kilburn engineering ltd.
fluid bed dryer fuel gas conditioning system tea dryers
 
 
 
 
 
 
CORPORATE DATA
 
CODE OF CONDUCT
 
For Prevention of Insider Trading
 
( Internal Procedures and Conduct )
 
The Securities and Exchange Board of India (SEBI) has notified the SEBI Prohibition of Insider Trading (Amendment) Regulations, 2002 (hereinafter referred to as "Regulations") dealing, inter alia, with buying and selling of securities of the Company by employees / directors. The Company has set the Code, which is summarized as below:
 
A) Definition and Interpretation:
   
  The words and phrases appearing in this code shall have following meaning, subject however to SEBI (Prohibition of Insider Trading) Regulations, 1992 (as amended from time to time) and Companies Act, 1956. The term not specifically defined herein shall have the same meaning as provided in SEBI (Prohibition of Insider Trading) Regulations, 1992 (as amended from time to time).
   
i) “Designated Employee” shall mean a person occupying any of the following position in the Company:
 
Director;
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Marketing Officer or any such equivalent position;
Senior Manager and above or any such equivalent position;
Assistant Manager and above in the Finance & Accounts Department and the Secretarial Department;
Such other employee as may be determined and informed by the Compliance Officer from time to time.
   
ii) Dependent Family Members” shall mean Designated Person’s spouse and children under 21 years of age and such other persons as declared by the Designated person who may be financially dependent on him / her and may include but will not be restricted to the following:
   
  Father, Mother, Son including step-son, Son’s wife, Daughter including step-daughter, Father’s father, Father’s mother, Son’s son, Daughter’ son, Brother including step-brother, Brother’s wife, Sister including step-sister, Sister’s husband, etc.
   
iii) Trading Window” shall mean a period when trading in the Company’s securities is permissible by Designated Employees.
   
iv) Working Days” shall mean the working day when the regular trading is permitted on the concerned stock exchange where securities of the Company are listed.”
 
B) Compliance Officer:
   
  The words and phrases appearing in this code shall have following meaning, subject however to SEBI (Prohibition of Insider Trading) Regulations, 1992 (as amended from time to time) and Companies Act, 1956. The term not specifically defined herein shall have the same meaning as provided in SEBI (Prohibition of Insider Trading) Regulations, 1992 (as amended from time to time).
   
(1) The Compliance Officer for the purpose of this Code shall be the Company Secretary.
   
(2) The Compliance Officer shall advice and inform the period of Trading Window to all Designated Employees from time to time.
   
(3) The Compliance Officer shall assist all Designated Employees in addressing any clarification regarding this Code, Unpublished Price Sensitive information, SEBI (Prevention of Insider Trading) Regulation, 1992 and any matter incidental or ancillary to this Code.
   
(4) Copy of this Code shall be available from the office of Company Secretary.
 
C) Preservation of Price Sensitive Information:
 
(1) Designated Employees, when in possession of any Unpublished Price Sensitive information pertaining to the Company, shall not:
 
a. Buy / Sell securities of the Company, either on their own behalf or on behalf of any other person
b. Communicate, counsel or procure, directly or indirectly, any unpublished price sensitive information, except in a manner permitted by law
   
(2) Designated Employees shall maintain the confidentiality of all price sensitive information.
   
(3) Unpublished price sensitive information is to be handled on a “need to know” basis i.e., price sensitive information should be disclosed only to those within the company who need the information to discharge their duty.
   
(4) All non-public information directly received by any employee should immediately be reported to the head of the department.
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D) Trading Window:
 
(1) Designated Employees shall deal in the Securities of the Company only when Trading Window is open.
   
(2) The Trading Window shall be, inter alia, closed during following periods:
 
a. From 7 days prior to the date of Board Meeting, where Financial Results (Quarterly, half yearly and annual) are considered, till 24 hours after announcement of Financial Results to Stock Exchanges.
b. From the date of circulation of agenda for the Board Meeting, where any Unpublished price sensitive and material event, including the following, is proposed;
 
i. Declaration of dividends (interim and final);
ii. Issue of securities by way of public/rights/bonus, etc;
iii. Buy Back, split, consolidation, etc of the securities;
iv. Any major expansion plans or execution of new projects;
v. Amalgamation, mergers, takeovers and buy-back;
vi. Disposal of whole or substantially whole of the undertaking;
vii. Any changes in policies, plans or operations of the company,
   
 

Till 24 hours after announcement of above information to the Stock Exchanges, where the shares of the Company are listed

   
 
E) Pre-Trade Clearance:
   
(1) Designated Employees shall require prior clearance from  the Compliance Officer where the aggregate purchase / sale of securities of the Company exceeds Rs. 5,00,000/- in value or 25000 shares of the Company in a Calendar Month (either in one transaction or in a series of transactions)
   
(2) Purchase / Sale of securities of the Company by the Compliance Officer shall require prior clearance from the Managing Director.
   
(3) “Pre-Trade Clearance” obtained shall be executed within 7 (seven) days of such clearance.
 
F) Minimum Holding:
   
  All Directors / Officers / Designated Employees 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 following the prior transaction. All directors/officers/designated employees shall also not take positions in derivative transactions in the shares of the Company at any time.
   
  In case of subscription in the primary market (IPO), 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.
   
  In case of personal emergency, the prior approval of the Compliance Officer shall be taken for relaxation in the Minimum Holding Period. In respect of the Compliance Officer, such relaxation shall require prior approval of the Managing Director.
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G) Disclosures:
   
  All Designated Employees shall be required to forward details of securities including the statement of dependent family members to the Compliance Officer in following manner:
 
   
(1) Initial Disclosure:
   
  Any person who is Director / Officer / Designated Employee of the Company, shall disclose the number of securities or voting rights held by such person, within 2 (Two) working days of becoming a Director / Officer / Designated Employee, in Form B.
   
(2) Continual Disclosure:
   
  Any person who is a Director / Officer / Designated Employee of the Company, shall disclose the total number of securities or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings from the last disclosure made under Clause G(1) above and such change exceeds;
   
  Rs. 5,00,000/- in value   or
   
  25000 shares or
   
 

1% of total shareholding or voting rights, whichever is lower, in Form D. The disclosure shall be made within 2(Two) Working Days of:

   
 
a. Receipt of intimation of allotment, or
b. The acquisition or sale of shares or voting rights, as the case may be.
   
(3) All Directors / Officer / Designated Employees making disclosures has to mention PAN No. alongwith name and address.
 
H) Penalty for Contravention:
   
(1) Any Director / Officer / Designated Employee who deals in the Securities of the Company in contravention of this Code of Conduct shall be penalised and appropriate action may be taken by the Company.
   
(2) Any Director / Officer / Designated Employee who violates this Code of Conduct shall also be subject to strict action by the Company.
   
(3) The action take by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prevention of Insider Trading) Regulations, 1992 (as amended from time to time).
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