Insider Trading

SEBI Rules and Regulations

 connected person means any person

who (i) is a director (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

 insider means any person who,

(i) is or was connected with the company or is deemed to have been connected with the company and is reasonably expected to have access to unpublished price sensitive information in respect of securities of company, or (ii) has received or has had access to such unpublished price sensitive information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. (i) periodical financial results of the company; (ii) intended declaration of dividends (both interim and final); (iii) any major expansion plans or execution of new projects. (iv) amalgamation, mergers or takeovers; (v) disposal of the whole or substantial part of the undertaking; (vi) and significant changes in policies, plans or operations of the company

 No insider shall

(i) either on his own behalf or on behalf of any other person, deal in securities of a company listed on any stock exchange [when in possession of] any unpublished price sensitive information

Exception
In a proceeding against a company such company has put in place such systems and procedures which demarcate the activities of the company in such a way that the person who enters into transaction in securities on behalf of the company cannot have access to information

 Obligations of insider on investigation by the

Board. 7. (1) It shall be the duty of every insider, who is being investigated [or any other person to produce to the investigating authority such books, accounts and other documents in his custody or control and furnish the authority with the statements and information relating to the transactions in securities market within such time as the said authority may require.

Appointment of Auditor.
Notwithstanding anything contained in

regulation 4A and] regulation 5, the Board may appoint a qualified auditor to investigate into the books of account or the affairs of the insider

Compliance Officer
1.1 The listed company has appointed a

Compliance Officer senior level employee who shall report to the Managing Director/Chief Executive Officer. 1.2 The compliance officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of Price Sensitive Information

 The trading window shall be, inter alia, closed at

the time (a) Declaration of financial results (quarterly, half-yearly and annually). (b) Declaration of dividends (interim and final). (c) Issue of securities by way of public/rights/bonus etc. (d) Any major expansion plans or execution of new projects. (e) Amalgamation, mergers, takeovers and buyback. (f) Disposal of whole or substantially whole of the undertaking. (g) Any changes in policies, plans or operations of the company. The time for commencement of closing of trading

Chinese Wall
2.4.1 To prevent the misuse of confidential

information the organisation/firm shall adopt a Chinese Wall policy which separates those areas of the organisation/firm which routinely have access to confidential information, considered inside areas from those areas which deal with sale/marketing/investment advise or other departments providing support services, considered public areas. 2.4.2 The employees in the inside area shall not communicate any Price Sensitive Information to any one in public area. 2.4.3 The employees in inside area may be physically segregated from employees in public

 Prompt disclosure of price sensitive information

2.1 Price sensitive information shall be given by

listed companies to stock exchanges and disseminated on a continuous and immediate basis. 2.2 Listed companies may also consider ways of supplementing information released to stock exchanges by improving Investor access to their public announcements

 Listed companies shall designate a senior

official (such as compliance officer) to oversee corporate disclosure. If information is accidentally disclosed without prior approval, the person responsible may inform the designated officer immediately, even if the information is not considered price sensitive

Medium of disclosure/dissemination
(i) Disclosure/dissemination of information may

be done through various media so as to achieve maximum reach and quick dissemination. (ii) Corporates shall ensure that disclosure to stock exchanges is made promptly. (iii) Corporates may also facilitate disclosure through the use of their dedicated Internet website