Insider Trading Regulations

1. Definitions 

Some of the important definitions are given below:

1.1 "Company" means Ansal Properties and Infrastructure Limited.

1.2 "Compliance Officer" means the Company Secretary of the Company and in his absence any other senior officer of the company appointed by the Board of Directors of the Company as compliance officer for the purpose of this Code from time to time.

1.3 "Dealing in Securities" means an act of subscribing, buying, selling or agreeing to subscribe, buy sell or deal in securities of the Company by any person either as principal or agent. Dealing in securities shall include dealings by a nominee on behalf of the Directors / Officers / Designated Employees and dealings amongst these persons, off market dealings and transfer for no consideration.

1.4 "Dependent Family Members" includes spouse, dependant children and parents

1.5 "Designated Employees" means:

• Officers comprising the top 3 tiers of the Company Management,
• All employees in the Finance and Secretarial Department irrespective of any designation
• Such other employees who may be so designated from time to time by the Company for the purpose of this Code and who may be able to have access to any 'price sensitive information'.

1.6 "Insider" means any person who,
1) is or was connected with the company or is deemed to have been connected with the company, and who is reasonably expected to have access to unpublished price sensitive information in respect of securities of the company, or

2) has received or has had access to such unpublished price sensitive information

1.7 "Officer of a Company" includes any director, manger or secretary or any person in accordance with whose directions or instructions the Board of directors are accustomed to act.

1.8 "Person is deemed to be connected person" if such person is a company under the same management or group or any subsidiary company thereof within the meaning of sub-section (1B) of section 370, or sub-section (11) of section 372, of the Companies Act 1956 or sub-clause (g) of section 2 of the Monopolies and Restrictive and Trade Practices Act, 1969 as the case may be.

1.9 "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 the securities of the company.

 The following shall be deemed to be price sensitive information-

• Periodical financial results of the company;
• Intended declaration of dividend( both interim and final);
• Issue of securities or buy-back of securities;
• Any major expansion plans or execution of new projects;
• Amalgamation, mergers or takeovers or scheme of arrangement etc.;
• disposal of the whole or substantial part of the undertaking;
• any significant changes in policies, plans or operations of the company having material impact on the financial position of the company; and
• Such other information as may materially affect the working of the company.

1.10 "Securities" means any equity shares and all other convertible securities of the company issued from time to time and listed on any recognized stock exchange.

1.11 "Trading Window" means the period during which dealing in company's securities can be carried out.

1.12 "Threshold Limit" means the minimum number of securities or the value of the securities, as decided by the Board of Directors of the company from time to time.

1.13 "Unpublished" means information, which is not published by the Company or its agents and is not specific in nature. Speculative Reports in print or electronic media shall be not be considered as published information.

1.14 "Working Days" means the working days when the regular trading is permitted on the concerned stock exchange/s where securities of the company are listed

1.15 "Regulation" means SEBI (Prohibition of Insider Trading) Regulation 1992, as amended from time to time

2. Role, Responsibilities and Duties of Compliance Officer 

2.1 To set the policies, procedures, monitoring adherence to the rules for preservation of "Price Sensitive Information".

2.2 To monitor transactions requiring pre-clearance

2.3 To pre-clear trading in company's securities by designated employees and their dependents exceeding the threshold limits.

2.4 Monitoring of trades and the implementation of code of conduct under the overall supervision of the Board of the Company

2.5 To maintain records of persons covered in the ambit of "Designated Employees" and changes therein, if any.

2.6 To maintain a list of Unpublished Price Sensitive Information.

2.7 To ensure that computer files are adequately secured

2.8 To specify periods as trading windows and comply with the provisions regarding it.

2.9 To procure the disclosures as and when required.

2.10 To place before the Board all details of dealing in securities by designated employees of the Company.

2.11 To comply with the provisions of Insider Trading Regulations as the SEBI may prescribe from time to time.

2.12 To assist all the employees in addressing any clarification regarding the securities and Exchange Board of India( Prohibition of Insider Trading), Regulation ,1992 and the company's code of conduct

3. Preservation of Price Sensitive Information : 

3.1 All directors/officers/designated employees shall maintain the confidentiality of all Price Sensitive Information. They shall neither deal in the securities of the Company on the basis of Price Sensitive Information nor pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.

3.2 Price Sensitive Information is to be handled on a "need to know" basis. It should be disclosed only to those within the Company who need the information to discharge their duty.

3.3 There shall be limited access to confidential information and Price Sensitive Information. Files containing confidential and Price Sensitive Information can be kept secured and computer files containing these information should be protected with the help of login and passwords, etc.

3.4 Price Sensitive Information directly received by any director/ officer/ designated employee should immediately be reported to the Compliance Officer.

3.5 The Designated Employees should take following steps to advise all the connected persons.

3.5.1 Of his connection with the Company or group companies,

3.5.2 Of the prohibited period during which they cannot deal in the securities of the Company.

3.5.3 Of any other periods when the Designated Employee knows that he/she is not free to deal in the securities of the Company under this Code unless his/her duty of confidentiality to Company/Group Companies prohibits him/her from disclosing such periods.

3.5.4 That they must advise him/her immediately after they have dealt in the securities of the Company.

4. Prevention of misuse of Price Sensitive Information: 

All directors/officers/designated employees of the Company shall be subject to trading restrictions as stated below.

4.1 Trading window: All directors/officers/designated employees of the Company shall conduct all their dealings in the securities of the Company only in a valid Trading Window and shall not enter into any transaction involving the purchase or sale of the Company's securities during the prohibited period, as defined below or during any other period as may be specified by the Company from time to time.

4.2 "Prohibited Period" The following period will be prohibited period:

4.2.1 A period of 7 days prior to the Board Meeting in which unaudited/ audited quarterly, half yearly and annual financial results are declared and 24 hours thereafter.

4.2.2 A period of 7 days prior to the proposal being placed before the Board of Directors and upto 24 hours thereafter, in respect of the following matters:

• intended declaration of interim or final dividend,
• issue of securities by way of public/ rights/ bonus etc. or buy back of securities,
• any major expansion plans or execution of new projects
• amalgamations, mergers or takeovers
• disposal of whole or substantially whole of the undertaking
• any significant changes in policies, plans or operations of the Company.

In case of ESOP's, exercise of options may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOP's shall not be allowed when trading window is closed

4.2.3 Any period when the compliance officer otherwise has reasons to believe that the proposed dealing is in breach of this code or SEBI regulations.

The period for the purpose of paragraph 4.2.2 and 4.2.3 above shall be communicated by the Compliance Officer from time to time.

4.3 The intimation about the period when the Trading Window is closed shall be given by the Compliance Officer, wherever required, through e-mail, circular and/or posting on the website of the Company i.e.www.ansalapi.com

5. Threshold Limit: 

For the time being, 20000 equity shares of Rs.5/- each will be the threshold limit for directors, officers and designated employees.

6. Pre-clearance of Trades 

All directors/officers/designated employees and their dependents of the Company intending to deal in the securities of the Company upto the threshold limit fixed as aforesaid may do so without any clearance from the Compliance Officer. In other case, they should get the transactions pre-cleared as per the pre-dealing procedure as stated hereunder:

6.1 Make an application in the prescribed form, as per Annexure-A, to the Compliance Officer indicating the estimated number of securities that he/she intends to deal in, the details as to the depository with which he/she has a security account etc. The application is to be filed alongwith statement of holding at the time of pre-clearance as per Annexure-B.

6.2 He/she shall execute an undertaking as per Annexure-C in favour of the Company incorporating, therein, interalia, the following clauses, as may be applicable:

6.2.1 That he/she does not have any access or has not received Price Sensitive Information upto the time of signing the undertaking.

6.2.2 That in case he/she 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 position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public.

6.2.3 That he/she has not contravened the Code as notified by the Company from time to time;

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

6.3 The directors/officers/designated employees and their dependents shall execute their transaction in respect of securities of the Company within one week after the approval of pre-clearance is given failing which the transaction has to be pre-cleared again.

6.4 They shall inform the Compliance Officer about the confirmation of deal as per Annexure - D.

6.5 All directors / officers /designated employees who buy or sell any number of shares of the company shall not enter into opposite transaction i.e. sell or buy any number of shares during the next six month following the prior transaction. All directors / officers /designated employees shall not take positions in derivative transaction in the shares of the company at any time

In case of subscription in the primary market (Initial Public Offer) the above mentioned entities shall hold their investments for the period of 30 days. The holding period would commence when the securities are actually allotted.

6.6 In case of personal emergency/exigency, the holding period may be waived by the Compliance Officer after recording in writing the reasons in this regard. The application for waiver of minimum holding period should be as per Annexure-E.

7. Disclosure Requirements 

All Directors/officers/designated employees shall forward the following details of their securities transactions including that of their dependent family members to the Compliance Officer:

7.1 Initial Disclosure

7.1.1 Any person who holds more than 5% shares of the Company* shall disclose to the Company, the number of shares held by him/her, on becoming such holder, (within 2 working days of acquisition of shares or receipt of intimation of allotment of shares). The Disclosure is to be given, as per Annexure - F.

7.1.2 Any person who is a Director/ officer/ designated employee of the Company shall disclose to the Company, the no. of shares held by him/her (within 2 working days of becoming such director / officer/designated employee). The Disclosure is to be given, as per Annexure - G.

7.2 Continual Disclosure

7.2.1 Any person holding more than 5% of shares of the Company* shall disclose to the Company the number of shares held and change in his/her shareholding, even if such change results in shareholding falling below 5%, if such change exceeds 2% of share* (within 2 working days of acquisition or sale of shares or receipt of intimation of allotment of shares) The Disclosure is to be given as per Annexure - H.

7.2.2 Any person who is a Director/ officer / designated employee of the Company shall disclose to the Company, the total no. of Shares and change in shareholding, if the change exceeds Rs.5 lacs in value or 25000 shares or 1% of total shareholding* or voting rights, whichever is lower, (within 2 working days of acquisition or sale of shares). The Disclosure is to be given as per Annexure-I.

7.3 Periodical Disclosure

7.3.1 Monthly statement of transactions in securities of the Company as per Annexure-J. If there is no transaction in a particular month, the "NIL" statement is not required to be submitted.

7.3.2 Annual statement of holdings in the securities of the Company within 30 days of the close of financial year as per Annexure-K.

8. 2 Penalties/ Punishments 

8.1 Any director/officer/designated employee who trades in securities or communicates any information for trading in securities in contravention of this Code will be penalized and appropriate/ disciplinary action will be taken against him/her by the Company after giving reasonable opportunity to explain his/her stand in the matter. Disciplinary action includes wage freeze, suspension for 15 days, becoming ineligible for future participation in Employee Stock Option Plans etc.

8.2 Any person who indulges in insider trading in contravention of SEBI Insider Trading Regulation or fails to make disclosure as required under the said regulations shall be punishable with fine/ imprisonment in terms of SEBI Insider Trading Regulations and SEBI Act, 1992.

9.2 Corporate Disclosure Practices 

9.1 Company to put the information on its web-site to improve investors assistance.

9.2 Compliance Officer will be responsible for responding queries/ verification of market rumors by Exchanges.

* Note:- At present the total Number of Equity Shares of the Company is 11, 35, 01, 100

9.3 Company to inform Stock Exchanges where the shares are listed within 2 days of receipt of the disclosures.

9.4 Compliance Officer to ensure compliance of disclosure requirements to stock exchanges regarding shareholdings as per Regulations/ Listing Agreements.

9.5 Information to Institutional Investors/ Analysts

9.5.1 Company to provide Institutional Investor and Analysts only public information or simultaneously make such information public;

9.5.2 To record discussions with such persons and ensure that atleast two company representatives are present at such meetings wherever desirable / preferable;

9.5.3 If the answer to any question includes price sensitive information, a public announcement should be made before responding;

9.5.4 To make a press release or post relevant information on its web-site after meeting with analysts, is organized by the Company.

10. The decisions of the Board of Directors with regard to all matters relating to this Code of Conduct will be final and binding on all concerned.

11. This Code has been duly approved by the Board of Directors at their meeting held on 31st August, 2002 and the Code shall come into force with effect from 1st November, 2002. However, on the basis of the SEBI notification date 19th November, 2008 the code, as modified, has been placed before the Board and duly approved by the Board at their meeting held on 27th February, 2009.

12. The Board of Directors of the Company shall have power to modify or replace this Code in part or full, as may be thought fit from time to time in their absolute discretion without diluting it in any manner from the model code as specified in the schedule I of the SEBI Regulations.

13. Words or phrases not defined here will have their respective meaning as per the SEBI Act and these Regulations.

10. Records 

The Compliance officer shall maintain records of all the declaration in the appropriate form given by the directors/ officers and designated employees for a minimum period of three years.