CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND CODE OF CORPORATE DISCLOSURE PRACTICES
[Pursuant to Regulation 12 (1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended]
Background:
“Insider Trading’ in general means an act of dealing in the securities of a Company based on some unpublished price sensitive information to which a person may be privy to. The Securities and Exchange Board of India (SEBI), has issued the SEBI (Prohibition of Insider Trading) Regulation, 1992 (“the Regulations”) by which Insider Trading has been prohibited in India.
The Regulations require the Listed Companies to set up an appropriate mechanism and to frame and enforce a policy of internal procedures and conduct so as to curb Insider Trading.
In compliance with the above requirements, Gold Rock Investments Limited framed an Insider Trading Policy and with a view to simplify the understanding and implementation of the Policy, the Company replaced the Insider Trading Policy with the revised Insider Trading Policy (hereinafter referred to as “Policy”) w. e. f. 28th January, 2006.
1. Objective
The Company endeavors to preserve the confidentiality of all un-published price sensitive information(s) and to prevent misuse of such information(s). The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
Every “Insider”, as defined in the SEBI Insider Trading Regulations, has a duty to safeguard the confidentiality of all such information(s) obtained in the course of his/her work at the Company or by virtue of his/her relationship with the Company. No Insider shall use his/her position to gain personal benefit or to provide benefit to any third party. Such persons are prohibited from communicating and/or counseling
Others with respect to the securities of the Company. Such persons should also refrain from profiteering by using the unpublished price sensitive information(s).
2.Definitions
(i) Officers:
- All the Directors including Managing Director/Whole Time Director of Gold Rock Investments Limited;
- Chief Executive Officer (CEO)/Chief Financial Officer (CFO) of Gold Rock Investments Limited;
- Company Secretary (CS) of Gold Rock Investments Limited; and
- Auditors of Gold Rock Investments
- (hereinafter collectively referred to as “the Officers”)
(ii) Designated Employees:
- All Employees in the Accounts & Finance and Secretarial department of Gold Rock Investments Limited;
- All Employees in other Departments/Divisions of Gold Rock Investments Limited from the level of Vice President & above;
- All employees who are attached to Directors/MD/CEO’s Office of Gold Rock Investments Limited; and
- Any other Employee(s) of other Departments/Divisions, who could be reasonably expected to have access to unpublished price sensitive information(s) relating to the Company, to be decided by the Chairman/Managing Director/ Compliance Officer, on a case-to-case basis (hereinafter collectively referred to as the “Designated Employees”)
Chairman/Managing Director/Compliance Officer can add/delete the persons in the list of designated employees from time to time.
- Dependents/Dependent Family Member (DFM) shall mean the spouse, dependent parents and dependent children or any relative (as defined below) who is financially dependent upon the Officer/ Designated
(iii) Price Sensitive Information:
Price sensitive information means any information, which relates directly or indirectly to a company and which if published, is likely to materially affect the price of securities of Company.
The following shall be deemed to be Price Sensitive Information (PSI)
- 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;
- any significant changes in policies, plans or operations of the The above is only illustrative list of PSI and not an exhaustive list.
(vi) Relative:
Relative means a person defined under section 6 of the Companies Act, 1956. Under Section 6 of the said Act:
“A person shall be deemed to be a relative of another if and only if they are members of an HUF; or they are husband and wife; or the one is related to another in the manner specified by Schedule IA”
Schedule IA lists out the following relatives:
- Father
- Mother (including step mother)
- Son (including step son)
- Son’s Wife
- Daughter (including step daughter)
- Father’s father
- Father’s mother
- Mother’s mother
- Mother’s father
- Son’s son
- Son’s son’s wife
- Son’s daughter
- Son’s daughter’s husband
- Daughter’s husband
- Daughter’s Son
- Daughter’s son’s wife
- Daughter’s daughter
- Daughter’s daughter’s husband
- Brother (including step brother)
- Brother’s wife
- Sister (including step sister)
- Sister’s husband
- “Unpublished” means information, which is not published by the Company or any of its agents and is not specific in
- “Company” means Gold Rock Investments Limited
3. Applicability of the Policy:
This Policy shall be applicable only to the Officers and Designated Employees of the Company and the dependent family members thereof.
The Policy is also applicable to the dependent family members of Officers and Designated Employees as defined in the Policy and these Officers and Designated Employees shall be responsible for adherence of this Policy by their dependent family members.
4. Compliance Officer
- The Company has appointed its Company Secretary as Compliance Officer (senior level employee) who shall report to Chairman/Managing Director/Whole Time Director/Chief Executive Officer of the
- The Compliance Officer shall be responsible for:
- Setting forth policies, framing rules and procedures;
- monitoring adherence to the rules for the preservation of “Price Sensitive Information”;
- pre-clearing of proposed trades of Officers and Designated Employees and their dependents and monitoring of trades after pre-clearance; and
- Implementation of this Policy under the overall supervision of the Board of Directors of the
- The Compliance Officer shall maintain record of the Officers and Designated Employees and any changes
- The Compliance Officer shall maintain records of all the Applications, Undertakings, Declarations submitted by Officers and Designated Employees and their dependents for a period of three years from the date of receipt of the document.
- The Compliance Officer shall assist all the employees in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Company’s Code of
- The Compliance Officer shall inform to the Board of Directors of the Company any violation of the SEBI (PIT) Regulations, 1992 and thereafter SEBI shall be informed of the said violation by the Chairman, Compliance Officer or any Director of the Company authorized by the Company.
5. Preservation of “Price Sensitive Information”
All Officers and Designated Employees of the Company shall:
- Maintain the confidentiality of all un-published Price Sensitive Information(s) and shall not pass on, directly or indirectly, such information to any person by way of making a recommendation for the purchase or sale of Shares of the Company or
- Keep secure all files/papers containing confidential un-published Price Sensitive Information(s). Computer files must have adequate security of login and password,
- handle the unpublished Price Sensitive Information(s) on a “need to know” basis,
i.e. such Information shall be disclosed only to those persons 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(s).
- Immediately report to the Chairman/Compliance Officer all non-public Price – Sensitive information directly received by him/her.
6. Restriction on trading in Shares of the Company
All Officers and Designated Employees of the Company and their dependents shall be subject to trading restrictions as enumerated below:
a) Trading window:
- The trading period, for trading in the Company’s securities, called as “trading window”, shall be closed during the time the information referred to in this para is unpublished.
- The Officers/ Designated Employees and their dependents shall not deal in any transaction involving the purchase or sale of shares of the Company during the periods when “Trading Window” (i.e. trading period).
- The Trading Window shall be closed from the time when the agenda for the Board meeting to be held has been finalized and dispatched to the Board members to consider the following proposal(s) or at the time the intimation of such meeting is send to the concerned Stock Exchange, whichever is earlier:
- Declaration of Financial results (quarterly, half-yearly and annually).
- Declaration of dividends (interim and final)
- Issue of securities by way of public/rights/bonus
- Any major expansion plans or execution of new
- Amalgamation, mergers, takeovers and buy-back.
- Disposal of whole or substantially whole of the
- Any changes in policies, plans or
- Such other information, as the Chairman/Managing Director/Whole Time Director/Compliance Officer may prescribe from time to
4. The Trading Window shall automatically get opened 24 hours (one day) after the information referred above in para (iii) is made.
5. All Officers/ Designated Employees of the Company and their dependents shall conduct all their dealings in the securities of the Company only in a valid Trading Window and shall not deal in any transaction involving the purchase or sale of the company’s securities during the periods when Trading Window is closed as referred above or during any other period as may be specified by the Chairman/Managing Director/Whole Time Director/Compliance Officer from time to time.
- In case of ESOPs, exercise of option may be allowed in the period when the Trading Window is However, sale of shares allotted on exercise of ESOPs shall not be allowed when Trading Window is closed.
b) Pre Clearance of Trades:
- All Officers/ designated employees and their dependents who intend to deal in the securities of the Company exceeding the minimum threshold limit of 25000 shares OR 5.00 lacs in transaction value, in a calendar month shall obtain pre- clearance of the transaction(s) from the Compliance Officer before entering into the transaction as per the pre-dealing procedure as described hereunder.
- An application shall be made in prescribed Form, attached as Annexure I, to the Compliance Officer indicating the estimated number of securities that the Officer Designated Employee intends to deal in.
The application shall contain, inter alia, the following information:
- Estimated number of shares intends to deal
- The details as to the depository with which he/she has a Demat
- Such other details as may be required by the Compliance Officer in this
- An undertaking executed in favour of the Company, forming part of the Application Form as mentioned hereinabove, shall incorporate, inter alia, the following clauses:
- That the Officer/Designated Employee does not have any access or has not received “Price Sensitive Information” up to the time of signing the undertaking
- That in case the Officer/ Designated Employee 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 fact and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes
- That he/she has not contravened the Code of Conduct for prevention of insider trading as notified by the Company / SEBI from time to
- That he/she has made a full and true disclosure in the
c) Other restrictions:
- Transaction must be executed within one week from the next day after the approval of pre-clearance obtained from the Compliance If transaction is not executed within one week, the Officer(s)/Designated Employee(s) must obtain pre-clearance for the intended transaction once again.
- All Officers/Designated Employees who buy or sell any number of shares of the Company shall not enter into an opposite transaction e. sell or buy any number of shares during the next six months following the prior transaction. All Officers/Designated Employees shall also not take positions in derivative
Transactions in the shares of the Company at any time.
- In case of subscription in the primary market, all Officers/ Designated Employees must hold their investments in securities of the Company for a minimum period of 30 the holding period would commence when the securities are actually allotted.
- In case sale of securities is necessitated by personal emergency, the holding period may be waived by the Compliance Officer after recording in writing his/her reasons in this
7. Reporting Requirements for transactions in securities
All Officers / Designated Employees shall submit the following statements showing details of holding of securities / transactions in the shares of the Company including that of dependent family members to the Compliance Officer and/or such other information as may be required from time to time:
- All holdings in securities of the Company at the time of joining the Company or within 60 days of implementation of this code of conduct in prescribed Form, attached as Annexure.
- Half yearly statement of any transactions in securities of the Company on 30thSeptember and 31st March, in every financial year within 15 days’ time from the end of each half year in the prescribed Form, attached as Annexure If there is nil transaction in a particular half year then this half yearly statement for that half year need not be submitted. If no half yearly statement/disclosure is received within 15 days as mentioned above, it shall be presumed as nil transaction during such half year period.
- Annual statement of all holdings/transactions in securities of the Company within 30 days of the close of Financial Year in prescribed Form, attached as Annexure.
- The Compliance Officer shall place before the Chairman/Managing Director/CEO on monthly basis all details of dealing in the securities by Officers/ designated employees and their dependents and accompanying documents that such persons had executed under pre-dealing procedures as envisaged in the Code.
8. Penalty for contravention of Code of Conduct
- Any Officer/ Designated Employee who trades in securities or communicates any information for trading in securities, in contravention of the Code of Conduct, may be penalised and appropriate action may be taken by the Officers/ Designated Employees who violate the Code of Conduct shall also be subject to disciplinary action by the Company, which may include wage/promotion freeze, suspension, ineligibility for future participation in employee stock option plans, or any other action as the Company deem fit.
- The action by the Company through Compliance Officer shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992 which may include:
– imprisonment or
– fine or both.
- All Officers/ designated employees and their dependents who intend to deal in the securities of the Company exceeding the minimum threshold limit of 25000 shares OR 5.00 lacs in transaction value, in a calendar month shall obtain pre- clearance of the transaction(s) from the Compliance Officer before entering into the transaction as per the pre-dealing procedure as described hereunder.
9. Trading by Compliance Officer
All restrictions on trading of securities of the Company shall also be applicable to the Compliance Officer. Compliance Officer shall seek pre-clearance, if applicable, from the Chairman/Managing Director/Whole Time Director.
Annexure I
APPLICATION FOR PRE-CLEARANCE OF TRANSACTION
The Compliance Officer Date:
Gold Rock Investments Limited
Mumbai
1. |
Approval seeking for |
: |
Self
Dependent Family Member (DFM) |
||
2. | Nature of proposed transaction | : | Purchase/ Sale | ||
3. | Number of securities proposed to be |
: |
|||
transacted | |||||
4. | Details of Identified Account | ||||
Name of Depository Participant | : | ||||
DP ID | : | ||||
Client ID/ Folio No. | : |
I have not made any opposite transaction within previous 6 months from the date of the proposedUndertaking:
- I have no access to nor do I have any information that could be construed as “Price Sensitive Information” as defined in the Policy upto 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 Policy, 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 have not contravened the provisions of the Insider Trading Policy as notified by the Company from time to time;
- I have made full and true disclosure in the
- I hereby undertake that I shall execute my order in respect of the securities of the Company within one week after the approval of the pre-clearance is If the order is not executed within stipulated time, I undertake to obtain pre- clearance for the transaction again.
Signature:
Signature: (On behalf of DFM as well, if seeking approval for DFM)
Name:
Designation:
Department: Empl code:
PCO No.
PRE-CLEARANCE ORDER
Date:
This is to inform you that your request for dealing in (No.) shares of the Company as mentioned in your above application is approved. Please note that the said transaction must be completed within 7 (seven) days from today i.e. on or before
[date].
Signature:
Compliance Officer
Note:
- Please provide all the Incomplete forms will not be accepted.
- Please ensure that you have not made any opposite transaction within previous 6
Annexure II
FORM FOR INITIAL DISCLOSURE OF DETAILS OF SHARES OF THE COMPANY HELD BY OFFICER/DESIGNATED EMPLOYEE [SELF]/ BY DEPENDENT FAMILY MEMBER [DFM]
The Compliance Officer
Gold Rock Investments Limited Mumbai
- DETAILS OF SECURITIES OF THE COMPANY HELD BY SELF
Date of Joining | No. of Shares held | Date of Acquisition
[Irrespective of mode] |
DP ID/ Client ID/ Folio No. | Complete Address with Telephone No. |
- DETAILS OF SECURITIES OF THE COMPANY HELD BY DEPENDENT FAMILY MEMBERS [DFM]
S.
No. |
Name & Address (if different) | Relationship with Officer/ Designated Employee | No. of Shares held | Date of Acquisition
[Irrespective of mode] |
DP ID/ Client ID/Folio No. |
I hereby declare that the security accounts/ folio numbers mentioned above are the only Identified Accounts belonging to me or my dependent family members and there are no other undeclared security accounts/ folio numbers.
I also undertake to furnish details of any changes in the above information within 48 hours of my knowledge, failure of which would attract penal provisions under the Policy.
Signature:
Name:
Signature: (On behalf of Dependent Family Members)
Designation: Date:
Department: Empl. Code:
Note: To be submitted within 60 days from date of implementation of the Policy or the date of joining the Company, whichever is later.
Use separate sheet if required. Information should be in above format only.
Annexure III
The Compliance Officer
Gold Rock Investments Limited Mumbai
HALF YEARLY DISCLOSURE
[Refer Point No. 7 (b) of Code on Disclosures and Internal Procedure for Prevention of Insider Trading]
Statement of shareholding of Officer/Designated Employees and their dependants for the half year ended ……………………….
Gold Rock Investments Limited
Name & Address of Officers, Designated Employee and/ or their dependants |
Shares/ voting rights held at the beginning of the half year |
Shares purchased during the half year along with their respective dates of purchase |
Date of intimation to company and Stock Exchange, as applicable |
Shares sold during the half year along with their respective dates of sale |
Date of intimation to company and Stock Exchange, as applicable |
Balance of shares held as at the end of the half year |
||||||
No. |
% |
No. |
% |
Date of purchase |
No. |
% |
Date of Sale |
No. |
% | |||
Signature:
Name:
Designation: Date:
Department: Empl. Code:
To be submitted within 15 days from the end of each Half year if there is
Note:
any change in the holding.
Use separate sheet if required. Information should be in above format only.
Annexure IV
The Compliance Officer
Gold Rock Investments Limited Mumbai
Annual Disclosures
[Refer Point No. 7 (c) of Code on Disclosures and Internal Procedure for Prevention of Insider Trading]
Statement of Shareholding of Officers/Designated Employees and their dependants for the year ended 31st March, ……………..
Name & Address of Officers/Designated Employee and/ or their dependants | Shares/ voting rights held at the beginning of the year | Shares purchased during the year | Shares sold during the year | Balance of shares held as at the end of the year | ||||
No. | % | No. | % | No. | % | No. | % | |
I/We further declare that the above disclosure is true and correct and is in accordance with the previous disclosures given to the Company.
Signature:
Name:
Designation: Date:
Department: Empl. Code:
Note: To be submitted within 30 days from the end of each Financial Year.
Use separate sheet if required. Information should be in above format only.
CODE OF CORPORATE DISCLOSURE PRACTICES FOR PREVENTION OF INSIDER TRADING
Corporate Disclosure Policy
To ensure timely and adequate disclosure of price sensitive information, the following norms shall be followed:—
Prompt disclosure of price sensitive information
- Price sensitive information shall be given to stock exchanges and disseminated on a continuous and immediate
- The Company may also consider ways of supplementing information released to stock exchanges by improving Investor access to their public
Overseeing and co-ordinating disclosure
- The Compliance Officer (i.e. Company Secretary) shall oversee Corporate
- The Compliance Officer shall be responsible for ensuring that the company complies with continuous disclosure Overseeing and co- ordinating disclosure of price sensitive information to stock exchanges, analysts, shareholders and media and educating staff on disclosure policies and procedure.
Responding to market rumours
- The Compliance Officer is responsible for responding to any queries or requests for verification of market rumours by
- The Chairman/Managing Director/Whole Time Director is empowered for deciding whether a public announcement is necessary for verifying or denying rumours and then making the
Timely Reporting of shareholdings/ownership and changes in therein
Disclosure of shareholdings/ownership by major shareholders and disclosure of changes in ownership as provided under any Regulations made under the Act and the listing agreement shall be made in a timely and adequate manner.
Disclosure/dissemination of Price Sensitive Information with special reference to Analysts, Institutional Investors
The Company should follow the guidelines given hereunder while dealing with analysts and institutional investors:—
- Only Public information to be provided – The Company shall provide only public information to the analyst/research persons/large investors like Alternatively, the information given to the analyst should be simultaneously made public at the earliest.
- Recording of discussion – In order to avoid misquoting or misrepresentation, it is desirable that at least two company representatives be present at meetings with Analysts, brokers or Institutional Investors and discussion should preferably be Handling of unanticipated questions – The Company should be careful when dealing with analysts’ questions that raise issues outside the intended scope of Unanticipated questions may be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding.
- Simultaneous release of Information – When a company organises meetings with analysts, the company shall make a press release or post relevant information on its website after every such The company may also consider live webcasting of analyst meets.
Medium of disclosure/dissemination
Disclosure/dissemination of information may be done through various media so as to achieve maximum reach and quick dissemination.
- The Company shall ensure that disclosure to stock exchanges is made
- The Company may also facilitate disclosure through the use of their dedicated Internet
- The Company’s website may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and
- The information filed by the Company with exchanges under continuous disclosure requirement may be made available on the company