| Part A –
Definitions |
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'Insider
Trading' : When insiders use unpublished price sensitive
information to arrive at securities trading (including buying as
well as selling) decisions, the action is referred to as insider
trading; |
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'Insider'
means any person who is or was a "Connected Person" or
a "Deemed Connected Person" and who is reasonably expected
to have access to unpublished price sensitive information in respect
of securities of a company or who has received or has had access
to such unpublished price sensitive information. |
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'Company' means Subros
Ltd.; |
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'Compliance Officer' means
the Company Secretary of the Company; |
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'Connected Persons' means
any person who |
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| 1. |
Is a director of the company; or |
| 2. |
An
officer or employee of the company; or |
| 3. |
Has
a professional or business relationship with the company |
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'Deemed Connected Persons'
means and includes: |
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| 1. |
Any
group company, company under the same management or subsidiary
of the Company; |
| 2. |
Dependent Family Members of Connected Persons; |
| 3. |
Bankers of the Company; |
| 4. |
Merchant
Banker, Share Transfer Agent, Registrar to an issue, Debenture
Trustee, Broker, Portfolio Manager, Investment Advisor, Sub-broker
or any employee thereof having a fiduciary relationship with
the Company; |
| 5. |
Trustees of any
trust the beneficiaries of which include any of the Connected
Persons; |
| 6. |
Trustees
of any trust who are conferred with the Power of Attorney
to act on behalf of beneficiaries in respect of securities
of the Company; |
| 7. |
Any
person who was a connected person, whether temporary or permanent
six months prior to an act of insider training; |
| 8. |
Persons
having professional or business relationship between themselves
and the company, whether temporary or permanent and by virtue
of such relationship are expected to be in possession of price-sensitive
information; |
| 9. |
Any
other person or category of persons mentioned in Regulation
2 of the SEBI (Prohibition of Insider trading) Regulations,
1992; |
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'Dealing in
Securities' means buying, selling or agreeing to subscribe,
sell or deal in any securities either as principal or agent and
includes exercising of options; |
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'Officer'
means and includes any employee of the Company in the rank of Assistant
General Manager and above; |
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'Designated Person' shall
mean: |
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| 1. |
All Directors, Executive and Non-Executive; |
| 2. |
All officers of the level of Assistant General Managers and
above; |
| 3. |
All employees of Corporate Affairs/Secretarial Department; |
| 4. |
All employees of Corporate Accounts & Finance Department; |
| 5. |
Other
employees as may be designated by the Compliance Officer in
consultation with the Chairman and Managing Director of the
Company from time to time. |
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'Dependent
Family Members' shall mean the employee's spouse, dependent
parents and dependent children; |
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'Price Sensitive
Information' any information which relates directly or
indirectly to a company and which if published is likely to materially
affect the price of securities of Company. |
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Explanation : The following shall be deemed
to be price sensitive information:- |
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| 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. |
Amalgamation, mergers
or takeovers; |
| 6. |
Disposal of the
whole or substantial part of the undertaking; |
| 7. |
Any significant
changes in policies, plans or operations of the company. |
| 8. |
Disruption of operations
due to natural calamities; |
| 9. |
Commencement
of any new commercial production or commercial operations
where the contribution therefrom is likely to exceed 5% of
the total turnover of the Company during that financial year; |
| 10. |
Developments
with respect to changes in pricing / realisation on goods
and services arising out of changes in government policy; |
| 11. |
Litigation/dispute
with a material impact; |
| 12. |
Revision of credit
ratings assigned to any debt or equity instrument of the Company; |
| 13. |
Any
information which, if disclosed, in the opinion of the person
disclosing the same is likely to materially affect the prices
of the securities of the Company; |
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'Prohibited Period' means; |
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| 1. |
Period
beginning with the first day of the month in which the Board
of Directors are to consider any price sensitive information
and ending after 24 hours from the time the Price Sensitive
information is made public. |
| 2. |
Such
other period as may be specified by the Compliance Officer
from time to time in consultation with the Chairman &
Managing Director. |
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Illustrations of Prohibited Period |
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| Date of Board Meeting |
October 29, 2005 |
| Date of commencement of Prohibited Period |
October 01, 2005 |
| Date of conclusion of Prohibited Period |
October 30, 2005 |
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(24 hours after the conclusion of the Board
Meeting) |
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'Free Period' means any
Period other than the Prohibited Period. |
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Words
and expressions not defined in these Regulations shall have the
same meaning as contained in SEBI (Prohibition of Insider Trading)
Regulations, 1992 or the Securities and Exchange Board of India
Act, 1992. |
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