[Pursuant to SCHEDULE B to sub-regulation (1) and sub-regulation (2) of regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015]
The Company Secretary shall act as the Compliance Officer.
The Compliance Officer shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of Unpublished Price Sensitive Information (UPSI), monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the Board of Directors of Berger Paints India Limited (BPIL).
The Board of Directors at its meeting held on 29th January, 2005 has appointed the Company Secretary as the Compliance Officer for the purpose of "Prevention of Insider Trading" in the Company's securities.
Any person shall be recognized as connected person who is or has during the six months prior to the concerned act has been -
There is an inclusive list of persons who are under the ambit of "connected person". Here it encompasses all people who may not occupy any position of the company but is in regular touch with the company and its officers who are involved in the know-how of companies operations.
It includes (i) an immediate relatives, (ii) a holding / associate / subsidiary company, (iii) an intermediary / an employee / director thereof, (iv) an investment company, (v) trustee company, (vi) asset management company / an employee / director thereof; (vii) an official of Stock Exchange / of clearing house / corporation; (viii) a member of board of trustees of a mutual fund / member of Board of Directors of asset management company of mutual fund / is an employee thereof; (ix) a member of board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; (x) an official or an employee of a self-regulatory organization recognized or authorized by the Board; a banker of the company; a concern, firm, trust, HUF, company / association of persons wherein a director of a company / his immediate relative / banker of the company, has more than 10% of holding / interest.
Insider is a person who is :
Anyone in possession of or access to UPSI should be considered as an insider regardless of how one came in the possession of or had access to such information.
Unpublished Price Sensitive Information
Any information, relating to the company or its securities, directly or indirectly, that is not generally available, which upon become generally available, is likely to materially affect the price of the securities.
Designated Persons shall include
The Compliance Officer shall assist all the employees and directors in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as SEBI PIT Regulations) and the Company's code of conduct.
This "Code of Internal Procedures and Conduct for prohibition of insider trading in dealing with the securities of BPIL" shall apply to all "insiders" defined at 1.d, as above including Connected Person and Designated Persons.
Communication or procurement of unpublished price sensitive information
Restriction on Trading while in possession of UPSI
No insider shall trade in securities that are listed on a stock exchanges when in possession of UPSI with exception to following situations:
All information shall be handled within the organisation on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of the insider's legitimate purposes, performance of duties or discharge of his legal obligations.
An insider may formulate a trading plan and place it before the Compliance Officer for approval and public disclosure so that trades can be carried out on his behalf.
Such trading plan shall:–
BPIL shall specify a trading period, to be called "Notional Trading Window", which shall be used as an instrument of monitoring trade by designated persons for trading in the Company's securities. The trading window shall be closed during the time when the Compliance Officer determines that the designated person or class of designated persons can reasonably be expected to have possession of information referred to in paragraph (A) below which is un-published.
(A) The trading window shall be, inter alia, closed at the time of:-
When the trading window is closed, the Designated Employees / Directors and their immediate relatives shall not trade in the Company's securities during such period.
The time for commencement of closing of trading window shall be decided by the Company.
The re-opening of the trading window shall be determined by the Compliance Officer and the trading window shall be opened 48 hours after the information referred to in paragraph (A) is made public.
All other time of the year, when the Trading Window does not remain closed in accordance with this clause, shall be called "Notional Trading Window".
This trading window shall also be applicable to any person having contractual or fiduciary relation with the company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the company.
All Directors and Designated Employees of the Company shall conduct all their dealings in the securities of the Company only in the Notional Trading Window and shall not deal in any transaction involving the purchase or sale of the Company's securities during the periods when trading window is closed, as referred to in paragraph (A) or during any other periods as may be prescribed by the Company from time to time.
In case of ESOPs, exercise of option may be allowed in 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.
Every promoter, Key Managerial person and Director shall disclose their holding of the company as on date of these regulations taking into effect, to the Company within 30 days of regulations taking effect.
Every person on appointment as Key Managerial Personnel or a Director of the Company or upon becoming a promoter shall disclose his holdings to the Company as on date of appointment or upon becoming promoter within 7 days of appointment.
Every promoter, employee and director shall disclose to the Company the number of securities acquired or disposed of within two working days of such transaction if the value of the securities treaded, whether in one transaction or a series of transactions aggregates to a traded value in excess of 10% or ten lakhs or such value as may be specified.
Compliance Officer shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.
disclosures by other connected person
BPIL may, at its discretion require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company in such form and at such frequency as may be determined by the company in order to monitor compliance with these regulations.
All Directors / Designated employees of the listed Company shall be required to forward following details of their securities transactions including the statement of dependent family members (as defined by the Company) to the Compliance Officer:
The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the Directors / Designated Employees for a minimum period of five years.
The Compliance officer shall report to the Board of Directors and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the Board of Directors at every Board meeting, all the details of the dealing in the securities by Directors / Designated Employees of the Company and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.
Pre-clearance of trades
All Directors, Connected persons and Designated Employees of the Company and their immediate relatives, as declared to the Company, who intend to deal in the securities of the Company above 10,000 shares should pre-clear the transaction. No designated person shall apply for pre-clearance of any proposed trade if such designated person is in possession of unpublished price sensitive information even if the trading window is not closed. The pre-dealing procedure is described as hereunder.
An application may be made in such form as the Company may notify in this regard, to the Compliance Officer indicating the estimated number of securities that the Director/ Designated Employee/Connected Persons intends to deal in, the details as to the depository with which the person has a security account, the details as to the securities in such depository made and such other details as may be required by any rule made by the Company in this behalf.
An undertaking shall be executed in favour of the Company by such Director/ Designated Employee incorporating, inter alia, the following clauses may be applicable:
The Compliance Officer shall confidentially maintain a list of such securities as "restricted list" which shall be used as the basis for approving or rejecting applications for pre-clearance of trades.
All Directors and Designated Employees shall execute their trade within seven trading days, where the trades which have been pre-cleared have to be executed by the designated persons. If the trade is not executed within such seven trading days, fresh pre- clearance will be necessary.
All Directors and Designated Employees who buy or sell any number of shares of the Company shall not enter into a contra transaction, i.e., sell or buy any number of shares during the next six months following the prior transaction. The Compliance Officer may grant relaxation from strict application of such restriction for reasons to be recorded in writing provided such relaxation does not violate these regulations.
If any contra trade is executed, inadvertently or otherwise, in violation of such restrictions, the profits from such trade shall be liable to disgorged for remittance to Board for credit to the Investor Protection and Education Fund administered by the Board under the Act.
All Directors / Designated Employees shall also not take positions in derivative transactions in the shares of the Company at any time. 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. 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. Provided such relaxation does not violate these regulations.
Confidentiality of information and procedures to be adopted
All Factories / Depots / Departments etc of BPIL dealing in confidential information shall adopt and put in place suitable measures (which may include providing restricted access controls, passwords, firewalls, bio-metric access etc) to ensure that the confidential information in their possession does not get disseminated either directly, indirectly, covertly or overtly. Concerned head of the department shall be responsible to ensure that adequate security measures are implemented at all places which handle / deal in such confidential / unpublished price sensitive information either frequently or otherwise. All information shall be handled within the organisation on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of the insider's legitimate purposes, performance of duties or discharge of his legal obligations. Due regard to the role and function of the concerned employee shall be had before giving him access to unpublished price sensitive information, in addition to seniority and professional designation.
Penalty for contravention of code of conduct
Any Director / Designated Employee who trades in securities or communicates any information for trading in securities, in contravention of the Code of Conduct may be penalized and appropriate action may be taken by the Company.
Directors / Designated Employees of the Company who violate the code of conduct shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligible for future participation in employee stock Option plans, etc.
The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Reporting to Audit Committee and Board of Directors
The Compliance Officer shall provide a report to the Board of Directors through the Audit Committee with regard to implementation and operation of this Code periodically and at least once in every financial year.
Maintenance of Records and Registers
The Compliance Officer shall maintain:
Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015
In case it is observed by the Company/Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI shall be informed by the Company.