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CODE OF CONDUCT
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CODE OF INTERNAL PROCEDURE AND CONDUCT AND CODE OF CORPORATE DISCLOSURE PRACTICES AS ENVISAGED UNDER THE SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 AS AMENDED BY THE NOTIFICATION OF 20TH FEBRUARY 2002.
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| 1. |
This code of conduct will be know as "ORIENT PAPER & INDUSTRIES LTD" code of Conduct for prohibition of Insider Trading "(Code) made pursuant to Regulation - 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992 amended. |
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| PART - 1 |
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| Code of Internal procedure and conduct for Directors/Officers/Designated Employees |
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| A. |
As per the Regulations |
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| a. |
"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992) |
| 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 |
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| 1 |
is a director, as defined in clause (13) of section 2 of the Companies Act 1956 (1 of 1956) of a company, or is deemed to be a director of that company by virtue of sub-clause (10) of section 307 of that Act, or |
| 2 |
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between himself and the company whether temporary or permanent and who may reasonably be expected to have an access to unpublished price sensitive information in relation to that Company. |
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Explanation - For the purpose of clause © the
words "connected person" shall include any person who is a connected person six months prior to an act of insider trading. |
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| d |
Person is deemed to be a connected person. |
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| 1 |
is a company under the same management or group or any subsidiary company thereof within the meaning of sub-section (IB) 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 Practice Act, 1969 (54 of 1969) as the case may be , or |
| 2 |
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 Stock Exchange or of Clearing House or corporation. |
| 3 |
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 have a fiduciary relationship with the company. |
| 4 |
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 |
| 5 |
is a official or an employee of a self regulatory organization recognized or authorized by the Board of a regulatory body ; or |
| 6 |
Is a relative of any of the above mentioned persons |
| 7 |
Is a banker of the company |
| 8 |
Relatives of the connected person as defined under clause 2(A)(c) above. |
| 9 |
A concern, firm, Trust, HUF, company, Association of persons wherein the relative or persons mentioned in sub-clause (vi) (vii) and (viii) has more than 10% of the holding or interest. |
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| e |
"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 a company or who has received or has had access to such unpublished price sensitive information. |
| f |
'Investigating authority' means any officer of the Securities & Exchange Board of India (SEBI) hereinafter referred to as "Board" or any other person, not being a firm, body corporate or an association of person, 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 clause (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 |
"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. |
| h-a |
Price sensitive information
"Price Sensitive Information" means any information which relates to 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: |
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| 1 |
Periodical financial results of the company
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| 2 |
Intended declaration of dividends (both interim and final) |
| 3 |
Issue of securities or buy-back of securities |
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Any major expansion plans or execution of new projects. |
| 5 |
Amalgamation or mergers or take-overs |
| 6 |
Disposal of the whole or substantial part of the undertaking |
| 7 |
Any signification changes in policies, plans or operations of the Company. |
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| i |
Stock Exchange |
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"Stock Exchange" means a stock exchange , which is recognized by the Central Government or SEBI under section 4 of Securities Contracts (Regulation) Act, 1956 (42 of 1956) |
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| j |
Unpublished |
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"Unpublished" means information which is not published by the Company or its Agents and is not specific in nature. |
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Explanation : Speculative Reports in print or electronic media shall not be considered as published information. |
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| B. |
Definitions - For the purpose of this Code |
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| a. |
Regulations
mean the SEBI (Prohibition
of Insider Trading) Regulations,
1992 as amended. |
| b. |
Company
- means Orient Paper &
Industries Ltd. |
| c. |
Board
of Directors means the board
of directors of the Orient
Paper & Industries Ltd.
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| 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 - Presidents
and Executive Vice President
of each division 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. |
Relatives
-
The following will be treated
as Relatives of directors/Officers/Designated
Employees (pursuant to Clause
5 - 1 of Schedule 1 of the
Regulations): |
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| 1 |
Self
& Spouse |
| 2 |
Dependent
Children |
| 3 |
Dependent
Parents |
| 4 |
Dependent
Brothers and Sisters. |
| 5 |
Trading
Window - means trading
period for dealing
in company's Securities
as specified by
the Company. |
| 6 |
Securities
will mean Equity
(ordinary) shares
or such other security
of the company having
voting rights. |
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| 1 |
Mr.
P.K. Sonthalia, President
(Finance) & CFO of the
Company will be the Compliance
Officer for the purpose
of this code for the time
being. |
| 2 |
This
Code will be applicable
to Directors/Officers/Designated
employees and their relative
as defined herein. |
| 3 |
Restrictions
on Designated Persons |
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| 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 purpose 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
employees shall
communicate or counsel
any unpublished
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. |
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| 6 |
Requirement |
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| i |
All
Directors/Officers/Designated
employees will have
to forward the following
details of their securities
including that of their
Relatives (as defined
in this Code)to the
compliance officer:
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| a |
Details of securities
held in this 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.
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| b |
Monthly Statement
of transactions
in securities
of the company
where total transactions
exceeds 2500 shares
in the case of
Directors and
1000 shares in
case of others
in a month.
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If
there is no transaction
in a particular
month, then “NIL”
statement is not
required to be
submitted. |
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Annual statement
of holdings
in the securities
of the company
within 30 days
of the close
of Financial
Year. |
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| ii |
The
Compliance Officer will
make a report to the
Board of directors at
Meetings of the Board
provided there are any
reportable transactions.
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| 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.
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| 7 |
Procedure and restriction
for trading in the Securities
of the company: The Directors/Officers/Designated
Employees shall be subject
to Trading restrictions
in the following manner:
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| A |
Trading
Window
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The
Trading Window will
be closed before15 days
of the happening of
the following events
and shall remain closed
upto 05 days after the
publication of the price
sensitive information.
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.
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| a |
Declaration Financial
Results (quarterly,
Half Yearly and
Annual)
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| b |
Declaration of
Dividends (interim
and final)
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| c |
Issue of Securities
by way of public/right/bonus
etc.
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| d |
Any major expansion
plan or execution
of new project
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| e |
Amalgamation mergers,
takeovers and
buy back
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| f |
Disposal of whole
or substantially
the whole of the
undertaking
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| g |
Any changes in
policies, plans
or operations
of the Company
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| B |
No
Director/Officer/Designated
Employee shall conduct
any dealing in the securities
of the company during
the close of the Trading
Window.
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| C |
Pre-clearance
of Trades when Trading
Window is open
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All
Directors/officers/Designated
employees of the company
intending to deal in
the securities of the
Company up to the limit
fixed by the Board (as
on today 2500 shares
for Directors and 1000
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:
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| i |
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.
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| ii |
Only after receiving
the clearance,
the transaction
can be carried
out.
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| iii |
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
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| iv |
The
investment in
securities will
have to be held
for a minimum
of 30 days from
the date of purchase/actual
allotment.
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| v |
In
case of personal
emergency the
30 days holding
period may be
waived by the
Compliance officer
after recording
his reasons in
this regard.
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PENALTY
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| 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 will be penalized
and appropriate action will
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
wages freeze, suspension,
ineligibility for future participation
in E.S.O.P. (Employees Stock
Option Plans) etc.
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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 , SEBI
shall be informed by the Company
about the matter.
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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.
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Code of Corporate disclosure
practices for prevention of
Insider Trading
Following norms shall be followed
by the company to ensure timely
and adequate disclosure of
price sensitive information:
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| a |
Prompt
disclosure of price
sensitive information
to Stock Exchanges on
immediate basis and
continual basis
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| b |
Improvement
in investor access to
public announcements
in addition to release
of information to Stock
Exchanges
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| c |
Company
has designated the Compliance
Officer to Oversee Corporate
disclosure
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| d |
Compliance
Officer will ensure
that the company complies
with continous disclosure
requirement. He will
co-ordinate disclosure
of price sensitive information
to Stock Exchanges,
analysts, Shareholders
and media which will
be approved by him in
advance.
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| 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 rumours.
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| 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.
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| g |
Following
guidelines will be adopted
by the Company while
dealing with analysts/Institutional
investors:
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| i |
The
company will provide
only public information
to analysts/research
persons/Large
investors/Institutions
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| ii |
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 misrepresentation
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| iii |
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 considerable
response give
later.
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Whenever
the company will
organize meetings
with analysts
it will normally
be followed by
a press release.
This will be simultaneously
sent to the Stock
exchanges.
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