CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

AS AMENDED UPTO 12.1.2010

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, has been amended from time to time (hereinafter referred to as the 'Regulations') in terms of which the Company is required, inter alia, to frame a Code of Conduct for prevention of insider trading by employees of the Company, including the Directors, in relation to the securities of the Company. 'Securities' for the purpose of this Code shall include shares of the Company and related stock market derivatives.

 

In line with the said Regulations, the Company adopted Code of Conduct (hereinafter referred to as the 'Code') during the year 2002/03 prohibiting employees from dealing in shares of the company without obtaining the permission of Director & Secretaryand thereafter amended from time to time with the approval of the Board.

The code, as revised with effect from 12th January, 2010 is given below:

PROHIBITION TO BUY / SELL SECURITIES OF THE COMPANY BY EMPLOYEES, INCLUDING DIRECTORS

Employees, including Directors, when in possession of any unpublished price sensitive information, as defined in the Regulations, pertaining to the Company, shall not:

  • Buy / sell securities of the Company, either on their own behalf or on behalf of any other person.

  • Communicate, counsel or procure any unpublished price sensitive information to / from any person.

RESTRICTION TO BUY / SELL SECURITIES BY 'DESIGNATED EMPLOYEES AND / OR THEIR DEPENDANTS

The Designated Employees shall cover the following:

  • Directors, Executive and Non-Executive;

  • Managers at all Levels or its equivalent;

  • Employees in Finance and Secretarial functions located at the Factory / Corporate Headquarters; and

  • Statutory Auditors of the Company.

Designated Employees shall not enter into derivative transactions at any time with respect to the securities of the company.

Designated Employees 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.

Trading Window shall be closed during the following periods:

  1. Declaration of periodical financial results of the Company.

  2. From the date of circulation of the agenda for the meeting of the Board of Directors, in which any material, price sensitive and unpublished event, including the following, are proposed. The closure of the Trading Window for these events will be advised by the Compliance Officer appointed by the Board of Directors for the purpose of this Code:

  • Proposal in respect of issue of securities by way of public/ rights/ bonus etc.;

  • Proposal in respect of significant expansion plans or execution of new large projects;

  • Proposal in respect of amalgamation, mergers, takeovers;

  • Proposal in respect of disposal of whole or substantially the whole of the undertaking;

The Trading Window shall open 48 hours after close of the Board meeting at which decisions in respect of the above events are taken.

Designated Employees shall require prior clearance for purchase and sale of securities of the Company, exceeding 2000 shares in a financial year (either in one transaction or in a series of transactions). Such prior clearance shall be required from the Committee constituted by the Board comprising of two members namely, Mr. Shankaran, Director & Secretary and Mr. V.Sundaresan, VP (Finance). Purchase / sale of securities by the Committee members beyond the aforesaid limits shall require prior clearance from the Chairman. Purchase / sale transactions, for which prior clearance has been obtained by Designated Employees, shall be executed within seven days of such clearance.

Designated Employees shall hold the securities of the Company for a minimum period of 6 months from the date of purchase ('Minimum Holding Period'). In case of personal emergency, the prior approval of the Compliance Officer shall be taken for relaxation in the Minimum Holding Period. In respect of the Compliance Officer, such relaxation shall require prior approval of the Chairman.

DISCLOSURES

Designated Employees shall make the following disclosures of shares and other securities held in the Company by them and their Dependants, to the Compliance Officer:

  • Annual disclosure of number of shares and securities held as on 31st March each year, including details of purchase / sale of shares and other securities during the financial year. This disclosure shall be made within 30 days from the close of each financial year.

  • Changes in shareholding of Directors and Company Secretary and their Dependants, when such change exceeds Rs. 5 lakhs in value or 25,000 shares or 1% of the total shares of the Company, or such other limit as may be prescribed under the Regulations. This disclosure shall be made within 2 working days of such change to the Company and to the Stock Exchanges where the Company’s securities are listed.

Changes in shareholding of Designated Employees (other than Directors or Company Secretary), when such change exceeds 2,000 shares. This disclosure shall be made to the Company within 4 working days of such change.

  • Disclosure shall be required to be made to the Company by persons upon becoming Directors or Company Secretary within 2 working days in respect of–

  • their shareholding in the Company and that of their Dependants

  • their own and their Dependants’ position in derivatives with respect to the securities of the Company.

Disclosure shall also be required to be made to the Company by persons, upon becoming Designated Employees (other than Directors or Company Secretary), of the number of shares and other securities held in the Company, within 4 working days of becoming Designated Employees.

 

PENALTIES FOR CONTRAVENTION

Violation of this Code will invite severe disciplinary action. Such disciplinary action will be irrespective of action that may be taken by SEBI under the Regulations.

GENERAL

A copy of the Regulations is enclosed. Employees are advised to peruse the Regulations carefully and acquaint themselves with all the provisions contained therein. The Compliance Officer will be available for clarification / assistance that may be necessary

 

Place : Bangalore                                                                          By Order of the Board

Date: 12.01.2010                                                                                           K.Shankaran
                                                                                                          Director & Secretary

 

 

(INSIDER TRADING) MODIFIED REGULATIONS, 2008

AS AMENDED 12.1.2010

 

I. Short title and commencement:-

  1. These rules may be called TTK PRESTIGE Limited (Insider Trading) Rules, 2008.

  2. These rules are applicable to “Designated Employees” and their Dependent Relatives.

  3. These Rules shall come into force in the Company w.e.f 29.01.2008

 

II. DEFINITIONS:- In these rules, unless the context otherwise provide:-

“Act” means the Securities and Exchange Board of India Act, 1992.

“Board” means the Board of Directors of TTK Prestige Limited.

“Rules” means the TTK PRESTIGE LIMITED (INSIDER TRADING) RULES, 2008 and as amended from time to time.

“Committee” means the Company Secretary and other person not below the rank of General Manager to be appointed by the Board.

“Company” means TTK Prestige` Limited.

“Compliance Officer” means the Company Secretary or such other person who may be appointed by the Board of Directors as the Compliance Officer.

“Designated Employees” means All Directors, Managers at all levels, all employees in Finance and Secretarial Department, located at Factory / Corporate Headquarters, Statutory Auditors and any other employees and their dependents who are privy to any price sensitive information.

“Dependents” means Spouse, dependent parents, dependent Children, dependent in-laws, and any other person dependent on the Designated employee.

“Dealing in Shares” means an act of subscribing, buying, selling or agreeing to buy, sell or deal in any shares of the Company by any person either as principal or agents.

“Insider” means a 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 unpublished price sensitive information.

"Officer of a company" means any person as defined in clause (30) of section 2 of the Companies Act, 1956 (1 of 1956) including an auditor of the company

“Price Sensitive Information” means any information, which related directly or indirectly to the Company and if published, is likely to materially affect the price of shares of the Company and includes but shall not be restricted to:-

  1. Periodical Financial results of the Company

  2. Intended declaration of dividends (both interim and final)

  3. Issues of Shares or buy back of Shares

  4. Any major expansion plans or execution of new projects

  5. Amalgamation, mergers and takeovers

  6. Disposal of whole or substantially the whole of the undertaking.

  7. Any significant change in policies, plans or operations of the Company.

 

“Relative” means and includes spouse, parents, grand parents, children, brothers, sisters, aunts, uncles, nephews and in-laws.

“Published Information” means any information officially published by the Company or its authorised officers and including those information sent to the Stock Exchanges.

“Trading Window” means a period to be specified by the Company in which trading of securities can be done by the Designated Employee.

“Unpublished Information” means any information, which is not officially published by the Company or its agent and is not specific in nature. However speculative reports in print or electronic media by an analyst or reporter or by means of rumour shall not be considered as published information.

“Official Communication” means any communication made by an authorised person on behalf of the Company and must be recorded in writing.

 

III. Code of Conduct 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 on the basis of any unpublished price sensitive information which has not yet been officially communicated to the public or the Stock Exchanges.

  1. 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

  1. Counsel any other person to deal in shares of the Company on the basis of unpublished price sensitive information.

 

IV. Rules and Procedures for ‘Designated Employees’ their Dependent Relatives to Invest in Company’s Shares.

No designated employee, his dependent relatives shall invest in the Company’s shares beyond the threshold limit of 1000 shares (prescribed at present) unless:-

  1. He / she takes prior approval of the Committee giving his name, estimated number of shares he / she intends to purchase or sell and details of Depository Participant.

  1. He / she files an undertaking stating that:

    1. He / she does not have access to or has not received price sensitive information up to the time of signing the undertaking.

    2. In the event of receiving any price sensitive information after signing the undertaking but before execution of the transaction, he / she will inform the Compliance Officer of the change and will refrain from dealing in the shares of the Company till such information is made public.

    1. He / she has not contravened the code of conduct for prevention of Insider Trading.

    2. He / she has made a full and true disclosure in the matter.

  1. The Designated Employee must execute the order for purchase / sale of shares within one week of getting approval from the Compliance Officer otherwise fresh approval will be required.

  2. All Directors/Designated Employees who buy or sell any number of shares of the company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next 6 months following the prior transaction. All Directors/Officers/Designated Employees shall also not take positions in derivative transactions in the shares of the Company at any time.

  3. In case of sale necessitated by personal emergency, holding period of 6 months can be waived by the Compliance Officer, for reasons to be recorded in writing. In case of subscription in the primary market (IPO) the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted.

 

V. Permanent Records and Updation thereof on continuous basis.

  1. All Directors/Designated Employees shall disclose to the company in Form D the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings of such person and his dependents (as defined by the Company) from the last disclosure made and the change exceeds Rs. 5 lakhs in value or 25,000 shares or 1% or the total shareholding or voting rights whichever is lower.

  1. On an on-going basis all Directors/Designated Employees shall update the above information as on 31st March every year.

 

VI. Period of Trading for all Directors/Designated Employee (Trading Window):-

All Directors/Designated Employee can trade in shares after taking the approval at all times except:-

  1. Seven days before the Board Meetings in which the un-audited quarterly results / audited results are considered and 48 hours thereafter.

  2. Seven days before any matters relating to price sensitive information is considered and 48 hours thereafter.

  3. Any other period as notified by the Board of Directors.

 

VII. Powers of Board to investigate offences

In relation to any offences by Designated Employees the Board or committee constituted shall:-

  1. Serve a notice on the Designated Employee provided that, if the Committee is of the opinion that it is necessary in the interest of the Company, it can initiate such proceedings without serving any notice.

  2. Investigate such records and documents in his / her possession or in the possession of the Company.

  3. Record reasons of the Designated Employee in writing.

 

VIII. PENALTY FOR CONTRAVENTION

The Company shall have the power to impose the following penalty on the Designated Employees:-

  1. Withhold any dividend declared by the Board of the Company.

  2. Employees / Officers / Directors of the Company who violate the code of conduct shall also be subject to disciplinary action by the company which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.

  3. The Company shall also take such steps within its power to recover any profits made in respect of such dealings from the designated employee(s).

  4. The action by the company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992.

  5. In case it is observed by the company / compliance officer that there has been a violation of SEBI (Prohibition of Insider Trading), Regulations, 1992, SEBI shall be informed by the Company.

 

IX. POWER OF THE BOARD TO EFFECT MODIFICATIONS TO THESE RULES

The Board shall have the powers to make such changes / modifications in these Rules as may be required from time to time to make these Rules more effective and in line with such notifications / changes / amendments made by SEBI.

 

X. CAUTION

 All Designated Employees are hereby requested in their own interest not to purchase any shares in the Company beyond the threshold limit as mentioned in Rule IV para 1 without the prior clearance of the Compliance Officer. In case of any difficulty in understanding these Rules all Designated Employees should first contact the Company Secretary / Compliance Officer.