Code of Conduct
RAJVIR INDUSTRIES LIMITED
Code of Conduct for Prohibition of Insider Trading
1. This Code of Conduct will be known as "RAJVIR INDUSTRIES LIMITED Code of Conduct
for prohibition of Insider Trading" hereinafter referred to as this Code.
2. This Code of Conduct has been made pursuant to Regulation 12 of the SEBI (Prohibition of
Insider Trading) Regulations, 1992, as amended, hereinafter referred to as the "Regulations".
This Code of Conduct will be applicable to Directors/Officers/Designated Employees of RAJVIR
INDUSTRIES UMITED and their Dependent Family Members as defined herein.
4. The definitions as framed in Regulation 2 of Chapter I of the Regulations, shall apply and form
part of this Code.
a) "Act" means the Securities and Exchange Board of India Act, 1992.
b) "Body Corporate" means a body corporate as defined under Section 2 of the Companies Act.
c) "Board of Directors" means the Board of Directors of the Company.
d) "Committee" means the Committee, if any, constituted by the Company for the
implementation of these Regulations.
e) "Companies Act" means The Companies Act, 1956 ( 1 of 1956 ).
f) "Company" or "the Company" means RAJVIRINDUSTRIESLIMITED.
g) "Compliance Officer" means the Company Secretary for the time being of the Company or
the Officer appointed by the Board of Directors of the Company for the purpose of this Code and the
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.
i) "Dependent Family Members" shall include dependent spouse and dependent children.
j) "Designated Employees" shall mean all employees comprising the top three tiers of the
Company's management, all employees in the Finance and Secretarial Departments and such othe
employees who may be so designated, from time to time, by the Company for the purposes of this
Code and who may be able to have access to any 'price sensitive information' as defined in
this Code or the Regulations. Top three tiers of the Company's management shall mean and include
Board of Directors, Segment/Functional Directors and employees directly reporting to them.
k) "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to unpublished price sensitive information in respect of securities of the Company or who has
received or has had access to such unpublished price sensitive information.
I) "Officer of the Company" means any person as defined in Clause (30) of
Section 2 of the Companies Act, including the Auditors of the Company
m) "Price Sensitive Information" means any information, which relates, directly or
indirectly, to the Company and which, if published, is likely to materially affect the price of
securities of the Company.
The following shall be deemed to be price sensitive information :-
. Periodical financial results of the Company;
Intended declaration of dividends (Interim and I or Final);
Issue of Securities or Buy-back of Securities;
Any major expansion plans or execution of new projects;
Amalgamation, merger or takeover;
Disposal of the whole or substantially the whole of the undertaking;
Any significant changes in policies, plans or operations of the Company having material
impact on the financials of the Company.
n) "Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 1992,
0) "Securities" means Equity ( Ordinary) Shares and all other securities of the
Company issued andlor to be issued from time to time and listed Ito be listed on the Stock
p) "Stock Exchange" means a stock exchange which is recognised by the Central Government or
SEBIunder Section 4 of Securities Contracts (Regulation)Act, 1956.
q) "Trading Window" - means a trading period for trading in the Company's
Securities as specified by the Company from time to time. All days shall be the Trading Period
except those days specified in Clause 9 hereunder.
r) "Unpublished Information" means information which is not published by the Company or its
Agents and is not specific in nature.
SpeculativeReportsin print or electronic media shall not be consideredas PublishedInformation.
t) Words and phrases not specifically defined herein shall have the same meaning as defined under
the Act, Companies Act, and the Regulations as amended from time to time.
5. Compliance Officer
Unless otherwise resolved by the Board of Directors, the Company Secretary for the time being of
the Company shall be the Compliance Officer for the purpose of this Code.
6. Functions, duties and responsibilities of the Compliance Officer
The Compliance Officer shall be subject to the supervision of the Board of Directors of the Company.
The Compliance Officer shall be responsible for -
. Setting forth policies, procedures, monitoring adherence to the Rules for the preservation
of Price Sensitive Information, Pre-clearance of Trades of Directors, Officers and
Designated Employees and their Dependent Family Members and monitoring of trades and
implementation of this Code.
Maintaining the record of the Directors, Officers and Designated Employees and incorporate
changes from time to time.
Assisting all employees in addressing any clarifications in the Regulations or this Code.
Ensuring that all Directors, Officers and Designated Employees of the Company shall
conduct their dealings only when the Trading Window is open.
Ensuring that all Directors, Officers and Designated Employees furnish the details of
transactions in the securities of the Company as stated in Clause 7 in the prescribed form
and maintain a record of all the intimation received for a period of atleast three years.
Maintaining records of all declarations as stated in Clause 7 in the prescribed form and to
place the same before the Managing Director or the Joint Managing Director, as the case
may be, on a monthly basis.
Obtaining initial and continual disclosures from Directors, Officers and Designated
Employees, major shareholders and to give information in respect of the disclosures made
to all the Stock Exchanges where the securities are listed, within five working days* of
7. Reporting requirement for transactions in Securities
A. By Directors, Officers and Designated Employees . Initial Disclosures
All Directors, Officers and Designated Employees shall forward the following details of their
securities, including that of their Dependant Family Members, to the Compliance Officer in Form A
Details of securities of the Company held:
a) at the time of joining of the Company
b) by new Directors, Officers and Designated Employees within four working days of becoming
Directors, Officers and Designated Employees. . Monthly / Annual Disclosures
In addition to the above, they shall also furnish to the Compliance Officer the following:
a) Monthly statement of transactions in securities of the Company in Form B annexed hereto. If
there is no transaction in a particular month, Nil statement need not be submitted.
b) Annual statement of all their holdings in securities of the Company to be submitted within 30
days of the close of each Financial Year in Form C annexed hereto. If there is no change in a
particular year, Nilstatement need not be submitted.
. Continual Disclosures
Any change in shareholding or voting rights, if there is a change in such holdings from the last
disclosure made and the said change exceeds Rs. 5,00,000/- in value or 25,000 shares or 1% of the
total share holding or voting rights, whichever is lower ( hereinafter referred as THRESHOLD
LIMIT) "Such changes in shareholding or voting rights, to be disclosed to the Company within four
working days or such other time limit as may be specified in Form D annexed here to.
B. By Other major shareholders
. Initial Disclosure
Any person holding more than 5% shares / voting rights in the Company shall disclose the number
of shares or voting rights held within four working days of receipt of intimation of allotment of
shares or the acquisition of shares. . Continual Disclosure
Any person who holds more than 5 % shares or voting rights in the Company shall disclose to the
Company the number of shares or voting rights held and change in the shareholding or voting rights
held and change in shareholding or voting rights, even if such change results in shareholding falling
below 5 %, if there has been change in such holdings from the last disclosure and such change
exceeds 2 % of total shareholding or voting rights in the Company.
8. Preservation of price sensitive information
a) Directors/Officers/Designated Employees shall maintain the confidentiality of all Price Sensitive
Information. They shall, while in possession of any Price Sensitive Information, neither deal in the
securities of the Company on the basis of Price Sensitive Information nor pass on such information
to any person directly or indirectly by way of making a recommendation for the purchase or sale of
securities of the Company.
b) Price Sensitive Information is to be handled on a "need to know" basis. It should be disclosed
only to those within the Company who need the information to discharge their duty.
c) Files containing confidential information shall be kept secure. Computer files must have adequate
security of login and password, etc.
9. Prevention of misuse of price sensitive information
All Directors, Officers and Designated Employees of the Company shall be subject to trading
restrictions in the following manner -
(i) All Directors, Officers and Designated Employees of the Company shall trade in the Company's
securities only during the period specified by the Company from time to time.
The "Trading Window" shall be closed during the time the information referred to hereunder is
unpublished. When the "Trading Window" is closed, the Directors, Officers and Designated
Employees shall not trade in the securities of the Company during that period.
ii) The "Trading Window" shall, inter-alia, be closed -
. From the date of the notice to the Stock Exchange of the meetings of the Directors or
Committee of Directors until one day after the date of declaration /publication of the
Annual/Half Yearly /Quarterly results as the case may be ;
From the date of the Board Meeting where the decision on any of the following matters is
taken until one day after the decision is made public:
a) Intended declaration of dividends (Interim and / or Final);
b) Issue of Securities or Buy-back of Securities;
c) Any major expansion plans or execution of new projects;
d) Amalgamation, merger or takeover;
e) Disposal of the whole or substantially the whole of the undertaking;
f) Any significant changes in policies, plans or operations of the Company
having material impact on the financials of the Company.
. "Trading Window" may be closed by the Company during such time in addition to the above
period, as it may deem fit from time to time.
iii) The Trading Window shall be opened 24 hours after the information is made public.
iv) No Director, Officer or Designated Employee shall conduct any dealing in the securities of the
Company during the closure of the Trading window. In case of ESOPs (Employee Stock Option Plan),
exercise of option may be allowed during the period when the Trading Window is closed. However,
sale of shares allotted on exercise of ESOPs shall not be allowed when Trading Window is closed.
10. Pre-clearance of Trades
All Directors, Officers and Designated Employees of the Company intending to deal in the securities
of the Company upto the Threshold Limit fixed, as defined and provided hereinbefore, may do so
without any pre-clearance from the Compliance Officer.
In all other cases, they should pre-clear the transactions as per the pre-dealing procedure as
a) Make an application in the prescribed form E annexed hereto, to the Compliance Officer
indicating the estimated number of securities that he/she intends to deal in, the details as to the
depository(ies) with which he/she maintains a security account, the details as to the securities in
such depository mode and such other details as may be required by any rule made by the Company
in this behalf.
b) He / She shall execute an undertaking in favour of the Company incorporating, therein, inter alia,
the followingclauses, as may be applicable: .
i) that he/she does not have any access or has not received Price Sensitive
Information upto the time of signing the undertaking;
ii) that in case he/she 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 change in his/her position and that he/she would completely refrain from dealing in the
securities of the Company till the time such information becomes public;
iii) that he/she has not contravened any provisions of this Code, as may be notified by the Company
from time to time;
iv) that he/she has made a full and true disclosure in the said matter.
c) The Directors/Officers/Designated Employees shall execute their transactions in respect of
securities of the Company within one week after the approval of pre-clearance is given failing which
the transaction has to be pre-cleared again. They shall hold their investments in securities for a
minimum period of 30 days from the date of purchase/actual allotment. In case of personal
emergency the 30 days holding period may be waived by the Compliance Officer (application to
made in Form F) after recording in writing the reasons in this regard.
In case of the Compliance Officer intending to deal in the securities of the Company beyond the
threshold limit the pre clearance of the Managing Director will have to be obtained. Similarly in case
of personal emergency Compliance Officer may obtain the waiver from the Managing Director with
regard to complying the minimum period of holding investments for 30 days.
11. Restrictions on the Company
The Company shall not deal in the Securities of another Company or associate of that other
Company, while in possession of any Unpublished Price Sensitive Information of that other
a) Any Director, Officer or Designated Employee, who trades in securities or communicates any
information for trading in securities in contravention of this Code, shall be penalised and appropriate
action shall be taken against them by the Company after giving reasonable opportunity to them to
show-cause. He/ she shall also be subject to disciplinary action, as deemed appropriate, including
wage freeze, suspension, in-eligibility for future participation in ESOPsetc.
~ b) In addition to the action which may be taken by the Company, the persons violating the
Regulations or this Code shall also be subject to action by SEBI as per SEBI Act. In case of any
violation, the Company shall inform SEBI accordingly.
The decision of the Board of Directors of the Company with regard to any or all matters relating to
this Code shall be final and binding on all concerned. The Board of Directors of the Company shall
have the power to modify, amend or replace this Code in part or full as may be thought fit from
time to time in their absolute discretion.
14. This Code has been duly approved by the Board of Directors at their meeting held on 16th
September, 2005 and this Code shall be deemed to have come into force with effect from the said