Duties of Compliance Officer

Unpublished Price Sensitive Information is to be handled on a "need to know" basis, i.e., Price Sensitive Information should be disclosed only to those within the company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 information.

Files containing confidential information shall be kept secure. Computer files must have adequate security of login and pass word, etc. Files containing confidential information should be deleted / destroyed after its use. Shredder should be used for the destruction of physical files.

The period prior to declaration of price sensitive information is particularly sensitive for transactions in the Company's securities. This sensitivity is due to the fact that the Directors, Officers and Designated Employees will, during that period, often possess unpublished price sensitive information.

During such sensitive times, the Directors, Officers and Designated Employees will have to forego the opportunity of trading in the Company's securities.

The Directors, Officers and Designated Employees of the Company shall not deal in the securities of the Company when the trading window is closed. The period during which the trading window is closed shall be termed as prohibited period.

1.	Declaration of Financial results (quarterly, half-yearly and annual)
2.	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.	Amalgamation, 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 disruption of operations due to natural calamities;
8.	Commencement of any new commercial production/commercial operations where the contribution therefrom is likely to exceed 5% of the total turnover of the Company during that financial year;
9.	Developments with respect to changes in pricing/realisation on goods and services arising out of changes in government policy;
10.	Litigation/dispute with a material impact;
11.	Revision of credit ratings assigned to any debt or equity instrument of the Company;
12.	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;

The period of closure shall be effective from 1st day of the month in which the meeting of the Board of Directors is proposed to be held or from the date of circulation of agenda papers pertaining to the subject referred above, whichever is longer, upto 24 hours after the information is submitted to the Stock Exchange.

The trading window shall be opened 24 hours after the information referred in 4.3 and 4.4 is made public.

All Directors, Officers, Designated Employees of the company shall conduct all their dealings in the securities of the Company only during the free period and shall not deal in any transaction involving the purchase or sale of the Company's securities during the prohibited periods or during any other period as may be specified by the Company from time to time.

An application for pre-clearance of trade may be made in Form 'A' to the Compliance Officer.

An undertaking shall be executed in favour of the company by such Designated Employee, Director, Officer incorporating, inter alia, the following clauses, as may be applicable:

1.	That the employee/ director/officer does not have any access or has not received "Price Sensitive Information" up to the time of signing the undertaking.
2.	That in case the Designated Employee, Director, Officer has access to or receives "Price Sensitive Information" after the signing of the undertaking but before the execution of the transaction he or she shall inform the Compliance officer of the change in his position and that he or she would completely refrain from dealing in the securities of the company till the time such information becomes public.
3.	That he or 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 or she has made a full and true disclosure in the matter

The Compliance Officer shall on receiving an application provide the Director, Officer, Designated Employee with an acknowledgement on the duplicate of the application.

The Compliance Officer shall grant approval within 2 days from the date of acknowledgement.

The Compliance Officer shall retain copies of all applications & acknowledgements.

In exceptional circumstances consent may not be given if the Compliance officer is of the opinion that the proposed deal is on the basis of possession of any unpublished Price sensitive information. There shall be no obligation to give reasons for any withholding of consent.

If so requested by the Compliance Officer, Director, Officer, Designated Employee must ensure that his stock broker is authorised to disclose to the Company all matters relevant to his share dealings.

All Directors, Officers and Designated Employees 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 Directors, Officers and Designated Employees must pre clear the transaction again.

All Directors, Officers and Designated Employees shall hold their investments in securities for a minimum period of 30 days irrespective of mode of acquisition in order to be considered as being held for investment purposes.

In case the sale of securities is necessitated by personal emergency, the compliance officer may waive the holding period after recording in writing his or her reasons in this regard. An application for waiver of holding period shall be made to the Compliance Officer in Form 'B'.

Every Director, Officer and Designated Employee of the Company on being appointed as such shall disclose to the Company, in Form 'A', the number of shares or voting rights in the Company held by him and their dependent members within 4 working days of becoming a Director or Officer or Designated Employee of the Company.

1.	Every Director and Officer of the Company shall disclose to the Company, in Form 'C', the number of shares or voting rights in the Company held by him and change in his shareholding or voting rights from the last disclosure made under this Clause or under Clause 6.1, if such change exceeds Rupees One lakh in value or 2,000 shares or 2% of the total shareholding or voting rights, whichever is lower or any revised limits notified by SEBI from time to time "Change" means a net change arrived at after taking netting off purchases and sale of securities.
2.	The aforesaid disclosure has to be made within 4 working days of :-
	a. the receipt of intimation of allotment of shares; or b. the acquisition or sale of shares or voting rights as the case may be
3.	The disclosures under this Clause shall be sent to the Compliance Officer of the Company.

All Directors, Officers, Designated Employees and their dependent family members dealing in the Securities of the Company shall be required to forward following details of their Securities transactions including the holdings of dependent family members to the Compliance officer:

Within 5 days of the receipt of the information under Clause 5.1 and 5.2, the Compliance Officer shall disclose to all Stock Exchanges on which the Company is listed, the information received.

The Compliance officer shall maintain records of all the declarations in the appropriate form given by the Directors, Officers and Designated Employees for a minimum period of three years.

The Compliance officer shall place before the Managing Director, on a monthly basis all the details of the dealing in the securities by the Designated Employees, Directors, Officers of the company and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.