Code of Conduct for Prevention

Code Of Conduct For Prevention Of Insider Trading In Shares Of Indraprastha Medical Corportion Limited

1. This Code came into effect from 1st October, 2014.

2. Definitions :

For the purpose of this code the following terms shall have the meanings assigned to them hereunder :

  1. ”Act” means the Securities and Exchange Board of India Act, 1992
  2. “Code” or “this Code” shall mean this Code of Conduct for Prevention of Insider Trading in shares of Indraprastha Medical Corporation Limited as amended from time to time.
  3. “Company” or “the Company” means Indraprastha Medical Corporation Limited (IMCL).
  4. “Companies Act” means Companies Act, 2013 read with rules issued thereon and any statutory amendment, modification and notification.
  5. “Compliance Officer” means the Compliance Officer appointed pursuant to Clause 4 of this Code.
  6. “Dealing in IMCL securities” means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell, or deal in the Securities of the Company by any person either as principal or agent.
  7. “Dependent Family Member” means the Designated Person’s spouse, children below the age of 21 years, and such other persons, including dependent parents of the Designated Person, as may be declared by the Designated Persons.
  8. “Designated Person(s)” shall include:
    1. Directors of the Company;
    2. Officers in the grade of Manager and above
    3. Employees of the Accounts, Finance, Tax and Secretarial Departments in the grade of Executive and above;
    4. Key Managerial Personnel’s and Senior Management Personnel’s
    5. Such other persons as may be notified by the Compliance Officer from time to time.
  9. “Insider Trading Regulations” means the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended from time to time.
  10. “Insider Trading” means an act of subscribing, buying, selling, dealing or agreeing to subscribe, buy, sell or deal in any securities by any director or key managerial personnel or any other officer of a company either as principal or agent if such director or key managerial personnel or any other officer of the company is reasonably expected to have access to any non-public price sensitive information in respect of securities of company; or
  11. an act of counseling about procuring or communicating directly or indirectly any non-public price-sensitive information to any person
  12. “IMCL Securities” or “Securities of the Company” shall mean Equity shares of the Company.
  13. “Price Sensitive Information” means any information that relates directly or indirectly to the Company and which if published is likely to materially affect the price of the IMCL Securities and shall include the following:
    1. periodical financial results of the Company;
    2. intended declaration of dividends (both interim and final);
    3. issue of securities or buy-back of securities;
    4. any major expansion plans or execution of new projects;
    5. amalgamations, mergers or takeovers;
    6. disposal of the whole or substantial part of the undertaking;
    7. any significant changes in polices, plans or operations of the company;
    8. such other information as may be specified by the Compliance Officer for this purpose.

3. Purpose of the Code :

This code has been formulated pursuant to the requirement stated under Section 195 of the Companies Act, 2013, which provides prohibition on Insider trading of securities. Further, the Insider Trading Regulations also restrict dealing in securities of the Company on the basis of any price sensitive information by the Designated Persons of the Company.

In order to comply with the requirements as stated above, this self-regulated code is designed to maintain the highest ethical standards of dealing in shares of the Company by persons to whom it is applicable. The provisions of the Code are designed to prohibit a Designated Person or his Dependent Family Members from trading in the IMCL Securities when in possession of Unpublished Price Sensitive Information.

4. Compliance Officer

The Company has appointed Company Secretary as the Compliance Officer for the purpose of the Insider Trading Regulations and this Code. The Compliance officer shall report to the Managing Director.

The Compliance Officer shall be responsible for:

  1. setting forth policies, procedures, monitoring adherence to the rules for the preservation of Price sensitive Information.
  2. Pre-clearing of Designated Persons and their Dependents’ trades;
  3. Monitoring trades and the implementation of this Code under the overall supervision of the Board of Directors of the Company;
  4. The Compliance Officer shall maintain a record of the Designated Persons and any changes made in the list of Designated Persons.

    The Compliance Officer shall assist the Designated Persons in addressing any clarifications regarding the Prohibition of Insider Trading Regulations and the Company’s Code of Corporate Disclosure Practices for Prevention of Insider Trading.

Designated Persons shall maintain the confidentiality of all Price Sensitive Information. They shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of IMCL Securities.

Unpublished Price Sensitive Information is to be handled on a “need to know” basis, i.e. Unpublished Price Sensitive Information should be disclosed only to 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.

Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.

6. Prevention of misuse of Price Sensitive Information.

6.1All Designated Persons/their Dependent Family Members shall be subject to the trading restrictions as enumerated below;

The Designated Person and his Dependent Family Members shall trade in shares of the Company only during a specific trading period called “Trading Window”. The Trading Window shall be closed seven days before happening of the following events:

  1. Declaration of Financial results (quarterly, half yearly and annual )
  2. b) Declaration of dividends (interim and final)
  3. Issue of securities by way of public / rights / bonus etc.
  4. Any major expansion plans or execution of new projects
  5. Amalgamations, mergers, takeovers and buy-back
  6. Disposal of whole or substantially whole of the undertaking
  7. Any changes in policies, plans or operations of the Company
  8. Such other information as may be specified by the Compliance Officer for this purpose.

The Trading Window shall be opened twenty-four (24) hours after the information referred to above is made public.

The Designated Person and their Dependent Family Members shall conduct all their dealings in the IMCL Securities during a valid Trading Window and shall not deal in any transaction involving the purchase of sale of the IMCL Securities during the periods when trading window is closed or during any other period as may be specified by the Company from time to time.

6.3Pre-clearance of trades

All Designated Persons or their Dependent Family Members who intend to deal in the securities of the Company exceeding 25,000 shares in number or Rs. 5,00,000/- in value, whichever is lower, during a Financial Year should pre-clear the transactions as per the pre-clearing procedure as discussed hereunder:-

  1. An application may be made to the Compliance Officer indicating the estimated number of securities that the designated persons intends to deal in, the detail of securities he already has and the details as to the depository participant(s) with which he has a security account.
  2. An undertaking shall be executed in favour of the company by such designated person incorporating, inter alia, the following clauses, as may be applicable:
    1. That the Designated Person does not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.
    2. That in case the Designated Person has access to or receive “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 position and that he/she would completely refrain from dealing in the securities of the company till the time such information becomes public.
    3. That he/she has not contravened the Code of Conduct for prevention of Insider trading as notified by the Company from time to time.
    4. That he/she has made a full and true disclosure in the matter.

    The Compliance Officer shall either clear the requested deal or decline to clear the requested deal within seven (7) Working Days of the receipt of the application in the prescribed Form. In case the Compliance Officer declines to clear the requested deal, he shall assign reasons in writing for doing so. If the Designated Person does not receive any response from the Compliance Officer within the aforesaid period of seven (7) Working Days, the requested deal can be deemed to have been cleared by the Compliance Officer.

    In case the Compliance Officer or any of his Dependent Family Members wish to deal in the IMCL Securities, he would have to make the applicationto the Managing Director of the Company who would consider the requested deal within seven (7) Working days as aforesaid. The remaining provisions of this section, as applicable to Designated Persons, would also apply to the Compliance Officer.

    For the purpose of this section 6, the term “Working Days” shall mean days on which business is conducted at the registered office of the Company, and shall exclude Saturdays, Sundays, National Holidays and other declared holidays.

7. Other restrictions:

The Designated Persons shall execute their order in respect of the IMCL Securities within one week after the approval of pre-clearance is given. If the order is not executed within one week after the approval is given, the Designated Person must pre clear the transaction again.

The Designated Person shall hold the IMCL Securities for a minimum period of 30 days in order that it be considered as being held for investment purposes.

In case the sale of the IMCL 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.

8. Reporting Requirements for transactions in securities :

The Designated Persons will be required to forward details of their securities transactions including the statement of dependent family members to the Compliance Officer:-

  1. All holding of IMCL Securities at the time of joining the Company within 15 days or within 15 days from the coming into forces of this code.
  2. Monthly statement of transactions in securities of the Company within 15 days from the end of each month. If there are no transactions in a particular month, then “NIL” statement is not required to be submitted.
  3. Annual Statement of all holdings in securities of the Company to be submitted within 30 days of the close of the financial year.
  4. The Compliance Officer shall place before the Managing Director on a monthly basis details of the dealings in the IMCL Securities by the Designated Person and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged under this Code.
  5. The Compliance Officer shall maintain records of all the declarations in appropriate forms given by the Designated Persons for a minimum period of 3 years.

9.Penalty for contravention of the Code:

  1. Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalised as determined by the Managing Director keeping in view of the provisions of Section 195 of the Companies Act, 2013
  2. (Designated Employees 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 action taken by the Company shall not preclude SEBI from taking any action in case of violation of the Insider Trading Regulations.

10.Intimation to SEBI

In case it is observed by the Compliance Officer that there has been a violation of the Insider Trading Regulations, it shall be intimated by the Company to SEBI.

11. Submission of disclosures and prescribed forms :

All submissions envisaged in this code should be addressed to the Compliance Officer and forwarded to the Secretarial Department of the Company at its registered office, for administrative purpose and taking appropriate action.

The Secretarial Department shall acknowledge the receipt of declaration form.

Disclosure / Declaration / Application and Undertaking may be given in the attached Form-A to Form-J, as may be applicable.

This Policy Is Only Internal Code Of Conduct And One Of The Measures To Avoid Insider Trading. It Will Be The Responsibility Of Each Personto Ensure Compliance Of Sebi Guidelines And Other Related Statutes Fully.

Place:New Delhi

Date :25th July, 2014

For and on behalf of the Board

Jaideep Gupta

Managing Director

Code Of Corporate Disclosure Practices For Prevention Of Insider Trading

1. Corporate Disclosure Policy

1.1 To ensure timely and adequate disclosure of price sensitive information, the following norms shall be followed.

2. Prompt disclosure of price sensitive information

2.1 price sensitive information shall be given by the Company to stock exchanges and disseminated on a continuous and immediate basis.

2.2The Company may also consider ways of supplementing information released to Stock exchange by improving investor access to their public announcements.

3. Overseeing and co-ordinating disclosures

3.1 The company shall designate a senior official (such as Compliance Officer) to oversee corporate disclosure.

3.2 This official shall be responsible for ensuring that the Company complies with Continuous disclosure requirements, overseeing and co-ordinating disclosure of price sensitive information to stock exchange, analysts, shareholders and media, and educating staff on disclosure policies and procedure.

3.3 Information disclosure/dissemination may normally be approved in advance by official designated for the purpose.

3.4 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.

4. Responding to market rumors

4.1 The Company shall have clearly laid down procedures for responding to any queries or requests for verification of market rumors by exchanges.

4.2 The official designated for corporate disclosure shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumors and then making the disclosure.

5. Timely Reporting of shareholdings/ownership and changes in ownership

Disclosure of shareholdings/ownership by major shareholders and disclosure of changes in ownership as provided under any regulations made under the Act and the listing agreement shall be made in a timely and adequate manner

6.1 Disclosure/dissemination of Price Sensitive Information with special reference to Analysts, Institutional Investors

The Company should follow the guidelines given hereunder while dealing with analysts and Institutional investors :-

  1. Only Public Information to be provided

    The Company shall provide only public information to the analyst/research persons/large investors like institutions. Alternatively, the information given to the analyst should be simultaneously made public at the earliest.

  2. Recording of discussion

    In order to avoid misquoting or misrepresentation, it is desirable that at least two Company Representatives be present at meetings with Analysts, Brokers or Institutional Investors and discussion should preferably be recorded.

  3. Handling of unanticipated questions

    The company should be careful when dealing with Analysts questions that raise issue outside the intended scope of discussion. Unanticipated questions may be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding.

  4. Simultaneous release of Information

    When a Company organizes meetings with analysts, the Company shall make a press release or post relevant information on its website after every such meet. The Company may also consider live web casting of analyst meets.

  5. 7. Medium of disclosure / dissemination

    1. Disclosure/dissemination of information may be done through various media so as to achieve maximum reach and quick dissemination.
    2. The Company shall ensure that disclosure to stock exchanges is made promptly.
    3. The Company may also facilitate disclosure through the use of their dedicated internet website.
    4. The Company websites may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.
    5. The information filed by the Company with exchanges under continuous disclosure requirement maybe made available on the Company website.

    Dissemination by Stock Exchanges.

    1. The disclosures made to stock exchanges may be disseminated by the exchanges to investors in a quick and efficient manner through the stock exchange network as well as through stock exchange websites.
    2. Information furnished by the companies under continuous disclosure requirements, should be published on the website of the exchange instantly.
    3. Stock Exchanges should make immediate arrangement for display of the information furnished by the companies instantly on the stock exchange website.

Place:New Delhi

Date :25th July, 2014

For and on behalf of the Board

Jaideep Gupta

Managing Director

Code of Conduct for Prevention Forms

Code of Conduct for Prevention Form ADownload File
Code of Conduct for Prevention Form BDownload File
Code of Conduct for Prevention Form CDownload File
Code of Conduct for Prevention Form DDownload File
Code of Conduct for Prevention Form EDownload File
Code of Conduct for Prevention Form FDownload File
Code of Conduct for Prevention Form G & HDownload File
Code of Conduct for Prevention Form IDownload File
Code of Conduct for Prevention Form JDownload File