CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
M.R. Organisation Limited (the "Company") is a Public Limited
Company whose equity shares are listed on National Stock Exchange of
India Limited on Emerge ITP Platform and are subject to the rules
and regulations issued by the Securities and Exchange Board of India
The Company has formulated a Code called "Code of Conduct to
Regulate, Monitor and Report Trading by Insiders as per
SEBI(Prevention of Insider Trading) Regulations, 2015" which was
approved by the Board of Directors of the Company.
This Code replaces / substitute / repeal the Code of Prevention
of Insider Trading of the Company prepared in compliance with the
provisions of the SEBI (Prevention of Insider Trading) Regulations,
This Code shall be applicable to all the Directors, designated
persons and other connected persons as defined in the SEBI
(Prevention of Insider Trading) Regulations, 2015 and also to the
Promoters of the Company.
The following terms used herein shall have the meaning assigned to
the term as under:
- "Act"means the Securities and Exchange Board of India Act, 1992.
- "Compliance Officer"means the
Company Secretary of the Company being financially literate and is
capable of appreciating requirements for legal and regulatory
compliance under the Insider Trading Regulations and 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unpublished price sensitive information, monitoring of trades and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 the codes specified in the Insider Trading
Regulations, under the overall supervision of the Board of
Directors o f the Company.
- "Connected Person"" means,
- any person who is or has during the six months prior to the
concerned act been associated with a company , directly or
indirectly, in any capacity including by reason of frequent
communication with its officers or by being in any contractual,
fiduciary or employment relationship or by being a director,
officer or an employee of the company or holds any position
including a professional or business relationship between himself
and the company whether temporary or permanent, that allows such
person, directly or indirectly, access to unpublished price
sensitive information or is reasonably expected to allow such
- Without prejudice to the generality of the foregoing, the
persons falling within the following categories shall be deemed to
be connected persons unless the contrary is established,
- an immediate relative of connected persons specified in clause (i); or
- a holding company or associate company or subsidiary company; or
- an intermediary as specified in section 12 of the Act or an employee or director thereof; or
- an investment company, trustee company, asset management company or an employee or director thereof; or
- an official of a stock exchange
or of clearing house or corporation; or
- a member of board of trustees of
a mutual fund or a member of the board of directors of the asset
management company of a mutual fund or is an employee thereof; or
- a member of the board of
directors or an employee, of a public financial institution as
defined in section 2(72) of the Companies Act, 2013; or
- an official or an employee of a
self-regulatory organization recognized or authorized by the Board;
- a banker of the company; or
- a concern, firm, trust, Hindu
undivided family, company or association of persons wherein a
director of a company or his immediate relative or banker of the
company, has more than ten percent of the holding or interest;
- "Company" means M.R. Organisation Limited.
- "Generally available information" means
information that is accessible to the public on a
- "Insider" means any person who is:
- a connected person; or
- in possession of or having access to unpublished price
- "Insider Trading Regulations"
means the SEBI (Prohibition of Insider Trading Regulations), 2015
as amended from time to time.
- "Immediate relative/s"means the
spouse of a person, parent, sibling and child of such person or of
the spouse, any of whom is either dependent financially on such
person or consults such person in taking decisions relating to
trading in securities.
- "Key Managerial Person"shall
- the chief executive officer or the managing director
- the Company Secretary
- the whole-time director
- the chief financial officer
- any other officer as may be prescribed as Key Managerial
Person under the provisions of the Companies Act, 2013.
- "Promoter"shall have the meaning
assigned to it under the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 or any modifications thereof.
- "Securities"means equity shares
of the Company listed on stock exchanges.
- "Takeover Regulations"means SEBI
(Substantial Acquisitions of Shares and Takeover) Regulations, 2011
and any amendments, thereto.
- "Trading"means subscribing,
buying, selling, dealing or agrreing to subscribe, buy, sell, deal
in any securities of the Company and "trade" shall be construed
- "Trading day"means a day on
which the recognized stock exchanges are open for trading.
- "Unpublished price sensitive information"means
any information relating to the 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 of the Company and shall, ordinarily include bur not
restricted to information on relating to the following :
- Financial results;
- change in capital structure;
- mergers, de-mergers, acquisitions, delistings, disposals and
expansion of business and such other transactions;
- changes in key managerial personnel; and
- material events in accordance with the listing agreement.
PRESERVATION OF PRICE SENSITIVE INFORMATION
- No insider shall communicate, provide, or allow access to any
unpublished price sensitive information, relating to a Company or
securities listed or proposed to be listed, to any person including
other insiders except where such communication is in furtherance of
legitimate purposes, performance of duties or discharge of legal
- No person shall procure from or cause the communication by any
insider of unpublished price sensitive information, relating to a
Company or securities listed or proposed to be listed, except in
furtherance of legitimate purposes, performance of duties or
discharge of legal obligations.
- Notwithstanding anything contained in this regulation, an
unpublished price sensitive information may be communicated,
provided, allowed access to or procured, in connection with a
transaction that would:–
- entail an obligation to make an open offer under the takeover
regulations where the board of directors of the company is of
informed opinion that the proposed transaction is in the best
interests of the company;
- not attract the obligation to make an open offer under the
takeover regulations but where the board of directors of the
company is of informed opinion that the proposed transaction is in
the best interests of the company and the information that
constitute unpublished price sensitive information is disseminated
to be madegenerally available atleast two trading days prior to the
proposed transaction being effected in such form as the board of
directors may determine.
However, the board of directors shall require the parties to
execute agreements to contract confidentiality and non-disclosure
obligations on the part of such parties and such parties shall keep
information so received confidential, except for limited purpose
and shall not otherwise trade in securities of the company when in
possession of unpublished price sensitive information.
- All information shall be handled within the Company on a
need-to-know basis and no unpublished price sensitive information
shall be communicated to any person except in furtherance of the
insider's legitimate purposes, performance of duties or discharge of
his legal obligations. "need to know" basis means that 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. Any
person receiving such unpublished price sensitive information shall
disclose the same to any other person within the Company only on
need to know basis with appropriate authorization from the Managing
Director or head of the concerned division of the Company.
PROHIBITION ON INSIDER TRADING
- Files and documents containing price sensitive information
shall be kept secured. Computer files must have adequate security of
login and password or in any other manner.
- No insider shall :
- misuse any unpublished price sensitive information for dealing in
securities of the Company; or
- advice any other person to deal in securities of the Company
on the basis of unpublished price sensitive information.
TRADING WINDOW AND WINDOW CLOSURE
The designated persons may execute trades subject to compliance
with these regulations, within the trading window. No trade is
allowed when by a designated person (including their immediate
relatives) in shares of the Company when the trading window is
The trading window shall also be applicable to any person having
contractual or fiduciary relation with the Company, such as
auditors, accountancy firms, law firms, analysts, consultants etc.
assisting or advising the Company.
An insider shall be entitled to formulate a trading plan and
present it to the Compliance Officer for approval and public
disclosure pursuant to which trades may be carried on his behalf in
accordance with such plan.
- Initial disclosure
- Every promoter, key managerial personnel and director of company
shall disclose his holding of securities of the Company.
- Every person on appointment as a key managerial personnel or
a director of the Company or upon becoming a promoter shall disclose
his holding of securities of the Company as on the date of
appointment or becoming a promoter, to the Company within seven days
of such appointment or becoming a promoter.
- Continual Disclosures
- Every promoter, employee and director of every Company shall
disclose to the Company the number of such securities acquired or
disposed of within two trading days of such transaction if the value
of the securities traded, whether in one transaction or a series of
transactions over any calendar quarter, aggregates to a traded value
in excess of ten lakhs rupees or such other value as may be
- A Company shall notify the particulars of such trading to the
stock exchange within two trading days of receipt of the disclosure
or from becoming aware of such information.
PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT
Any designated person who trades in securities or communicates any
information for trading in securities, in contravention of this Code
shall also be subject to disciplinary action by the Company, and may
be penalized which may include wage freeze, suspension,
ineligibility for future participation in securities of the Company.
The action by the Company shall not preclude SEBI from taking any
action in case of violation of SEBI (Prohibition of Insider Trading)
AMENDMENTS TO THE POLICY
The Audit Committee of the Company may from time to time review
and make recommendation to the Board to amend this policy.
Any or all provisions of this policy would be subject to the
revision/ amendment in accordance with the Rules, Regulations,
Notifications, etc. on the subject as may be issued by relevant
statutory authorities, from time to time. In case of any
amendment(s), clarification(s), circular(s), etc. issued by the
relevant authorities, not being consistent with the provisions laid
down under this policy, then such amendment(s), clarification(s),
circular(s), etc. shall prevail upon the provisions hereunder and
this policy shall stand amended accordingly from the effective date
as laid down under such amendment(s), clarification(s), circular(s),