Insider Trading

As amended on 10.09.2009

 

 

The Shipping Corporation of India Ltd. (hereinafter referred to as “the Company”) has appointed Shri Dipankar Haldar, Company Secretary, as the Compliance Officer, who shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of “Price Sensitive Information”, pre-clearing of designated employees’ and their dependents’ trades, as defined elsewhere in this Code of Conduct, through respective Division / Department Heads, monitoring of trades and the implementation of the Code of Conduct under the overall supervision of the Board of the Company.

 

The Compliance Officer shall report to the Chairman & Managing Director of the Company.

 

The Compliance Officer would maintain a record of the designated employees and any changes made in the list of designated employees.

 

The Compliance Officer would assist all the employees in addressing any clarification regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Company’s Code of Conduct.

 

 

The designated employees shall include the following:

 

a. All Directors, including Chairman & Managing Director, full-time Directors and Non-Executive Directors, including Government Directors.

 

b. Executive Directors / Senior Vice Presidents.

 

c. Vice Presidents.

 

d. All employees in the Finance & Accounts, Board Secretariat and IS Department and Accounts personnel in Profit Centres.

 

e. Officers dealing with budgeting/monitoring of results in the Profit Centres.

 

f. All employees in the Secretariats of Chairman & Managing Director, full-time Directors and Executive Directors / Senior Vice Presidents.

 

 

The dependent family members for the purpose of this Code of Conduct shall cover the following:

 

a. Dependent parents

 

b. Dependent children

 

c. Dependent spouse

 

d. Any other person(s) dependent on the designated employee

 

“Working Day” shall mean the working day when the regular trading is permitted on the stock exchanges where the securities of SCI are listed.

 

 

Employees/Directors 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 securities.

 

Unpublished price sensitive information is to be handled on a “need to know” basis, i.e., unpublished price sensitive information shall be disclosed only to the Chairman & Managing Director, Director (Finance), Senior Vice President (Accounts), the officer dealing with Accounts closing, 2 other officers nominated by Director (Finance), designated officer in Budgeting & Control Department and Statutory Auditors.

 

All non-public information directly received by any employee should immediately be reported to the Head of the Division / Department.

 

 

Files containing confidential information shall be kept secure.  Computer files must have adequate security such as login passwords, password protected files, etc.

 

 

The designated employees shall be subject to trading restrictions as enumerated below:

 

 

a. From 15th March up to twenty four hours after the announcement of the annual financial results (and dividend, if any) to the Stock Exchanges.

 

b. From 15th June up to twenty four hours after the announcement of the first quarter financial results to the Stock Exchanges.

 

c. From 15th September up to twenty four hours after the announcement of the second quarter financial results to the Stock Exchanges.

 

d. From 15th December up to twenty four hours after the announcement of the third quarter financial results to the Stock Exchanges.

 

 

Information in regard to the following cases shall be considered as price sensitive information:

a. Declaration of dividends (interim and final)

b. Issue of securities by way of public/rights/bonus, etc.

 

c. Any major expansion plans or execution of new projects.  For the purpose of this clause, major expansion plans shall mean “increase in DWT by 15% or more.

 

d. Amalgamation, mergers, takeovers and buy-back

 

e. Disposal of whole or substantially the whole of the undertaking

 

f. Any changes in policies, plans or operations of the Company

 

In the above cases, the Trading Window shall remain closed from the date of circulation of the relevant agenda item to the Board of Directors, and shall open 36 hours after close of the Board Meeting, at which decisions in respect of such events are taken.

 

When the Trading Window is closed, the designated employees shall not trade in the Company’s securities in such period.

 

The opening and closing of the Trading Window will be notified to the designated employees of 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.

 

 

The designated employees of the Company and their dependent family members who intend to deal in the securities of the Company above the limit of Rs. 5 Lakhs in value or 25,000 shares or 1%, whichever is less per quarter (either in one transaction or in a series of transactions) should pre-clear the transactions as per the pre-dealing procedure i.e. an application to be made (form in which the application to be made would be notified by the Company) to the Compliance Officer indicating the estimated number of securities that the designated employee intends to deal in, the details as to the depository with which he/she has 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.  The application shall be accompanied by an undertaking to be executed in favour of the Company by such designated employee (format of the undertaking would be notified by the Company) incorporating, inter alia, the following clauses, as may be applicable:

 

a. That the designated employee does not have any access or has not received price sensitive information up to the time of signing the undertaking.

 

b. That in case the designated employee 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.

 

c. That he/she has not contravened the code of conduct for prevention of insider trading as notified by the Company from time-to-time.

 

d. That he/she has made a full and true disclosure in the matter.

 

 

All Designated employees and their dependent family members shall execute their order in respect of securities of the Company 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 employee must pre-clear the transaction again.

 

All the designated employees and their dependent family members who buy or sell any number of shares of the Company shall not enter into any opposite transaction i.e., sell or but any number of shares during the next six months following the prior transaction. All the designated employees shall also not take position in derivative transactions in the shares of the Company at any time.

 

In case of subscription in the primary market (IPO), 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.

 

 

Initial Disclosure
Any person (substantial shareholders) 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 by such person on becoming such holder, within 2 working days of (i) the receipt of intimation of allotment of shares; or (ii) the acquisition of shares or voting rights, as the case may be.

 

Designated employee shall disclose to the Company the number of shares or voting rights held and positions taken in derivatives by him or his dependent family members, within 2 working days of becoming the designated employee.

 

Initial disclosure of the number of shares and other securities held by the designated employees as on 31.03.2002 and quarter-wise disclosure for subsequent period up to the date of the circular shall be made within one month hereafter i.e., by 29.10.2002. 

 

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 their shareholding or voting rights, even if such change results in shareholding falling below 5% and such change exceeds 2% of total shareholding or voting rights from the last disclosure made to the Company.

 

All designated employees shall disclose to the Company the total number of shares or voting rights held and change in shareholding or voting rights (including in the case of their dependent family members), if there has been a change in such shareholding since the last disclosure made to the Company and such change exceeds Rs. 5 lakhs in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower.

 

The above continual disclosure shall be made to the Company within 2 working days of (i) receipt of intimation of allotment of shares or (ii) the acquisition or sale of shares or voting rights, as the case may be.

 

Periodicity of reporting of the transactions in securities shall be on a quarterly basis, which would also include the cases where pre-clearance is also required. The employee concerned shall submit his/her report within 15 days from the close of the previous quarter.

 

Annual disclosure of number of shares and other securities held as on 31st March, including details of purchase/sale of shares and other securities during the financial year shall be made within 30 days from the close of each financial year.

 

The Compliance Officer shall maintain the records of all the declarations given in the appropriate form for a minimum period of 3 years.

 

The Compliance Officer shall place before the Chairman & Managing Director on a monthly basis all the details of the dealing in the securities by designated employees of the Company (including ‘Nil’ report, if any) and the accompanying documents that such person had executed under the pre-dealing procedure as envisaged in this code.

 

Any employee/officer/director who trades in securities or communicates any information for trading in securities, in contravention of this Code of Conduct would be penalized and appropriate action against her/him would be taken by the Company.

 

The employees/officers/directors of the Company who violate the Code of Conduct shall also be liable to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.

 

The action taken by the Company against the employee shall not preclude SEBI from taking any action, as it may deem fit, in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992.

 

S. Hajara
Chairman & Managing Director
Date :  10.09.2009

Place: Mumbai