Terms & conditions

  1. Applicability

    This code shall apply to:
    This code outlines fundamental considerations of professional and ethical conduct. It is applicable to the Board of Directors, members of the Committees, all employees at one level below the Board including functional heads and their dependents (hereinafter collectively referred to as 'the Team').

  2. Definitions

    In this code, unless the context otherwise requires:-

    1. Hereinafter "Company" means Kanco Tea & Industries Limited.

    2. "Compliance Officer" means a person designated as compliance officer by the Board of Directors, from time to time for implementation of this code under the overall supervision of the Board of Directors.

    3. "Dependants" means spouse, unmarried daughter, dependent children and parents.

    4. "Price Sensitive Information" means any information which relates directly or indirectly to the company and which if published is likely to materially affect the price of securities of the company;

      Explanation: - The following shall be deemed to be "Price Sensitive Information ":-

      1. Periodical Financial results (quarterly, half-yearly and annually) 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 securities of company.
      5. Amalgamation, mergers,takeovers and buy-back.
      6. Disposal of whole or substantial part of the undertaking; and
      7. Significant changes in policies, plans or operations of the company.
    5. "Securities" shall include all listed

      1. Equity shares;
      2. Preference shares;
      3. Debentures;
      4. Derivatives; and
      5. Future and options
    6. "Trading Window" means a trading period for trading in securities of Company.

  3. Preservation of "Price Sensitive Information"

    1. "Price Sensitive Information" shall be maintained confidential by the Team and shall not be passed to any person directly or indirectly by way of making a recommendation for purchase or sale of securities.

    2. "Price Sensitive Information" shall be disclosed only to those within the company who need the information to discharge their duty.

    3. Files containing confidential information shall be kept secure.

  4. Trading Window

    1. Trading window shall remain open for trading of securities of company except in the conditions enumerated in clause 4.2.

    2. Closing Period of Trading Window

      Trading window shall be closed:

      1. 24 hours before:-

        1. Declaration of dividends (interim and final)
        2. Declaration of Financial results (quartly, half-yearly and annually)
        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. Significant changes in policies, plans or operations of the company; or
      2. for such period, as may be specified by the Board of Directors, from time to time.

        Provided that the Trading Window shall reopen 24 hours after information referred above made public.

    3. The Team shall conduct all their dealings in the securities of the company only in a valid trading window and shall not deal in any transaction involving purchase or sale of securities of company during the period when trading window is closed, as referred to in clause 4.2

    4. In case of ESOPs, if any, exercise of option shall be allowed when trading window is closed. However, sale of shares, which are allotted on exercise of ESOPs, shall not be allowed when trading window is closed.

  5. Pre-clearance of trades

    1. The Team who intend to deal in the securities of the company as agent/principal above 100 no. of securities or transaction value of Rs.10,000/- which ever is less, shall be required to pre-clear the transaction as per the predealing procedure as described hereunder

    2. An application in "Form PIT-P", as prescribed in Schedule I, shall be made to compliance officer, after obtaining the approval of Departmental Head/Head of office, if any, indicating the estimated number of securities that The Team intends to deal in and details of depository with which he has a security account.

    3. Further an undertaking as prescribed in Schedule II shall also be filed by The Team in favour of the Company.

    4. All the above mentioned sub clauses of this clause will apply to the Compliance Officer for pre-clearance of trade above the limit specified in clause 5.1 and he shall obtain all permissions from Whole-time Director of the Company.

  6. Other Restrictions

    1. The Team shall execute their order in respect of securities of the company within one week after approval of pre-clearance is given. If order is not executed with in one week after the approval is given, the Director/ Officers /Designated Employee must pre clear the transaction again.

    2. The Team who buy or sell any number of shares of the company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months ( As per prevailing SEBI Regulations) following the prior transaction. The Team shall also not take positions in derivative transactions, if any 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."

    3. In case the sale of securities is necessitated by personal emergency, holding period may be waived by the compliance officer after recording in writing his reasons in this regard.

  7. Reporting Requirements for transactions in Securities

    1. Initial Disclosure

      The Team shall be required to forward details (as per Form 'B' in Schedule II) of all holdings in securities or voting rights held and positions taken in Equity Shares/ Preference Shares or derivatives, if any, by such person and his dependents to the Compliance Officer at the time of joining of the company with in 2 working days of joining/appointment.

    2. Continual Disclosure

      The Team shall be required to forward following details of their securities transactions: -

      1. Quarterly Statement in "Form PIT-Q",as prescribed in Schedule II of any transactions in securities of the company within 30 days from the end of the quarter. However, no statement is required to be given if there is no transaction between two quarters.
      2. Annual statement in "Form PIT-A", as prescribed in Schedule II of all holdings in securities within 30 days from the end of the financial year.

        Further The Team shall be required to forward following details of their securities transactions to the Company and the Stock Exchange where the securities are listed:

        1. A statement in "Form D", as prescribed in Schedule II, if the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings of such person and his dependents from the last disclosure made under this sub-regulation, and the change exceeds Rs. 1 lakh in value or 5,000 shares or 1% of total shareholding or voting rights, whichever is lower within 2 working days of receipt of intimation of allotment of securities/acquisition/ sale of securities or voting rights as the case may be.
    3. The compliance officer shall maintain a record of all the declarations given by The Team for a minimum period of three years.

    4. The Compliance Officer shall place before the Whole-time Director or a committee specified by the company, on a monthly basis all the details of dealing in the securities by The Team and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.

  8. Penalty for contravention of code of conduct

    1. The Team who trades in securities or communicates any information for trading in securities in contravention of the code of conduct shall be subject to disciplinary action by the company, which may include wage freeze, suspension, and ineligibility for promotions and future participation/allotment in ESOPs.

    2. The action by the company shall not preclude SEBI from taking action in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992.

  9. Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading), Regulations, 1992

    1. In case it is observed that there has been a violation of SEBI (Prohibition of Insider Trading), Regulations, 1992, SEBI shall be informed by the company.

© Copyright reserved by kanko 2011.
Terms & Condition