Internal Procedures Policy

Code of Internal Procedures and Conduct for Prevention of Insider

Multiplex Capital Ltd. Limited’s Securities under SEBI Prohibition of Insider Trading) Regulations, 1992 andAmendment Regulations, 2002.
Multiplex Capital Ltd. 100/28, Kesahv Tower,Rajapur Market, Sector-9, Rohini, Delhi
Insider Trading in Multiplex Capital Ltd.
Background
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI(Prohibition of Insider Trading) Regulations, 1992 and the same have been amended by Amendment Regulations, 2002. These regulations are hereinafterreferred to as "Insider Trading Regulations". The amended regulations are effective from 16th July 2002.
The Insider Trading Regulations prohibits an insider of a Company to deal in the securities of such Company while in possession of any unpublished price sensitive information. The Insider Trading Regulations also prohibits an insider to communicate, counsel or procure, whether directly or indirectly, any unpublished price sensitive information to any person, who while in possession of such information may deal in the securities.
The Insider Trading Regulations makes it obligatory on all the Companies, whose securities are listed on stock exchange (s), to frame a code of internal procedures and conduct to ensure the adherence to provisions of Insider Trading Regulations. Code of Internal Procedures and Conduct for Prevention of Insider Trading in Multiplex Capital Ltd.

EFFECTIVE DATE

This Code of Internal Procedures and Conduct for Prevention of Insider Trading in Multiplex Capital Ltd. Securities (hereinafter referred to as "MCL Code") shall come into effect from [30.07.2003]

DEFINITIONS

For the purpose of MCL code all the words and phrase not specifically defined hereunder shall have the same meaning as assigned to them under the Insider Trading Regulations;

"Act” means the Securities and Exchange Board of India Act, 1992 as may be amended from time to time;
"Code of Corporate Disclosure Practices" shall mean the Code of Corporate Disclosure Practices for Prevention of Insider Trading as specified in Schedule II of Insider Trading Regulations;
"Insider" shall include the following persons;

all the Directors of MCL
all the members of Executive Committee of MCL not being Directors;
all the Asst. Managers and Managers of MCL
personal assistant / executive secretary to all the above persons;
All the Contractual employees of the level mentioned above e.g. Consultants in PR/FX; All the employees in CAO, Secretarial & Legal Department,Internal Audit Department, CEO's Department and Chairman's Department;
Such other persons as may be designated by the Compliance Officer;

"Insider Trading Regulations" shall mean the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time;
"Family members" 4 in reference to an insider shall mean the following persons;

Spouse
Father
Mother (including step-mother)
Son (including step-son)
Son's wife
Daughter (including stepdaughter)

“Dealing in Securities” shall mean an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal, directly or indirectly, in any securities of MCL by any person either as principal or agent;
“Price Sensitive Information” shall mean any information which relates directly or indirectly to KSL and which if published is likely to materially affect the price of securities of KSL and without limitation shall include the following;

periodical financial results;
intended declaration of dividends (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;
disposal of the whole or substantial part of the undertaking;
any significant changes in policies, plans or operations of KSL;
such other information as may be specified by the Compliance Officer as price sensitive information;

“Trading Window” shall mean the period during which dealing in KSL’s securities is permitted as provided in Clause 5.1.
"Need to know basis of disclosure of unpublished Price Sensitive Information / confidential information” means the disclosure of such information only to those within KSL who need the information to discharge their duty and whose possession of such information will not give rise o a conflict or interest or appearance of misuse of the information.
“Securities” shall include shares, scrips, stocks, bonds debentures, debenture stock or other marketable securities of like nature issued by KSL and listed on a recognised stock exchange.
“Stock Exchange” shall mean the Stock Exchange, Mumbai and the National Stock Exchange or any other stock exchange as may be notified by the Compliance Officer from time to time.

COMPLIANCE OFFICER

MR. Yashwant Kumar Singh will act as the Compliance Officer for the purpose of MCL Code.
The Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of Price Sensitive Information, pre-clearing of insiders’ and their family members’ trades (through respective department heads), monitoring of trades and the implementation of this code of conduct under the overall supervision of the Board of Directors;
The Compliance Officer shall maintain a record of the insiders as specified in Annexure A and any changes made in the list of such insiders updated based on the communication received from the HR Department on a fortnightly basis; 3.4 The Compliance Officer shall assist all insiders in addressing any clarifications regarding the Insider Trading Regulations and MCL Code as also the Code of Corporate Disclosure Practices for prevention of insider trading;
The Compliance Officer shall place before every Board Meeting a report on the compliance of the Insider Trading Regulations and MCL Code;

Preservation of “Price Sensitive Information”

All the insiders shall maintain the confidentially of all price sensitive information. The insiders shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of Securities, which are listed on Stock Exchange.
All the Insiders shall handle any unpublished price sensitive information strictly on a “need to know” basis. All such information directly received by any insider from any source outside of MCL should immediately be reported to the concerned head of the department / CEO & Managing director as the case may be.
All the files / papers containing confidential information (whether or not the price sensitive information) shall be kept secured. If such files are computer files, then the same must have adequate security of login and pass word etc. the procedure from internal security policy of MCL can also be added

PREVENTION OF MISUSE OF PRICE SENSITIVE INFORMATION

All the insiders shall conduct all their dealings in MCL securities only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the Securities during the periods when trading window is closed;
When the trading window is closed, insiders shall be prohibited from dealing in Securities in such period;

the trading window will be closed seven days prior to the date of the meetings of the Board of directors of MCL or during such periods as may be notified by the Compliance Officer;
the trading window will be opened 24 hours after the Board Meeting is over;
the Compliance Officer shall inform all the insiders about the exact period when the trading window will be closed at least 2 days prior to the beginning of such closure;
In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading window is closed All the insiders who intend to deal MCL (i) the market value of which is not less than Rs.500,000/- (Rupees Five Lacs only) or (ii) 5000shares whichever is less should preclear the transactions as per the pre dealing procedure as described hereunder;

An application be made by the insider in the form specified in Annexure A to the Compliance Officer indicating the estimated number of securities that the insider intends to deal in, the details as to the depository with which the insider has a security account, the details as to the securities in such depository mode, the price at which the securities are traded etc.;
Along with the application, the insider shall submit an undertaking in the form specified in Annexure B;
Within two working days 9 of the receipt of the application together with the necessary undertaking, the Compliance Officer shall either clear the requested deal or refuse to clear the deal by giving the reasons therefore in writing.If the insider does not receive any response from the ComplianceOfficer within the said period, then the requested transaction shall be deemed as cleared by the Compliance Officer.

All the insiders shall execute their order in respect of Securities of MCL within one week after the clearance by Compliance Officer / deemed clearance of the transaction. If the order is not executed within the said period of one week, the insider must pre clear the transaction again by following the procedure mentioned in clause 5.4.
All the insiders shall hold their investments in MCL for a minimum period of [30 days] from the date of purchase / acquisition in order to be considered as being held for investment purposes.
In case the sale of MCL by the insider is necessitated by personal emergency, the holding period may be waived by the Compliance Officer after recording in writing his/ her reasons in this regard.

REPORTING REQUIREMENT FOR TRANSACTIONS IN SHARES/SECURITIES

PENALTY FOR CONTRAVENTION OF KSL CODE

Any insider who trades in securities or communicates any information for trading in securities, in contravention of MCL Code shall be liable to pay the penalty as may be decided by the Share Transfer and Shareholders/Investors Grievances Committee based on the recommendation of the Compliance Officer. Compliance Officer shall make his / her recommendation after taking into consideration the nature of information in possession of the insider and the movement of MCL Securities prices in the market.
Any penalty levied pursuant to clause

shall be recovered as follows;

(a) from the salary of the insider, where such insider is an employee / Executive Director / Managing Director as the case may be;

(b) from the fees, where such insider is consultant on contract basis;

(c) from the commission / fees payable, where the insider is Non- Executive director;

(d) in any other case, such penalty shall be payable immediately on demand by the Compliance Officer.

The penalties recovered pursuant to clause7.2 above shall be kept in a separate bank account. The amounts credited to such bank account shall be dealt with as may be directly by SEBI / Stock Exchange.
The insiders who violate this code (other than as specified in clause 7.1 above) shall be subject to disciplinary action by KSL, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc. Such action shall be taken only on the recommendation of the Share Transfer and Shareholders/Investors Grievances Committee.
Any action taken by MCL pursuant to above shall not preclude SEBI from taking any action in case of violation of Insider Trading Regulations. 8. Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992. In case it is observed by Compliance Officer that three has been a violation of Insider Trading Regulations, then the Compliance Officer shall inform SEBI about such violation within a period of 7 (seven) days from the date of knowledge of such violation.

ANNEXURE – A

FORMAT OF APPLICATION BY INSIDER FOR PRE-CLEARANCE OF DEALING

IN KSL SECURITIES

Date :

To,

The Compliance Officer

Multiplex Capital Ltd.,

100/28, keshav tower,

Rajapur Market,

Sector-9, Rohini,

Delhi-110085

Dear Sir,

Pursuant to Clause 5.4(a) of the Code of Internal Procedures & Conduct for Prevention of Insider Trading in KSL’s Securities, I_____________________ (Name of Insider) hereby seek approval for selling / buying * the shares of the Company the details of which are given below :

Sr.

No.

Particulars Details

Name of the insider, Designation & Location
Number of shares intended to be purchased / sold and the price

Name of Depository to which the shares will be credited / debited
Account Number

Any other details

I further declare that if the order for buying/selling* has not been executed within one week after the approval is granted to me, a revised approval will be taken in that

behalf.

Thanking you,

(signature and name of the insider)

* strike out which ever is not applicable

Comments of

concerned

Department Head

ANNEXURE – B

FORMAT OF UNDERTAKING TO BE FURNISHED BY INSIDER ALONG WITH

APPLICATION FOR PRE-CLEARANCE OF DEALING IN KSL SECURITIES

UNDERTAKING

To,

The Compliance Officer

Multiplex Capital Ltd.,

100/28, keshav tower,

Rajaur Market,

Sector-9, Rohini,

Delhi-110085

Dear Sir,

Re- Undertaking under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Code of Internal Procedures and Conduct for Prevention of Insider Trading in Multiplex Capital LTD.

In compliance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Code of Internal Procedures and Conduct for Prevention of Insider Trading in Multiplex Capital Ltd, I, _____________________ (Name of the Insider) hereby undertakes/declares that :
1. that I do not have any access or have not received “Price Sensitive Information” upto the time of signing the undertaking.
2. that in case I have access to receive “ Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction I shall inform the Compliance officer of the change in the position and that I would completely refrain from dealing in the securities of the Company till the time such information becomes public.
3. That I have not contravened the Code of Internal Procedures and Conduct for Prevention of Insider Trading in MCL as notified by the company from time to time.
4. In case of any violation of this regulation by me , I shall be bound by such rules / regulations / laws of the Company as may be formulated by the Company, we shall also abide by the provisions of the applicable law.
5. That I have made a full and true disclosure in the matter.
Signed this _____________ day of ___________,
(Name of the insider & signature)

ANNEXURE – C

FORMAT OF INITIAL DISCLOSURE BY INSIDERS

To, Date:

To,

The Compliance Officer

Multiplex Capital Ltd.,

100/28, keshav tower,

Rajapur Market,

Sector-9, Rohini,

Delhi-110085

Dear Sir,

I, _____________________ (Name of the insider) hereby declare that I do not hold any securities of MCL/ do hold securities of MCL* as on the effective date of this code/ as on the date of joining KSL*, the details of which are given below :

Sr.

No.

Particulars Details

1 Number of equity shares

2 If shares in physical form

A Folio Number

b Joint Holders, if any

3 If share in demat form:

a Name of Depository (NSDL/CDSL)

b Name of Depository Participant (DP)

C Account Number

d Joint Holders, if any

4 Other details, if any

(Name of the insider & signature)

*Strike out which ever is not applicable

ANNEXURE – D

FORMAT OF MONTHLY DISCLOSURE BY INSIDERS

Date:

To,

The Compliance Officer

Multiplex Capital Ltd.,

100/28, keshav tower,

Rajapur Market,

Sector-9, Rohini,

Delhi-110085

Dear Sir,

I, ____________________ (Name of the insider) hereby declare that following are the details of transaction in Multiplex Capital Ltd. during the Month ___________ :

Particulars	Opening Balance	Add Purchase(s) during the month and Price	Less Sales(s) during the month and the price	Closing Balance
Name of the insider
Spouse
Father
Mother (include stepmother)
Son (including step-son)
Son’s wife
Daughter

(Name of the insider & signature)

ANNEXURE – D

FORMAT OF ANNUAL DISCLOSURE BY INSIDERS

Date:

To,

The Compliance Officer

Multiplex Capital Ltd.,

100/28, keshav tower,

Rajapur Market,

Sector-9, Rohini,

Delhi-110085

Dear Sir,

I, ____________________ (Name of the insider) hereby declare that following are the details of transaction in Multiplex Capital Ltd. during the Month ___________ :

Particulars	Opening Balance	Add Purchase(s) during the month and Price	Less Sales(s) during the month and the price	Closing Balance
Name of the insider
Spouse
Father
Mother (include stepmother)
Son (including step-son)
Son’s wife
Daughter

Code of Internal Procedures and Conduct for Prevention of Insider

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