Employee Share Dealing Code (Insider Trading Policy)
1. Introduction
With a view to govern the conduct of insiders on matters relating to insider trading, the Securities and Exchange Board of India (SEBI) had formulated Insider Trading Regulations. The said Regulations recommends a code of conduct for insider trading to be adopted. In furtherance of the Adian’s commitment to good corporate governance practices, Adian (“Company”) had adopted an Employee Share Dealing Code.
2. Purpose
This self-regulated Code is applicable to all employees of the Adian and its present and future subsidiary companies to maintain the highest ethical standards of dealing in shares of the Company.
The provisions of the Code are designed to take care:
a) Prohibit Employees and their Dependent Family Members from misuse of price sensitive information.
b) To regulate, monitor and report trading by partners, employees and other connected persons towards achieving compliance with the Regulations.
3. Definitions
In this Policy, the following expressions including their grammatical variations and cognate expressions shall have the following meaning and irrespective of whether such terms are used before or after this clause:
a) Act: means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
b) Compliance Officer: means any senior officer, designated so and reporting to the Management, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the Regulations and who 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of this Code under the overall supervision of the Board
c) Connected Person: shall have the meaning ascribed to such term under the Regulations, and will include all employees and partners of the Company.
d) Designated Persons means (i) Promoters (ii) Partners (iii) Key Managerial Personnel (iv) Executive Committee members of the Company and (v) All employees in Managed Services Division
The Designated persons include their immediate relatives and any persons for whom such designated persons to take trading decisions. It is the responsibility of the designated person to take pre-trading approval, disclose to the Company their immediate relatives and any persons for whom such designated person take trading decision and their holding under this code.
e) Insider means any person who is (i) a designated person; or (ii) in possession of or having access to unpublished price sensitive information;
f) Trading: means and includes subscribing, buying, selling, dealing or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly;
g) Trading day: means a day on which the recognized stock exchanges are open for trading;
h) Unpublished Price Sensitive Information (UPSI) : means any information, relating to a 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 and shall, ordinarily including but not restricted to, information relating to the following: – (1) financial results; (2) dividends; (3) change in capital structure; (4) mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business; (5) and such other transactions; (6) transactions in securities effected by any Client of Adian for its clients; and (7) investment advice given by any client of Adian to its clients.
4. Role of Compliance Officer
a) The Compliance Officer shall report to the Management periodically.
b) The Compliance Officer shall be responsible for setting forth Policies, Procedures, monitoring adherence to the Rules for the preservation of UPSI, pre‐clearing the Trades of Directors and Designated Persons and their immediate relatives, monitoring of Trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors of the Company.
c) The Compliance Officer shall assist all the Employees in providing any clarifications regarding the Regulations and this Code of Conduct.
d) The Compliance officer shall be responsible for compliance of this code of conduct and other requirements under the Insider Trading Regulations including setting forth the policies, procedures, maintenance of records, monitoring of trades and the implementation of the code of conduct under the overall supervision of the Board of Directors of the Company.
e) The Compliance Officer shall maintain a record of all the declarations / disclosures in the appropriate form given by the designated persons for a minimum period of five years.
f) The Compliance Officer shall maintain a list of designated persons and their immediate relatives, affected persons and any changes thereto.
5. Preservation of Unpublished Price Sensitive Information
a) No Designated person shall either on his own behalf or on behalf of any other person, deal in Securities when in possession of any unpublished price sensitive information of the said security.
b) No Designated person shall communicate, counsel or procure directly or indirectly any unpublished price sensitive information to any person who while in possession of such unpublished price sensitive information shall not deal in Securities.
c) Designated Employees 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 the Securities.
d) Unpublished Price Sensitive Information is to be handled on a “need to know” basis, i.e. 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.
e) No connected person shall communicate, provide, or allow access to any unpublished price sensitive information, which a connected person is reasonably expected to have in the course of his/her association with the Company to any person except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations or as otherwise provided under the Regulations.
6. Prevention of Misuse of Unpublished Price Sensitive Information
All the Designated Person of the Company shall be subject to trading restrictions as given below:
a) Pre-clearance of Trades
b) Designated persons may trade in securities only after obtaining an approval of the Compliance Officer.
c) The Compliance Office shall not approve any proposed Trade by Designated Person if the compliance office determines that such designated person is in possession of UPSI.
d) An application in the prescribed manner shall be made to the Compliance Officer by the Designated Persons indicating the estimated number of Securities that such person intends to deal in, details of Depository and such other information as may be prescribed by the Company
e) Every approval shall be dated and shall be valid for a period of three trading days from the date of approval. In the absence of Compliance Officer due to leave etc., the officer designated by him/ her from time- to- time shall discharge the function above.
7. Trading rules
All the Designated Person of the Company shall be subject to trading restrictions as given below:
a) Trading in securities is permitted only in equity cash segment of recognised stock exchanges.
b) Derivates transaction for any asset class – equities, equity indices, commodities, currencies, etc. are not permitted.
c) All trades undertaken must be settled viz. purchase trades must be settled by payment of proceeds and evidenced by credit in demat account & sale trades must be settled by delivery of securities and credit in bank account; i.e. intraday trades are NOT permitted.
d) All Securities purchased are required to be held for a period of minimum three months. Approval from the Compliance Office is required to be taken prior to disposal of any security held for any lower than prescribed period of three months, by providing justification for undertaking such transaction.
8. Disclosure and reporting requirements
All the Designated Person of the Company shall be required to disclose:
(a) at the time of joining Adian / applicability of this Policy and
(b) periodically on half yearly basis –
the following
(i) Transaction Statement and (ii) Holding statement
9. Compliance Officer
Mr. Prashant Chari is the designated Compliance Officer for the purpose of this policy,
[email protected] is the designated email address for seeking pre trade approval.
Format for seeking pre trade approval from the Compliance Officer:
APPLICATION FOR PRE-CLEARANCE OF TRADES
Date: ___________________
From:
Name of employee: |
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In whose Name will the shares be traded |
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Broking Details [Broker Name & Code] |
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Demat Details [Account from where securities will be debited/credited] |
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I wish to deal in the following scrips, the details of which are as under:
Name of the company | Order Type (Buy/ Sell) | Quantity |
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I hereby declare the following (“I”/”me”/”my” includes myself, my dependent relatives and connected entities):
- I shall take delivery of the security being purchased.
- I am holding these listed equity shares for a period of more than 30 days.
- The transaction being executed by me is not based on access to or receipt of any price sensitive information by virtue of my office till the signing of this undertaking and I believe that the same will not amount of self-dealing.
- In case, I have access to or receive “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction I shall completely refrain from dealing in the securities of the client company till the time such information becomes public.
- I have not contravened the code of conduct for prevention of insider trading as specified by Adian Services LLP from time to time.
- I have made full and true disclosure in the matter.
- I undertake to complete the said transaction within a period of 2 days from the date of pre-clearance approval.
Name and signature of the Employee/Director
Format for the disclosure of periodic transactions and holdings
Format for Disclosure of Transactions – MENTION PERIOD
Date:
To
The Compliance Officer,
Adian Services LLP
Dear Sir/Madam,
I, ______________________________ hereby inform that the following are my immediate relatives:
Immediate Relative details
Sr. No. | Name of the Holder | Relationship | Mobile | |
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Following are the Demat and Trading accounts as on (date) held by myself and my immediate relatives:
Demat Account details
Sr. No. | DP ID | Name of DP | Client ID | Name of the Holder |
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Trading Account details
Sr. No. | Client Code (UCC) | Name of Member | Exchange | Name of holder |
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In connection with the transaction(s) undertaken during the above period, I hereby undertake to preserve, for a period of 7 years and produce to the Compliance officer / SEBI all/any of the following documents:
- Broker contract note.
- Proof of payment to/from brokers.
- Extract of bank passbook/statement (to be submitted in case of demat transactions).
- Copy of Delivery instruction slip (applicable in case of sale transaction).
I undertake to hold the above securities for a minimum period of three months. In case there is any urgent need to sell these securities within this period, I shall approach the Compliance Officer for necessary approval with justifications/reasons for the same. (applicable in case of purchase / subscription).
I declare that in case of any change in the abovementioned data then it is my responsibility to inform to the company.
I declare that all the transactions in the report period were undertaken without access to any unpublished price sensitive information and after receiving the pre trade approvals.
I declare that the above information is correct and that no provisions of the Company’s Code and/or applicable laws/regulations have been contravened for effecting the above said transactions(s).
I enclose the following for self and my immediate relatives –
(i) Transaction statement for the half year period MENTION PERIOD
(ii) Holding statement as on MENTION DATE
OR
p I hereby declare that neither me nor any of my immediate relatives have traded in the securities market for the reporting period and do not hold any securities as on 30/09/2024 and do not hold any demat and trading accounts.
Signature |
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Name |
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Enclosures:
1. Transaction Statement.
2. Demat holding statement.
