CODE OF CONDUCT TO REGULATE, MONITOR, AND REPORT TRADING BY INSIDERS
M.R. Organisation Limited (the "Company") is a Public Limited Company whose equity shares are listed on the National Stock Exchange of India Limited on Emerge ITP Platform and are subject to the rules and regulations issued by the Securities and Exchange Board of India (SEBI).
The Company has formulated a Code called "Code of Conduct to Regulate, Monitor and Report Trading by Insiders as per SEBI(Prevention of Insider Trading) Regulations, 2015" which was approved by the Board of Directors of the Company.
This Code replaces / substitute/repeal the Code of Prevention of Insider Trading of the Company prepared in compliance with the provisions of the SEBI (Prevention of Insider Trading) Regulations, 1992.
This Code shall be applicable to all the Directors, designated persons and other connected persons as defined in the SEBI (Prevention of Insider Trading) Regulations, 2015 and also to the Promoters of the Company.
The following terms used herein shall have the meaning assigned to the term as under:
"Act" means the Securities and Exchange Board of India Act, 1992.
"Compliance Officer" means the Company Secretary of the Company being financially literate and is capable of appreciating requirements for legal and regulatory compliance under the Insider Trading Regulations and shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in the Insider Trading Regulations, under the overall supervision of the Board of Directors o f the Company.
"Connected Person" means,
Any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary, or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established,
An immediate relative of connected persons specified in clause (1) or
A holding company or associate company or subsidiary company or
An intermediary as specified in section 12 of the Act or an employee or director thereof; or
An investment company, trustee company, asset management company or an employee or director thereof; or
An official of a stock exchange or of clearing house or corporation; or
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 or
A member of the board of directors or an employee, of a public financial institution as defined in section 2(72) of the Companies Act, 2013; or
An official or an employee of a self-regulatory organization recognized or authorized by the Board; or
A banker of the company or
A concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten percent of the holding or interest;
"Company" means M.R. Organisation Limited
"Insider" means any person who is:
A connected person; or
In possession of or having access to unpublished price price-sensitivemation.
"Insider Trading Regulations"
"Insider Trading Regulations" means the SEBI (Prohibition of Insider Trading Regulations), 2015 as amended from time to time.
"Immediate relative/s" means the spouse of a person, parent, sibling and child of such person or of the spouse, any of whom is either dependent financially on such person or consults such person in taking decisions relating to trading in securities.
"Key Managerial Person"
"Key Managerial Person"shall mean:
The chief executive officer or the managing director
The Company Secretary
The whole-time director
The chief financial officer
Any other officer as may be prescribed as Key Managerial Person under the provisions of the Companies Act, 2013
"Promoter" shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modifications thereof.
"Securities" means equity shares of the Company listed on stock exchanges.
"Takeover Regulations" means SEBI (Substantial Acquisitions of Shares and Takeover) Regulations, 2011 and any amendments, thereto.
"Trading" means subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities of the Company and "trade" shall be construed accordingly.
"Trading day"means a day on which the recognized stock exchanges are open for trading.
"Unpublished price sensitive information"
"Unpublished price sensitive information" means any information relating to the company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities of the Company and shall, ordinarily include bur not restricted to information on relating to the following :
Change in capital structure
Mergers, de-mergers, acquisitions, delistings, disposals, and expansion of business and such other transactions
Changes in key managerial personnel
Material events in accordance with the listing agreement.
PRESERVATION OF PRICE-SENSITIVE INFORMATION
However, the board of directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for limited purpose and shall not otherwise trade in securities of the company when in possession of unpublished price sensitive information.
No insider shall communicate, provide, or allow access to any unpublished price sensitive information, relating to a Company or securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, the performance of duties or discharge of legal obligations.
No person shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to a Company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, the performance of duties, or discharge of legal obligations.
Notwithstanding anything contained in this regulation, unpublished price sensitive information may be communicated, provided, allowed access to or procured, in connection with a transaction that would:–
entail an obligation to make an open offer under the takeover regulations where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company;
not attract the obligation to make an open offer under the takeover regulations but where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company and the information that constitute unpublished price sensitive information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the board of directors may determine.
All information shall be handled within the Company on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of the insider's legitimate purposes, the performance of duties or discharge of his legal obligations. "need to know" basis means that 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. Any person receiving such unpublished price-sensitive information shall disclose the same to any other person within the Company only on a need to know basis with appropriate authorization from the Managing Director or head of the concerned division of the Company.
PROHIBITION ON INSIDER TRADING
Files and documents containing price-sensitive information shall be kept secured. Computer files must have adequate security of login and password or in any other manner.
No insider shall :
Misuse any unpublished price sensitive information for dealing in securities of the Company; or
Advice any other person to deal in securities of the Company on the basis of unpublished price-sensitive information.
TRADING WINDOW AND WINDOW CLOSURE
The designated persons may execute trades subject to compliance with these regulations, within the trading window. No trade is allowed when by a designated person (including their immediate relatives) in shares of the Company when the trading window is closed.
The 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.
An insider shall be entitled to formulate a trading plan and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried on his behalf in accordance with such plan.
Every promoter, key managerial personnel and director of company shall disclose his holding of securities of the Company.
Every person on appointment as a key managerial personnel or a director of the Company or upon becoming a promoter shall disclose his holding of securities of the Company as on the date of appointment or becoming a promoter, to the Company within seven days of such appointment or becoming a promoter.
Every promoter, employee and director of every Company shall disclose to the Company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakhs rupees or such other value as may be specified;
A Company shall notify the particulars of such trading to the stock exchange within two trading days of receipt of the disclosure or from becoming aware of such information.
PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT
Any designated person who trades in securities or communicates any information for trading in securities, in contravention of this Code shall also be subject to disciplinary action by the Company, and may be penalized which may include wage freeze, suspension, ineligibility for future participation in securities of the Company.
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.
AMENDMENTS TO THE POLICY
The Audit Committee of the Company may from time to time review and make recommendations to the Board to amend this policy.
Any or all provisions of this policy would be subject to the revision/ amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions laid down under this policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc.