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CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
I. Definitions:
(i)
'Board' means the Board of Directors of the Company.
(ii) 'Code' means this Code of Conduct for Prevention of Insider Trading.
(iii)
'Company' means Wall Street Finance Limited.
(iv)

'Compliance Officer' means the Company Secretary of the Company.
(v)

'Dealing in Securities' means an act of subscribing, buying, selling or agreeing tosubscribe, buy, sell or deal in any securities of the Company by any person either as principal or agent.
(vi)

'Dependent' in relation to a person means the spouse of such person, dependent
parent(s) and dependent children.
  (vii)

'Designated Employee' mean an employee of the Company in the grade of Assistant Vice President or above, as per the personnel policies of the Company for the time being and from time to time in force, and also includes employees who though not in the aforesaid grades do, or are required to, take part in deliberations at the Board level by virtue of their job responsibilities or by invitation.
  (viii)

'Director' means a person appointed as the Director of the Company under the provisions of the Companies Act, 1956 and includes a Whole-time Director and a Managing Director.
  (ix)
'Officer' means a person as defined in section 2(30) of the Companies Act, 1956 and includes the Auditor of the Company.
  (x)
'Price Sensitive Information' means the 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 and shall include following information:
(i) Periodical financial results of the Company.
(ii)

Intended declaration of dividends, interim as well as final.
(iii)

Issue or buy-back of securities.
(iv)

Any major expansion plans or execution of new projects.
(v)

Amalgamation, merger or takeover.
(vi)

Disposal of the whole or substantial part of the undertaking
(vii) Any significant changes in policies, plans or operations of the Company.
Note: All references to male gender in this Code shall be construed to also mean references to the female gender.
II. Compliance Officer, his duties and responsibilities under this code:
 
The Company has appointed the Company Secretary as Compliance Officer who shall report to the Whole-time Director for the purposes of this Code. The Compliance Officer shall be responsible under the provisions of this Code for the following:
(i)
Implementing the policies and procedures and monitoring adherence to the rules for the preservation of "Price Sensitive" information.
(ii)

Pre-clearing of the dealings in securities of the Company (the trades) by the Directors, Officers, Designated Employees and their Dependents.
(iii)

Monitoring of trades and the implementation of this Code under the overall supervision of the Board.
(iv)

Maintain a record of Designated Employees and any changes taking place therein from time to time.
(v)

Pre-clearing of the applications for the dealing in the securities of the Company under the provisions of this Code.
(vi)

Maintaining the record of the applications, forms, declarations etc. as are submitted to him under the provisions of this Code.
(vii)

Filing of the required declarations under the provision of this Code and the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 with the stock exchanges where the securities of the Company are listed and submitting a copy of each of such declarations filed with stock exchanges shall to the Board at the immediately succeeding meeting.
(viii)
To assist employees in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and this Code.
III. Preservation of "price sensitive information":
 
No Director, Designated Employee or an Officer of the Company who is in possession of price sensitive information shall pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities, and the confidentiality of such price sensitive information shall be maintained at all times.
IV. Need to know:
 

Price sensitive information which has not been made public shall be handled on a "need to know" basis. Such information shall be disclosed only to those within the Company who need the information to discharge their duties and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.
V. Limited access to confidential information:
 
Files containing confidential, price sensitive information shall be kept secure. Computer files containing such information must have adequate security in the form of login, password etc.
VI. Trading restrictions:
 

All Directors, Officers and Designated Employees shall be subjected to the restrictions in connection with dealing in securities of the Company in the manner given hereinafter.

The period prior to the making public of any price sensitive information is particularly important. During such period the Directors, Officers, Designated Employees and their Dependents, shall not deal in the securities of the Company. This period may be called as a "Prohibitory Period" when the 'Trading Window' is closed. The Trading Window shall be, inter alia, closed at the time of :-
(i)

Declaration of financial results (quarterly, half-yearly and annual)
(ii)

Declaration of dividends (interim and final)
(iii)

Issue of securities by way of public/rights/bonus, etc.
(iv)

Buy back of securities
(v)

Any major expansion plans or execution of new project
(vi)

Amalgamation, merger and takeover
(vii) Any changes in policies, plans or operations of the Company
(viii) Disposal of whole or substantially whole of the undertaking

The time for the closing of the Trading Window shall commence 7 clear days prior to the day on which the Board or any Committee thereof is scheduled to consider such information and shall end 24 hours after the meeting of the Board or the Committee as the case may be.

For example, if the Board is scheduled to meet at 10.30 a.m. on 29th April for the purpose of considering financial results for the quarter ended 31st March then the Trading Window is closed from 21st April (7 clear days prior to the date of the Board Meeting, the day on which the closure commences and the day of the Board Meeting being excluded) and will remain closed till 10.30 a.m. on 30th April (24 hours after the Board Meeting).

All Directors, Designated Employees and Officers of the Company and their Dependents shall deal in the securities of the Company only in a valid trading window and shall not make such deals when the Trading Window is closed.
VII. Pre-clearance of trades:
 

All Directors, Designated Employees and Officers of the Company and their dependents who intend to deal in excess of 1,000 Securities in number of the Company shall pre-clear the transaction as per the pre-dealing procedure described hereunder.

(a)

An application may be made by the person intending to pre-clear a transaction in Securities of the Company in form 'A' enclosed herewith filling up the information incorporated therein and executing the undertaking below the said form.
(b)

The Compliance Officer shall give the acknowledgement to the person for the receipt of such application.
(c)

The Compliance Officer shall clear such application, after obtaining the necessary approval from the Whole-time Director.
(d)

The applicant shall be informed of the fate of his application within 2 working days without assigning any reasons therefor.
Explanation: For the purposes of this Code the Security of the Company means any financial instrument in the nature of Equity Shares, Preference Shares, Convertible Debentures of the Company with voting power attached to it and which is issued and offered to and is subscribed by the Public and is listed for the purposes of trading on any of the recognized stock exchanges in India and abroad.
VIII.

Other restrictions:
  (a)

All Directors, Designated Employees, Officers of the Company and their Dependents (the applicant) 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 applicant must pre-clear the transaction again.
  (b)

All Directors, Designated Employees, Officers of the Company and their Dependents shall hold their investment in securities for a minimum period of 30 days in order to be considered as being held for investment purposes. The holding period shall also apply to subscriptions in the primary market (IPOs). In the case of IPOs, the holding period would commence when the securities are actually allotted.
  (c)
In the case where sale of securities is necessitated by personal emergency then such Director, Designated Employee, Officer of the Company or their Dependents may make an application in form 'B' giving reasons therefor and the Compliance Officer may waive such holding period.
IX.

Reporting requirements for transactions in securities:
 

(a)

 Initial Disclosures:

Every Director, Designated Employee and Officer of the Company and dependents shall within 4 days of being appointed as such Director etc. by the Company, disclose to the Company in form 'C' enclosed herewith, details of the securities / voting rights held in the Company by himself or his dependents. The declaration shall be sent to the Compliance Officer.
(b)

Continual Disclosures:

Every Director, Designated Employee and Officer of the Company and dependents shall disclose to the Company, in form 'D', 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, if such change exceeds Rupees Five lakhs in value or 25,000 shares or 1% of the total shareholding or voting rights, whichever is lower or any revised limits notified by SEBI from time to time.
The aforesaid disclosure has to be made within 4 working days of :-
(i) (ii)

the receipt of intimation of allotment of shares; or
the acquisition or sale of shares or voting rights as the case may be.
The disclosure shall be sent to the Compliance Officer of the Company.

(c)

Half Yearly / Annual Disclosures:
All Directors, Officers, Designated Employees and their Dependents 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:
1.

All holdings in securities of the Company by Directors, Officers, Designated Employees at the time of joining the Company in form 'C';
2.

Statement of any transactions in securities of the Company, whether pre-clearance of trade was obtained or not, in form 'E' on a half yearly basis within 15 days from the end of each half year (half years ending on 30th September and 31st March each year) giving the details of the transactions during that half year; and
3.
Annual statement of all holdings in securities of the Company in form 'F' as on March 31 of each year, before April 30 of that year.
X. Disclosure by the Company to Stock Exchanges:
 

Within 5 days of receipt of the information / declarations under clause (IX) (a) and (IX) (b), the Compliance Officer shall disclose such information to the Stock Exchanges on which the Securities of the Company are listed.
XI .

Records of disclosures received by the Company:

 

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

The Compliance Officer shall submit to the Whole-time Director on a monthly basis all the details of the dealing in the securities by the Directors, Designated Employees or Officers of the Company and dependents and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code. A summary report of details of such dealings shall be placed before the Board on quarterly basis.
XII. Penalty for contravention of the Code:
 

Any Director, Designated Employee or Officer of the Company and dependents who trades in the securities or communicates any information for trading in securities, in contravention of this Code may be penalized and appropriate disciplinary action may be taken by the Company which may include wage freeze, suspension etc.

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

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

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

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Note :- The applicability of the aforesaid Code for prevention of Insider Trading is limited to the Directors, Designated Employees and Officer(s) of the Company and their relatives as defined in the said Code. The Code is framed under the provisions of SEBI (Prohibition of Insider Trading) Regulation, 1992 (Insider Trading Regulations) and is meant to be an effective vehicle in preventing the Insider Trading in the securities of the Company.

However, it must be noted that the Insider Trading Regulations are much more wide in application. The application of Insider Trading Regulations is not limited to the categories of persons as mentioned in the aforesaid Code.

The Insider Trading Regulations prohibit the dealing in the securities of the Company by any person who has the insider knowledge of any unpublished price sensitive information. Thus even if a person (defined as an 'Insider' in the said Regulations), who does not fall into any of the categories of persons to whom the aforesaid Code is applicable, comes in to the possession of any unpublished price sensitive information about the Company (accidentally or otherwise), then such person is prohibited from dealing in the securities of the Company.

For the benefit of all the persons connected with the business of the Company the relevant extracts from the SEBI (Prohibition of Insider Trading) Regulations 1992 are reproduced below:
 

Definitions
  1. 'Connected person' means any person who "
   
(i)
is a director, as defined in clause of section 2 of the Companies Act, 1956 (1 of 1956) of a company, or is deemed to be director of that company by virtue of sub-clause (10) of section 307 of that Act, or
(ii)
occupies the position as an officer or an employee of the company or holds a position involving a professional or business relationship between himself and the company [whether temporary or permanent] and who may reasonably be expected to have an access to unpublished price sensitive information in relation to that company;
  2.

'Dealing in securities' means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent;
  3.

'Insider means any person who 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 a company, or who has received or has had access to such unpublished price sensitive information;

  4.
'Officer of a company' means any person as defined in clause (30) of section 2 of the Companies Act, 1956 (1 of 1956) including an Auditor of the Company;
5. 'Person is deemed to be a connected person' if such person,
(i)
is a company under the same management or group, or any subsidiary company thereof within the meaning of sub-section (IB) of section 370, or sub-section (11) of section 372, of the Companies Act, 1956 (1 of 1956) of sub-clause (g) of section 2 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) as the case may be; or
(ii)

is an intermediary as specified in section 12 of the Act, investment company, trustee company, asset management company or an employee or director thereof or an officer of a stock exchange or of clearing house or corporation;

(iii)

is a merchant banker, share transfer agent, registrars to an issue, debenture trustee, broker, portfolio manager, Investment Advisor, sub-broker, investment company or an employee thereof, or, is a member of the 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, who have a fiduciary relationship with the company;

(iv)

is a Member of the board of directors, or an employee, of a public financial institution as defined in section 4A of the Companies Act, 1956;or

(v)

is an official or an employee of a half regulatory organization recognized or authorized by the board of a regulatory body; or

(vi)

is a relative of any of the aforementioned persons;

(vii)

is a banker of the company;
(viii)

relatives of the connected persons-

(ix)
is a concern, firm, trust, hindu undivided family, company or association of persons wherein any of the connected persons mentioned in sub-clauses (i) of clause (c), of this regulation or any of the persons mentioned in sub-clause (vi), (vii) and (viii) of this clause have more than 10 per cent of the holding or interest.
6.
'Price sensitive information' means any information which relates directly or indirectly to a company and which if published is likely to materially affect the price of securities of company;
Explanation.- The following shall be deemed to be price sensitive information:-
(i)
periodical financial results of the company,
(ii)

intended declaration of dividends (both interim and final),
(iii)

issue of securities or buy-back of securities,
(iv)

any major expansion plans or execution of new projects,
(v)

amalgamation, mergers or takeovers,
(vi)

disposal of the whole or substantial part of the undertaking,
(vii)

any significant changes in policies, plans or operations of the company.
7. 'relative' means a person, as defined in section 6 of the Companies Act, 1956 (1 of 1956).
8.
'Unpublished' means information which is not published by the company or its agents and is not specific in nature.
Explanation.- Speculative reports in print or electronic media shall not be considered as published information.
CHAPTER-II
PROHIBITION ON DEALING, COMMUNICATING OR COUNSELLING
3. Prohibition on dealing, communication or counseling on matters relating to insider trading.-
No insider shall-
(i)
either on his own behalf, or on behalf of any other person, deal in securities of a company listed on any stock exchange when in possession of any unpublished price sensitive information;
(ii)

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 :

Provided that nothing contained above shall be applicable to any communication required in the ordinary course of business or profession or employment or under any law.
3A.

No company shall deal in the securities of another company or associate of that other company while in possession of any unpublished price sensitive information.
4.

Violation of provisions relating to insider trading. " Any insider who deals in securities in contravention of the provisions of regulation 3 or 3A shall be guilty of insider trading.

Thus, It is to be noted that though, persons not falling within any of the categories of persons to whom the Code for Prevention of Insider Trading of the Company is applicable, are exempt from the provisions of the said Code, they certainly are not outside the purview of the Insider Trading Regulations. Therefore such persons, though are not required to follow the provisions of the said Code, do not have any authority or implicit permission to deal with the securities of the Company while in possession of unpublished price sensitive information as the Insider Trading Regulations prohibit any such act and make it an offense.