INTRODUCTION
The Securities & Exchange Board of India (SEBI) has introduced SEBI (Insider Trading) Regulation, 1992 with the object to prohibit unfair trading of a Company's securities by insider on the basis of unpublished price sensitive information. This requires every listed Company to frame and enforce a code of conduct and internal procedures prescribing the disclosure of interest or holding of securities to be made by the Directors/Officers/Designated employees. In view of the above Regulation, a code under the name and style CENTURY EXTRUSIONS LIMITED – "CODE OF INSIDER TRADING RULE ” has been framed and further modified and noted by the Board of Directors at its meeting held on 24.10.2008.This Code shall be reviewed from time to time by the Board of Directors as per the company's policies and condition in the Capital in the Capital market, both Indian and International.
The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. Every director, officer, designated employee of the Company has a duty to safeguard the confidentiality of all such information obtained in the course of his or her work at the Company. To achieve these objectives, the Company hereby notifies that this code of conduct is to be followed by all directors, officers, designated employees and connected persons.
PART A - DEFINITIONS
INSIDER means any person who is/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with the Company or is deemed to have been connected with the company and who is reasonably expected to have access, to unpublished Price Sensitive Information in respect of securities of the company or who has received or has had access to such unpublished Price Sensitive Information. Accordingly, the following persons including their relatives (as defined under the Companies Act) are considered as INSIDER under the code:
| 1 | All Directors of CENTURY EXTRUSIONS LIMITED. |
| 2 | All Members of the Management Committee. All employee in the Grade of Manager (M3) or higher grade. |
| 3 | All Managers in the Grade of Asst. Manager (M1) and higher in Finance, Accounts and MIS Department |
| 4 | All Employees of Secretarial Dept. |
INSIDER TRADING – It is the buying or selling or dealing in the securities of the Company by INSIDER who are reasonably expected to have access to unpublished price sensitive information in respect of the affairs of the Company which has an impact on the market price of the securities.
SECURITIES - Shares, Debentures, Bond or any other Instruments with conversion option into Shares.
COMPANY – CENTURY EXTRUSIONS LIMITED .
ESOP - Employees Stock Option.
CONNECTED PERSONS means any person who
1.is a director of the Company or
2.an officer and employee of the Company
3.has a professional or business relationship with the company
DEEMED CONNECTED PERSONS means and includes:
| 1 | Any group Company, company under the same management or subsidiary of the Company |
| 2 | Dependent Family Members of Connected Persons |
| 3 | Bankers of the Company |
| 4 | Merchant Banker, Share Transfer Agent, Registrar to the Issue, Debenture Trustee, Broker, Portfolio Manager, investment Advisor, Sub-broker, or any employee thereof having a fiduciary relationship with the Company |
| 6 | Trustees of any Trust who are conferred with the 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 |
DEPENDENT FAMILY MEMBERS shall include dependent spouse, dependent children and dependent parents
PRICE SENSITIVE INFORMATION
- The following 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;
• Amalgamation, mergers or takeovers;
• Disposal of the whole or substantial part of the undertaking; and
• Significant changes in policies, plans or operations of the company.
• Commencement of any new commercial production or commercial operations where the contribution there from is likely to exceed 5% of the total turnover of the Company during that Financial Year
• Any other information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company.
UNPUBLISHED - Unpublished means information, which is not published by the company or its agents and is not specific in nature. Speculative reports in print or in electronic media shall not be considered as published information.
TRADING WINDOW
It denotes the time period during which the INSIDER can make dealing in the securities of the Company .
All directors and designated employees of the Company shall only trade in the securities of the Company during a valid Trading Window and shall not deal in any transaction during the period, when the Trading Window is closed.
As and when applicable, in case of ESOPs, exercise of option may be allowed in the period when the trading window is closed.
Trading Window shall be closed 1 week before the Board Meeting, which is convened to be held to consider any of the matters listed under the definition of “Price Sensitive Information' as above.
Prohibited Period': The period during which the Trading Window is closed i.e
| 1 | 1 week prior to the Board meeting date in which the Board of Directors are to consider any price sensitive information and ending after 24 hours from the time the Price Sensitive Information is made public. |
| 2 | Such other period as may be specified by the Compliance Officer from time to time in consultation with the Managing Director and/or the Chief Executive Officer |
Trading Window shall be opened 24 hours after the information referred above is made public.
In case of ESOP, option can be exercised during the period when the Window is closed. However, sale of securities allotted on exercise of ESOPs shall not be allowed when the Window is closed.
'Free Period' means any Period other than the Prohibited Period.
THRESHHOLD 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.
COMPLIANCE OFFICER (CO) - The Company Secretary of the Company shall be the Compliance officer who shall be responsible for compliance of the Code.
DUTIES OF COMPLIANCE OFFICER
| 1 | CO shall maintain a record of designated employees and any changes made to the list of Connected Persons. |
| 2 | CO may in consultation with the Managing Director and/or the Chief Executive Officer and shall as directed by the Board, specify the prohibited period from time to time. |
| 3 | CO 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 Code of Conduct under the overall supervision of the MD/CEO. |
| 4 | CO 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. |
| 5 | CO shall place before the MD/CEO on a quarterly 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. |
| 6 | CO shall from time to time inform the Stock Exchanges of any price sensitive information on immediate basis. |
| 7 | CO shall inform SEBI of any violation of SEBI (Prohibition of Insider Trading) Regulations, 1992 within 7 days of knowledge of violation. |
CODE OF CONDUCT –
No Insider shall:
Either on his own behalf or on behalf of any 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.
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
Counsel or procure any other person to deal in securities of the Company on the basis of unpublished price sensitive information.
Preservation of Price Sensitive Information (PSI)
• 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.
• 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 the duty and whose possession of such information will not give rise to conflict of interest or appearance of misuse of information.
• Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.
Pre-clearance of Trade
All Directors/Designated Employees/Officers intend to deal in securities of the Company above the ‘Threshold Limit' should pre-clear the transactions as per the pre-dealing procedure described hereunder.
Pre-Dealing Procedure
All applications for pre-clearance of trade may be made in Form –B 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 and such other details as may be required by any rule made by the Company in this behalf. Such designated employee, director, officer, incorporating interlaid, shall execute an undertaking in favour of the Company, the following clauses 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 Director, Officer, Designated employee, has access to or receives the “price sensitive information” after 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 | CO 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 Code of Conduct under the overall supervision of the MD/CEO. |
| 4 |
That he or she has made a full and true disclosure in the matter. The Compliance Officer shall on receiving an application provide the Director, Officer, Designated Employee with an acknowledgement on the duplicate of the application. The Compliance Officer shall grant approval within 2 days from the date of acknowledgement and shall retain copies of all applications and acknowledgements. 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. |
Other Restrictions
| 1 | All Directors , Officers and Designated Employees shall execute their 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, the Directors, officers and Designated Employees must get pre clearance of the transaction again. |
| 2 | All Directors, Officers and Designated Employees shall hold their investments 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 of personal emergency the 30 days holding period may be waived by the compliance Officer (application to be made in Form G) after recording in writing the reasons in this regard. |
| 3 | In case of the Compliance Officer intending to deal in the securities of the Company beyond the threshold limit the preclearance 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. |
REPORTING REQUIREMENTS FOR TRANSACTIONS IN SCURITIES
Initial Disclosures –
1. Any person who holds more than 5% shares or voting rights in the Company shall disclose to the Company in Form C, the No. of shares or voting rights held by such person, on becoming such holder within four working days of –
a) The receipts of Intimation of allotment of shares.
b) The acquisition of shares, as the case may be.
2. Every Director or Officer of the Company on being appointed as such shall disclose to the Company, in Form A, the number of shares or voting rights in the Company held by him and their dependent members within 4 working days of becoming a Director or Officer of the Company.
Continual Disclosures
1. Any person who holds more than 5% shares or voting rights in the Company shall disclose to the Company in Form F the No. of shares 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 made , and such change exceeds 2% of total shareholding or voting rights in the Company.
2. All Directors, Designated Employees and Officers shall disclose to the company annual statement of holding of shares in the Company in Form No. E held by him and his dependant family members. They shall also intimate any changes in shareholdings from the last disclosure made if the change exceeds Rs.5 lacs in value or 25000 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 purchases and sale of securities.
The above disclosure shall be made within four days of:
The receipts of Intimation of allotment of shares.
The acquisition of shares, as the case may be.
The disclosures under this Clause shall be sent to the Compliance Officer of the Company.
Quarterly/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 transactions including the holdings of dependent family members to the Compliance Officer:
1. All holdings in securities of the Company by Directors, Officers, Designated Employees at the time of joining the Company
2. Statement of any transactions in securities of the Company, whether pre-clearance of trade was obtained or not, on a quarterly basis within 15 days from the end of each quarter in Form D.
3. Annual statement of all holdings in securities of the Company in Form E as on 31 st March of each year, before April 30 of that year
Disclosure by the Company to Stock Exchanges
Within 5 days of the receipt of information, the Compliance Officer shall disclose to all Stock Exchanges on which the Company is listed, the information received.
Records of disclosures received by the Company
The Compliance Officer shall maintain records of all the declarations 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 Managing Director on a quarterly basis all the declarations of the above designated persons and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.
PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT
Any Designated employee, Officer or Director who trade in securities or communicate any price sensitive information or counsels any person trading in securities in contravention of the code, may be penalized and the Board of directors of the Company may take appropriate action.
Any Designated employee, Officer or Director who violate the code, may also be subject to disciplinary action by the Board of Directors of the Company, which may include salary freeze, suspension.
The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulation, 1992.
The Compliance Officer will inform the SEBI of any violation made by any Director, Officer or Designated employee within 7 days from the date of its detection/knowledge.