuring that all Directors, Officers, Designated Employees and specified relatives furnish the details of transactions in the securities of the Company as stated in Clause 7 in the prescribed form and maintain a record of all the intimation received for a period of at least three years.
• Maintaining records of all declarations as stated in Clause 7 in the prescribed form and to place the same before the Managing Director on a monthly basis.
• Obtaining initial and continual disclosures from Directors, Officers and Designated Employees, major shareholders and to give information in respect of the disclosures made to all the Stock Exchanges where the securities are listed, within five working days of receipt.
7. Preservation of Price Sensitive Information (PSI)
a) Directors/Officers/Designated Employees shall maintain the confidentiality of all Price Sensitive Information. They shall, while in possession of any Price Sensitive Information, neither deal in the securities of the Company on the basis of Price Sensitive Information nor pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.
b) Price Sensitive Information is to be handled on a "need to know" basis. It should be disclosed only to those within the Company who need the information to discharge their duty.
c) Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc.
8. Trading Window
All Directors, Officers and Designated Employees of the Company shall be subject to trading restrictions in the following manner -
Trading Window
(i) All Directors, Officers, Designated Employees including their relatives shall trade in the Company's securities only during the period specified by the Company from time to time.
The "Trading Window” shall be closed during the time the information referred to hereunder is unpublished. When the "Trading Window” is closed, the Directors, Officers and Designated Employees shall not trade in the securities of the Company during that period.
ii) The "Trading Window” shall, inter-alia, be closed -
a) Intended declaration of dividends (Interim and / or Final);
b) Issue of Securities or Buy-back of Securities;
c) Any major expansion plans or execution of new projects;
d) Amalgamation, merger or takeover;
e) Disposal of the whole or substantially the whole of the undertaking;
f) Any significant changes in policies, plans or operations of the Company
having material impact on the financials of the Company.
iii) The Trading Window shall be opened 24 hours after the information is made public.
iv) No Director, Officer or Designated Employee shall conduct any dealing in the securities of the Company during the closure of the Trading window. In case of ESOPs (Employee Stock Option Plan), exercise of option may be allowed during the period when the Trading Window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when Trading Window is closed.
9. Pre Clearance of Trade
All Directors, Officers and Designated Employees of the Company intending to deal in the securities of the Company upto the Threshold Limit fixed, as defined and provided hereinbefore, may do so without any pre-clearance from the Compliance Officer.
In all other cases, they should pre-clear the transactions as per the pre-dealing procedure as provided hereunder:
a) Make an application in the prescribed Form E annexed hereto, to the Compliance officer indicating the estimated number of securities that he/she intends to deal in, the details as to the depository(ies) with which he/she maintains a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the Company in this behalf.
b) He / She shall execute an undertaking in favour of the Company incorporating, therein, inter alia, the following clauses, as may be applicable:
i) that he/she does not have any access or has not received Price Sensitive
Information upto the time of signing the undertaking ;
ii) that in case he/she has access to or receives Price Sensitive Information after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his/her position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public;
iii) that he/she has not contravened any provisions of this Code, as may be notified by the Company from time to time;
iv) that he/she has made a full and true disclosure in the said matter.
c) The Directors/Designated Employees shall execute their transactions in respect of securities of the Company within one week after the approval of pre-clearance is given failing which the transaction has to be pre-cleared again. They shall hold their investments in securities for a minimum period of 30 days from the date of purchase/actual allotment. In case of personal emergency the 30 days holding period may be waived by the Compliance Officer (application to made in Form F) after recording in writing the reasons in this regard.
In case of the Compliance Officer intending to deal in the securities of the Company beyond the threshold limit the pre clearance of the Managing Director will have to be obtained. Similarly in case of personal emergency Compliance Officer may obtain the waiver from the Managing Director with regard to complying the minimum period of holding investments for 30 days.
10. Prohibition to buy/sell securities of the company by the Designated employees/Dependent family members/relatives of the designated employees
Designated Employees when in possession of any unpublished price sensitive information pertaining to the Company shall not:
1. Buy/sell securities of the Company, either on their own behalf or on behalf of any other person.
2. Communicate, counsel or procure any unpublished price sensitive information to/from any person.
11. Restriction to buy/sell securities by Designated employeesDependent family members or Relatives of Designated employees
Designated Employees and Directors 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.
The trading window for following events shall be advised by the Compliance officer appointed by the Board for the purpose of this Code:
1. Declaration of financial results (quarterly, half yearly and annual);
2. Proposal in respect of issue of securities by way of public/ rights/bonus etc.;
3. Proposal in respect of significant expansion plans or execution of new projects;
4. Proposal in respect of amalgamation, mergers, takeovers and buyback;
5. Proposal in respect of disposal of whole or substantially the whole of the undertaking;
6. Declaration of Dividends (Interim and Final);
7. Any change in Policies, plans or operations of the Company; and
8. Any other information which can be considered to be price sensitive
The trading window will be closed from the date of circulation of agenda of board meeting among the Board of Directors.
The Trading Window shall be opened after passing of 24 hours of conclusion of Board Meeting in which the Financial Results as above are approved.
All Securities acquired by Designated Employees must be held for a minimum period of 30 days. However, in circumstances of personal emergency, an application may be made to the Compliance Officer requesting for a waiver of the holding period, explaining reasons for the same. The application for permission to sell securities within 30 days of Purchase shall be made to compliance Officer of Company in format specified in Form F of the Code. The Compliance Officer, on being satisfied of the reasons may grant a waiver from this condition.
Designated Employees are required to obtain the pre-clearance of the proposed acquisition/purchase/sale transactions by themselves or through their dependent family members as per the procedure described hereunder if the said transaction of the securities of Company is in excess of 500 in number or Rupees Two Lac in market value, whichever is lower, in transaction(s) in a single day. The application for pre-clearance shall be made to compliance officer of Company in format specified in Form G of the Code.
The Compliance Officer will scrutinize the application within 2 working days of submission and communicate the approval/ refusal to the applicant. The decision of the Compliance Officer in this regard will be final. In the absence of the Compliance Officer, the pre-clearance application will be decided upon by the Managing Director.
The pre-clearance approval shall be valid only for one week from the date of communication and shall lapse thereafter. If the transaction is not consummated within one week from the approval date, the Employee/ Director will be required to follow the process of pre clearance again.
The requirements of pre - clearance of a proposed transaction shall not apply in the following cases:
1. In the event of participation of a public event i.e a rights or a bonus issue.
2. In the case of any acquisition of shares through transmission or inheritance, or like mode.
3. By way of any court settlement or award thereof.
12. Disclosures
A. By Directors and Designated Employees
All Directors, Officers and Designated Employees shall forward the following details of their securities, including that of their Dependant Family Members, to the Compliance Officer in Form A annexed hereto.
Details of securities of the Company held:
a) at the time of joining of the Company &
b) by new Directors, Officers and Designated Employees within four working days of becoming Directors, Officers and Designated Employees.
In addition to the above, they shall also furnish to the Compliance Officer the following:
a) Monthly statement of transactions in securities of the Company in Form B annexed hereto. If there is no transaction in a particular month, Nil statement need not be submitted.
b) Annual statement of all their holdings in securities of the Company to be submitted within 30 days of the close of each Financial Year in Form C annexed hereto.
Any change in shareholding or voting rights, if there is a change in such holdings from the last disclosure made and the said change exceeds Rs. 5,00,000/- in value or 25,000 shares or 1% of the total share holding or voting rights, whichever is lower. Such changes in shareholding or voting rights, to be disclosed to the Company within four working days or such other time limit as may be specified in Form D annexed hereto.
B. By Other major shareholders
Any person holding more than 5% shares / voting rights in the Company shall disclose the number of shares or voting rights held within four working days of receipt of intimation of allotment of shares or the acquisition of shares.
Any person who holds more than 5 % shares or voting rights in the Company shall disclose to the Company the number of shares or voting rights held and change in the shareholding or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below 5 %, if there has been change in such holdings from the last disclosure and such change exceeds 2 % of total shareholding or voting rights in the Company.
13. Rules for preservation of Price Sensitive Information ( PSI)
The general rules for dealing with the price sensitive information are as follows :-
i) The information which is to be treated as price sensitive should be identified by the Board of Directors as such.
ii) The aforesaid information should be shared only on a need to know basis.
iii) If such information is comprised in one or more documents, then the original documents should be kept under the custody of the Compliance Officer and the copy with the departmental head.
iv) No photocopies of the aforesaid documents may be taken without the prior written approval of the Compliance Officer.
v) The word "Confidential" must be written in bold letters across the first page of the said document.
vi) Employees/Directors shall maintain the confidentiality of all price sensitive information and shall not pass on such information to any person directly or indirectly by making a recommendation for the purchase or sale of shares.
vii) Unpublished 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 the information.
viii) All non-public information directly received by any employee should immediately be reported to the head of the department who should forward it to the Compliance Officer.
ix) Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.
14. Duties of Insider
An Insider shall comply with the following rules:
i) Not to deal in the securities of the Company, while in possession/having knowledge of price sensitive information or during the no trading period;
ii) Not to advise any person to deal or not to deal in the securities of the company, on the basis of any unpublished price sensitive information.
iii) Not to enter into any speculative dealing (e.g. intra day dealing of shares) with respect to the company securities.
iv) To maintain confidentiality and not to disseminate / disclose the unpublished price sensitive information except strictly as required in performance of the duties or in compliance with any law for the time being in force;
v) To deal in the securities of the Company only when the trading window is open and after obtaining the requisite pre clearance approval and to ensure that the dependent family members do not deal in the Company securities except in compliance with the Code;
vi) To designate only one demat and trading account and not use multiple accounts for dealing in the Company securities and also ensure that dependent family members do not use multiple accounts for dealing in the Company securities;
vii) To procure confidentiality undertaking before sharing any unpublished price sensitive information with any third party;
viii) To intimate the Compliance Officer about any change in demat account, contact details pertaining to himself or his relative;
ix) Inform forthwith to the Compliance Officer about any violation / non compliance of the Code;
x) Provide such information as may be required by the Board of Directors, Shareholders/Investors Grievances Committee or Compliance Officer or departmental head , from time to time;
15. Penalty
i) Any Insider who violates any of the provisions of this Code of Conduct is liable for the disciplinary action as per this Code. Any violation of the Code by an Insider will attract the following penalty:
a. First time default : In case of first unintended default, Insider shall immediately intimate the violation to the Compliance Officer. Compliance Officer on being satisfied on the facts of the case, shall issue a warning letter and no penalty shall be imposed. However, if the Insider fails to intimate to the Compliance Officer within 5 days of violation then the penalty for first willful default will be imposed.
In case of first willful default, a penalty equal to the 100% of the profits made by such person will be imposed. In case of an employee such penalty shall be deducted from the salary of such employee.
b. Second and subsequent default : a penalty equal to such amount as may be decided by the Board of Directors.
ii) In case the Compliance Officer identifies that the any insider has dealt in the securities of the Company, in violation of the provisions of this Code, the Compliance Officer shall after completing the enquiry and confirming the default, inform SEBI of the same.
16. Inquiry
i) Where on the basis of the records available or the information received, Compliance Officer finds or has a reason to believe that any employee or officer of the company has violated the provisions of this Code, than such person may be required to furnish documents/evidences to prove the compliance of the Code by him.
ii) If on the receipt of the documents/evidences, Compliance Officer is satisfied that there is no non compliance of the Code then no penal action would taken against him. However, in case of non compliance of the Code, appropriate penal actions as decided by the Board of Directors would be taken against such person.
iii) In case the proper documents/information is not submitted by the insider, within the time limit as prescribed by the Compliance Officer then the Compliance Officer and HR-Head shall jointly undertake an inquiry.
iv) To undertake the inquiry, the Compliance Officer and HR-Head may appoint one or more competent person (hereinafter referred to as authorized representative). While undertaking the inquiry, the authorized representative may take such actions as may be required including checking the transaction of the insider with the brokerage firm/relevant agencies or authorities. The inquiry should be completed with in 15 days. Authorized representative will submit his report to the Compliance Officer with in 5 days of the completion of the inquiry.
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