Orient Paper & Industries Limited   
  
 
 

  
 
CODE OF CONDUCT

Approved version of the Code of Conduct as approved in the Board Meeting of 27th January, 2009

CODE OF INTERNAL PROCEDURE & CONDUCT AND CODE OF CORPORATE DISCLOSURE PRACTICES AS ENVISAGED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 AS AMENDED BY THE NOTIFICATION DATED 20TH FEBRUARY, 2002
 
1.

This Code of Conduct will be known as "ORIENT PAPER & INDUSTRIES LIMITED CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING" (Code) made pursuant to Regulation-12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended.
  
PART - 1
  
Code of internal procedure and conduct for Directors/Officers/Designated Employees
  
2. Definitions
 
A. As per the Regulations-
(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992) (hereinafter referred to as "Board" or "SEBI")
(b)

"body corporate" means a body corporate as defined under section 2 of the Companies Act, 1956 (1 of 1956)
(c) "connected person" means any person who-
(i) is a director, as defined in clause (13) of section 2 of the Companies Act, 1956 (1 of 1956) of the company, or is deemed to be a director of the company by virtue of sub-clause (10) of section 307 of that Act; or
(ii)

occupies the position as an officer or an employee of the Company or holds a position involving a professional or business relationship between himself and the Company whether temporary or permanent and who may reasonably be expected to have an access to unpublished price sensitive information in relation to the Company;

Explanation:- For the purpose of clause (c) the words "connected person" shall mean any person who is a connected person six months prior to an act of insider trading. 
(d)

"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;
(e)

"insider" means any person who,
(i)

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with the company or is deemed to have been connected with the Company and who is reasonably expected to have access to unpublished price sensitive information in respect of securities of the company, or
(ii)

has received or has had access to such unpublished price sensitive information;
(f)

"investigating authority" means any officer of the Board or any other person, not being a firm, body corporate or an association of persons, having experience in dealing with the problems relating to the securities market and who is authorized by the Board under Chapter III; 
(g)

"officer of a company" means any person as defined in sub-section (30) of section 2 of the Companies Act, 1956 including an auditor of the company;
 
Sub-section (30) of section 2 of the Companies Act, 1956 defines an "Officer" as including any Director, Manager or Secretary or any person in accordance with whose directions or instructions, the Board of Directors, or any one of more of the Directors is or are accustomed to act.
(h)

Person is deemed to be a connected person if such person-
(i)

is a company under the same management or group, or any subsidiary company thereof within the meaning of sub-section (1B) of section 370, or sub-section (11) of section 372, of the Companies Act, 1956 (1 of 1956) or sub-clause (g) of section 2 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), as the case may be; or
(ii)

is an intermediary as specified in Section 12 of the Act, Investment Company, Trustee Company, Asset Management Company or an employee or director thereof or an official of a Stock Exchange or of Clearing House or Corporation; or
(iii) is a merchant banker, share transfer agent, registrar to an issue, debenture trustee, broker, portfolio manager, investment Advisor, sub-broker, Investment Company or an employee thereof, or, is a member of the 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 who has a fiduciary relationship with the Company; or
(iv) is a member of the Board of Directors, or an employee, of a public financial institution as defined in section 4A of the Companies Act, 1956; or
(v) is an official or an employee of a self regulatory organization recognized or authorized by the Board of a regulatory body; or
(vi) is a relative of any of the above mentioned persons; or
(vii) is a banker of the Company; or
(viii) is a relative of the connected person as defined under Clause 2 (A)(c) above; or
(ix) is a concern, firm, trust, Hindu Undivided Family, company or association of persons wherein any of the connected persons mentioned in sub-clause (i) of clause (c), of this Code or any of the persons mentioned in sub-clause (vi), (vii) or (viii) of this clause have more than 10 per cent of the holding or interest;
(h.a) "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 the company; 
Explanation - The following shall be deemed to be price sensitive information:-
(i) Periodical financial results of the Company;
(ii) Intended declaration of dividends (both interim and final);
(iii) Issue of securities or buy-back of securities;
(iv) Any major expansion plans or execution of new projects;
(v) Amalgamation or mergers or takeovers;
(vi) Disposal of the whole or substantial part of the undertaking; and
(vii) Any significant changes in policies, plans or operations of the Company;

 

(i)

"relative" means a person, as defined in section 6 of the Companies Act, 1956 (1 of 1956);
Explanation - According to Section 6 of the Companies Act, 1956 the following are considered as relative:-
1 Father
2 Mother (including step-mother)
3 Son (including step-son)
4 Son's wife
5 Daughter (including step-daughter)
6 Father's father
7 Father's mother
8 Mother's mother
9 Mother's father
10 Sons' son
11 Son's son's wife
12 Son's daughter
13 Son's daughter's husband
14 Daughter's husband
15 Daughter's son
16 Daughter's son's wife
17 Daughter's daughter
18 Daughter's daughter's husband
19 Brother (including step-brother)
20 Brother's wife
21 Sister (including step-sister)
22 Sister's husband
23 Spouse
24 Any other member of Hindu Undivided family
(j) "Stock Exchange" means a stock exchange which is recognised by the Central Government or SEBI under section 4 of Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(k)
"Unpublished" 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. 
  
B. For the purpose of this Code -
(a)

"Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended.
(b)

"Company" - means Orient Paper & Industries Limited.
(c)

"Board of Directors" means the Board of Directors of the Orient Paper & Industries Limited.

(d)

"Compliance Officer" means the Officer appointed by the Board of Directors of the Company for the purpose of this Code from time to time.
(e)

"Designated Employees" mean General Manager and above rank of employees of each Division/Department of the Company and such other employees who may be so designated from time to time by the Compliance Officer for the purpose of this Code and who may be able to have access to any price sensitive information as defined in the Regulations.

(f)

"Dependents and/or dependent family members" -
The following will be treated as dependents or dependent family members of Directors/ Officers/ Designated Employees (Pursuant to Clause 5.1 of Schedule I of the Regulations):-
(a) Self & Spouse
(b) Dependent Children
(c) Dependent Parents
(d)  Dependent Brothers and Sisters.
(g)

"Trading Window" means trading period for dealing in Company's Securities as specified by the Company.
(h)

"Securities" means Equity (Ordinary) Shares or such other security of the Company having voting rights.
3

Mr. Pradeep Kumar Sonthalia President (Finance) & CFO of the Company will be the Compliance Officer for the purpose of this code for the time being.
4 This code will be applicable to Directors/Officers/Designated employees and their relatives as defined herein.
5 Restrictions on Directors/Officers/ Designated Employees -
(i)

No Director/Officer/Designated Employee shall pass on any price sensitive information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.
(ii)

No Director/Officer/Designated Employee shall communicate any unpublished price sensitive information to any person except 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.
(iii)

No Director/Officer/Designated Employee shall communicate or counsel any un-published price sensitive information to any person and who while in possession of such unpublished price sensitive information shall not deal in the securities of the Company.
(iv) Directors/Officers/Designated Employees shall not use Price sensitive information to buy or sell the securities of the Company whether for their own account or their relative's account.
6 Requirements
(i)

All Directors/Officers/Designated Employees will have to forward the following details of their securities transactions including the statement of their dependent family members (as defined in this Code) to the Compliance Officer:-
 
(a)

Details of securities held in the Company by the person concerned at the time of joining and others within a period of One Month from the date when this Code is enforced.
(b)

Monthly Statement of transactions in securities of the Company where total transactions in a Calendar month exceeds 25000 shares in the case of Directors and 10000 shares in case of others.

In case of transactions below the said threshold limit in a particular month, no statement is required to be submitted.
(c)

Annual Statement of holdings in the Securities of the Company within 30 days of the Close of Financial Year.
(ii)

The Compliance Officer shall place before the Managing Director, on a monthly basis if there are reportable transactions all the details of the dealing in the securities by employees/director/officer of the company and their dependent family members and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code. The Compliance Officer will also make a report to the Board of Directors at meetings of the Board provided there are reportable transactions.
(iii) All Directors/Officers/Designated Employees will have to keep the files containing confidential information relating to price sensitive information fully secured. Computer files must be kept with adequate security of login and password etc.
(iv) The Compliance Officer 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 the code of conduct under the overall supervision of the Board of the Directors of the company.
(v) The Compliance Officer shall maintain a record of the designated employees and any changes made in the list of designated employees.
(vi) 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 conduct.
(vii) The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the directors/officers/designated employees for a minimum period of three years.
 
7 Procedure and restriction for trading in the Securities of the Company: -
The Director/Officer/Designated Employees and their dependents shall be subject to trading restrictions in the following manner: -
(A) Trading Window

The Trading Window will be closed before 15 days of the happening of the following events and shall remain closed up to a day after the publication of the price sensitive information. 
 
(a) Declaration of Financial Results (Quarterly, Half Yearly and Annual)
(b) Declaration of Dividends (interim and final)
(c)  Issue of Securities by way of public/rights/bonus issue etc.
(d) Any major expansion plan or execution of new projects
(e) Amalgamation, mergers, takeovers and buy back.
(f)  Disposal of whole or substantially the whole of the undertaking
(g)  Any changes in policies, plans or operations of the Company
Trading window may be further closed by the Company during such time in addition to the above period as it may deem fit from time to time.
(B) Restriction on Trading -
No Director/Officer/Designated Employee and their dependents shall conduct any dealing in the securities of the Company during the closure of the Trading Window.
(C) Pre-clearance of Trades when Trading Window is open: 
All Directors/Officers/Designated Employees of the Company and their dependents intending to deal in the securities of the Company up to the limit fixed by the Board (25000 shares for Directors and 10000 shares for others in one calendar month) may do so without any clearance from the Compliance Officer. In other cases, they should follow the following procedure:-
(1) Make an application to the Compliance Officer in the prescribed Form (as per draft enclosed) for pre-clearance of the transaction after the same exceeds the above threshold limit.
(2)  Only after receiving the clearance, the transaction can be carried out.
The execution of the order in respect of the security of the Company will have to be completed within one week of approval of pre-clearance failing which it will be required to be cleared again.
(3) All Directors/Officers/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 six 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.
(4)  In the case of subscription in the primary market (initial public offers), 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.
(5)  In case the 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 regard.
 
PENALTY:
8 Directors/Officers/Designated Employees who trade in securities or communicate any information for trading in securities in contravention of the Code of Conduct prescribed by the Company may be penalised and appropriate action may be taken against them by the Company after giving reasonable opportunity to them to explain their stand in the matter. They shall also be subject to disciplinary action including wage freeze, suspension, in-eligibility for future participation in ESOPs. (Employees Stock Option Plans) etc.
9 In addition to the action taken by the Company the persons violating these Regulations will also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform the SEBI about the matter. 
10 The Board of Directors of the Company shall have power to suitably modify or replace this Code in part or full as may be thought fit by them from time to time.
PART II
Code of Corporate disclosure practices for prevention of Insider Trading:
11 Following norms shall be followed by the Company to ensure timely and adequate disclosure of price sensitive information:-
(a) Prompt disclosure of price sensitive information to Stock Exchanges on immediate basis and continual basis.
(b) Improvements in investor access to public announcements in addition to release of information to Stock Exchanges.
(c)  Company has designated the Compliance Officer to Oversee Corporate disclosure.
(d) Compliance Officer will ensure that the Company complies with continuous disclosure requirements. He will co-ordinate disclosure of price sensitive information to Stock Exchanges, Analysts, Shareholders and media which will be approved by him in advance.
(e) The Compliance Officer shall be responsible for deciding whether a public announcement is necessary for verifying or denying any news for effectively responding to market gossips.
(f)  The Company will make timely and adequate disclosure of shareholding/ changes in ownership/ownership by major shareholders under these Regulations/Listing Agreement to the Stock Exchanges.
(g)  Following guidelines will be adopted by the Company while dealing with Analysts/Institutional investors:-
(1) The Company will provide only public information to analysts/ Research persons/ large investors/ Institutions.
(2)  At least two officers of the Company will be present at the meetings with Analysts, Brokers, Institutional Investors and the discussions with them will be recorded to avoid misquoting or misrepresenting.
(3) Questions outside the intended scope of discussions by the Analysts will not be answered normally but the same may be taken on notice and a considered response given later.
(4)  Whenever the Company will organise meetings with analysts it will normally be followed by a press release and the same information will also be posted on the website of the Company. This will be simultaneously sent to the Stock Exchanges.
(5)   The information filed by the Company with the Stock Exchanges will also be made available on the website of the Company
12 This Code was duly approved by the Board of the Company in its meeting held on 24th May, 2002 and the Code shall be deemed to have come into force with effect from the circulation of the Code to all Directors / Officers / Designated Employees of this Company under the signature of the Compliance Officer. Thereafter the said code was amended by the Board of Directors at its meeting held held on 27th January, 2009.
 
(Form for clearance from the Company regarding
proposed purchase/sale of
equity shares/listed securities of the Company
                                                                                         Date:
The Compliance Officer
Orient Paper & Industries Ltd.
Birla Building
9/1, R N Mukherjee Road
Kolkata - 700 001
 
Dear Sir,

I, Mr./Mrs. ____________________________________________ jointly with Mr./Mrs. ____________________________________________ and Mr./Mrs. ________________________________ want to purchase/sell _______equity shares/listed securities of the Company. Please grant your clearance for the same.
 
I hereby undertake as follows:-
(i) I am not in possession of price sensitive information up to the time of signing this undertaking. 
(ii)  In case I have access to or receive "Price Sensitive Information" after the signing of this undertaking but before the execution of transaction I shall inform to the Compliance Officer of the change in my position and I shall not deal in the securities of the Company till the time such information becomes public.
(iii) I have not contravened the Code of Conduct for prevention of Insider Trading as notified by the Company from time to time. 
(iv)  I will hold/not repurchase such equity shares/listed securities for a minimum period of six months from the date of purchase/sale.
(v)  In case of non-execution of transaction by me within 7 days from the date of permission for purchase/sale, I will again take the clearance for the same.
 
I further confirm that the information given herein is full and true disclosure in the matter.
Thanking you,
Yours faithfully,



Name of Employee    :
Division                    : 
Dept.                        :
Employment No.        :
NOTE: Permission should be obtained in case of purchase/sale of equity shares exceeding 10000 in one calendar month.
Copyright © 2007-2008 ORIENT PAPER & INDUSTRIES LTD.