With a view to govern the conduct of insiders on matters relating to insider trading, the Securities and Exchange Board of India (SEBI) had formulated Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as ‘the Regulations’).
Sub-regulation (1) of Regulation 9 inter alia, requires all listed companies to frame a Code of Conduct for Regulating, Monitoring and Reporting of trading by insiders by adopting the minimum standards as set out in Schedule B to the Regulations.
Accordingly, Nanta Tech Limited (“Company”) has formulated this Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons (“Code”).
The Code has been formulated by the Board on 01/08/2024 and shall be applicable with immediate effect.
All the Directors, Designated Persons, officers and connected persons of the Company are advised to carefully go through and familiarize themselves with and adhere to the Regulations and the Code.
The Company endeavors to preserve the confidentiality of Unpublished Price Sensitive Information (“UPSI”) and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
Every Director, Officer, Designated Person and connected person of the Company has a duty to safeguard the confidentiality of all such UPSI obtained in the course of his or her work at the Company. No Director, Officer, Designated Officer and connected persons may use his or her position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.
“Act” means the Securities and Exchange Board of India Act, 1992;
“Board” means the Securities and Exchange Board of India;
“Code” or “Code of Conduct” shall mean the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders of Nanta Tech Limited, as amended from time to time;
“Company” means Nanta Tech Limited;
"Compliance Officer" means Company Secretary or such other senior officer, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the SEBI regulations designated so and reporting to the Board of Directors and who 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in the Regulations under the overall supervision of the Board of Directors;
Explanation – For the purpose of this code, “financially literate” shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows;
“Company Secretary” means a qualified person who has been designated by the Company as a Company Secretary of the Company;
“Connected Person” shall have the meaning ascribed to it under the Regulations.
“Designated Persons” shall include a person occupying any of the following position in the company:
“Director” means a member of the Board of Directors of the Company;
“Employee” means every employee of the Company including the Directors in the employment of the Company;
"Generally available Information" means information that is accessible to the public on a non-discriminatory basis;
"Immediate Relative" means a spouse of a person, and includes 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;
“Insider” means any person who is,
“Key Managerial Person” means person as defined in Section 2(51) of the Companies Act, 2013;
"Promoter" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof;
"Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund;
“Takeover regulations" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;
"Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly;
"Trading Day" means a day on which the recognized stock exchanges are open for trading;
“Unpublished Price Sensitive Information” means any information, relating to a 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 and shall, ordinarily including but not restricted to, information relating to the following:
“Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto;
Words and expressions used and not defined in this Code but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation.
The Company Secretary has been designated as the Compliance officer of the Company and his duties and roles shall be as follows:
The Compliance Officer shall report to the Board of Directors of the Company in respect of the matters covered in this Code and in particular, shall provide reports to the Chairman of the Audit Committee, or to the Chairman of the Board of Directors on quarterly basis or at such other frequency as may be stipulated from time to time by the Board of Directors but not less than once in a year.
The Compliance Officer shall assist all employees in addressing any clarifications regarding the Regulations and shall administer the Company’s Code of Conduct and other requirements under the SEBI Regulations.
The Compliance Officer shall maintain a record of Designated Persons and any changes made to the list of Designated Persons and all declarations / forms submitted by them.
The Compliance Officer shall be responsible for monitoring implementation of the Policy under the overall supervision of the Board.
He shall inform all Stock Exchanges on which the securities of the Company are listed, the information received under as required and disclose to the extent, as required under rules and regulations promulgated by SEBI or the Stock Exchanges;
He shall place details of the dealing in the securities by Designated Persons before the Managing Director, as may be required and the accompanying documents that such persons had executed under the pre-dealing procedure as mentioned in this Policy.
The Compliance Officer shall do all such other things as provided in the Regulations and as may be prescribed by SEBI from time to time.
No Designated Person and their immediate relatives or any Insider shall communicate, provide, or allow access to any Unpublished Price Sensitive Information to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations or otherwise as provided under the Regulations. All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
No Designated Person and their immediate relatives or any Insider shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to the Company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
Subject to the provisions of the Regulations, no Designated Person and their immediate relative/Insider shall trade in the Securities when in possession of Unpublished Price Sensitive Information.
The Company has established policies, procedures and arrangements including earmarked areas (collectively “Chinese Walls”) designed to manage confidential information and prevent the inadvertent spread and misuse of Unpublished Price Sensitive Information. In general, Chinese Walls separate areas that have access to Unpublished Price Sensitive Information (“Sensitive Areas”) from those who do not have such access (“General Areas”).
Employees within Sensitive Areas have a responsibility to ensure the Chinese Wall is not breached deliberately or inadvertently known or suspected breaches of the Chinese Wall must be referred to the Compliance Officer immediately. The establishment of Chinese Walls is not intended to suggest that within Sensitive Areas, Unpublished Price Sensitive Information can circulate freely. Within Sensitive Areas, the ‘need‐to‐know’ policy shall be fully in effect.
Any person may be brought inside on a sensitive transaction with prior written approval of the Compliance Officer. Such person shall be fully made aware of the duties and responsibilities attached to the receipt of inside information, and the liability that are attached to misuse or unwarranted us of such information.
Every person preparing and circulating any unpublished price sensitive information (UPSI) as defined under the Regulations shall ensure to notify the following notation “Privileged and Confidential” on each such document / statement
Need to know:
All information shall be handled within the Company on a need-to-know basis and no Unpublished Price Sensitive Information shall be communicated, provided or allowed access, to any person except in furtherance of legitimate purposes, performance of duties or discharge of 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.
Trading Window
Non-applicability of trading Window Restrictions:
The Trading Window Restrictions shall not be applicable in the following scenarios:
Restrictions for dealing in Securities of the Company
All non-public information directly received by any employee should immediately be reported to the head of the department.
Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc.
All Designated Persons, who intend to deal in the securities of the Company in their own name or in the name of their Immediate Relatives, when the trading window is open and if the value of the proposed trades is above Rs. 10 Lakhs (market value), shall obtain pre-clearance of the transactions from the Compliance Officer for each transaction. However, pre-clearance of trades shall not be required for a trade executed as per an approved trading plan. Further, no designated person shall be entitled to apply for pre-clearance of any proposed trade if such designated person is in possession of Unpublished Price Sensitive Information even if the trading window is not closed and hence he shall not be allowed to trade. The pre-clearance procedure shall be hereunder:
All Designated Persons shall execute their order in respect of securities of the Company within seven (7) trading days from the date of the approval of pre-clearance. The Designated persons shall file within 1 (one) day of the execution of the deal, the details of such deal and changes in the holdings, with the Compliance Officer in the prescribed form. In case the transaction is not undertaken, a report to that effect shall be filed (Annexure 4).
If the order is not executed within seven trading days from the date the approval is given, the employee/director must seek fresh pre-clearance of the transaction.
All Designated Persons who buy or sell any number of shares of the Company shall not enter into an opposite transaction (shall not execute a contra trade) i.e. sell or buy any number of shares during the next six months following the prior transaction. All Specified Persons/Designated Persons shall also not take positions in derivative transactions in the shares of the Company at any time. In case any contra trade is executed inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Securities and Exchange Board of India (SEBI) for credit to the Investor Protection and Education Fund administered by SEBI under the Act.
All Designated Persons of the Company shall be required to forward following details including the statements of their Immediate Relatives:
The Designated Persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the Company on an annual basis and as and when the information changes:
In addition, the names of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on a one time basis.
Note: The term “material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift from a designated person during the immediately preceding twelve months, equivalent to at least 25% of the annual income of such designated person but shall exclude relationships in which the payment is based on arm’s length transactions.
Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof applicable to his/her immediate relatives).
Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalised and appropriate action may be taken by the Board of Directors of the Company apart from the penalties prescribed under the Code.
Designated Person who violates the Code shall also be subject to disciplinary action by the Board of Directors of the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.
The action by the Company shall be in addition to any action that may be taken by SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.
In case it is observed by the Board of Directors that there has been a violation of SEBI regulations, they shall inform all the Stock Exchanges where the securities of the Company are traded promptly.
To, Date:
The Compliance Officer,
Nanta Tech Limited
Dear Sir,
Application for Pre-clearance of trading in securities of the Company
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons, I seek approval to purchase /sale /subscribe _______equity shares of the Company as per details given below:
1 | Name of the Applicant | |
2 | Name of the Applicant | |
3 | Name of the Applicant | |
4 | Folio No./DP ID/Client ID No. | |
5 | The proposal is for | a) Purchase of Securities b)Subscription of Securities c)Sale of Securities |
6 | Proposed window of dealing in securities | |
7 | Estimated number of securities proposed to be acquired/subscribed/sold | |
8 | Current Market application)Price(as on Date of | |
9 | Whether the proposed transaction will be through stock exchange or off-market deal | |
10 | Whether the proposed transaction will bethrough stock exchange or off-market deal |
* strike off whichever is not applicable
I enclose herewith the form of Declaration signed by me.
I have gone through the Code of Conduct in respect of prevention of Insider Trading and I will abide by all the rules made there under. I/We declare that the shares to be sold, if any, have been held by me/us for a minimum of 6 months.
I have understood that I will be dealing in the securities in the course of next seven days after receiving the permission from you.
I agree that if after getting your approval I do not trade in the securities within 7 days. I will treat the permission given as cancelled.
Yours faithfully,
_____________
(Signature of Designated Person)
Name:
Designation:
DECLARATION
I, , of the Company residing at
, am desirous of dealing in * shares of the Company as mentioned in my application dated for pre-clearance of the transaction.
I further declare that I am not in possession of or otherwise privy to any unpublished Price Sensitive Information (as defined in the Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons (the Code) up to the time of signing of this Undertaking. In the event that I have access to or received any information that could be construed as “Price Sensitive Information” as defined in the Code, after the signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from dealing in the securities of the Company until such information becomes public.
I declare that I have not contravened the provisions of the Code as notified by the Company from time to time.
I undertake to submit the necessary report within one day of execution of the transaction / a ‘Nil’ report if the transaction is not undertaken.
If approval is granted, I shall execute the deal within 7 trading days from the date of approval of pre- clearance failing which I shall seek fresh pre-clearance.
I declare that I have made full and true disclosure in the matter.
Date: Signature:
* Indicate number of shares
To,
Name:
Designation:
Place:
This is to inform you that your request for dealing in (no’s) shares of the Company as mentioned in your application dated is approved. Please note that the said transaction must be completed within 7 trading days from today.
In case you do not execute the approved transaction /deal within the aforesaid period you would have to seek fresh pre-clearance before executing any transaction/deal in the securities of the Company. Further, you are required to file the details of the executed transactions in the prescribed format within one day from the date of transaction/deal. In case the transaction is not undertaken a ‘Nil’ report shall be necessary. You shall not execute a contra trade within 6 months from the date of your present trade.
Yours faithfully,
For Nanta Tech Limited
Compliance Officer
Date:
Encl: Format for submission of details of transaction
To, Date:
The Compliance Officer,
Nanta Tech Limited
I hereby inform that in furtherance of your Pre-Clearance Order dated…… for Purchase/Sale of Shares, I:
have not bought / sold/ subscribed any securities of the Company for the following reasons:
have bought/sold/subscribed securities as mentioned below on (date)
Name of holder |
No. of Securities dealt with |
Bought/sold/subscribed |
DP ID/Client ID/Folio No. |
Price (Rs.) |
---|---|---|---|---|
In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 5 years and produce to the Compliance officer / SEBI any of the following documents:
I agree to hold the above securities for a minimum period of six months. I shall not enter into a contra trade within 6 months from the previous transaction.
Name, PAN No. & address of shareholder and |
No. of securities held before the transaction |
Receipt of allotment advice/acquisition of/sale of securities |
Nature of Transaction & Quantity |
Trading Member through whom the trade was executed with SEBI Registration No. of TM |
Exchange on which the trade was executed |
||
---|---|---|---|---|---|---|---|
Purchase |
Sale |
Others |
|||||
Details of change in securities held by immediate relatives:Details of change in securities held by immediate relatives:
Name, PAN No. & address of shareholder andrelationship |
No. of securities held before the transaction |
Receipt of allotment advice/acquisition of/sale of securities |
Nature of Transaction & Quantity |
Trading Member through whom the trade was executed with SEBI Registration No. of TM |
Exchange on which the trade was executed |
||
---|---|---|---|---|---|---|---|
Purchase |
Sale |
Others |
|||||
I/We declare that I/We have complied with the requirement of the minimum holding period of six months with respect to the securities purchased/sold.
I declare that the above information is correct and that no provisions of the Company’s Code and/or applicable laws/regulations have been contravened for effecting the above said transactions(s).
Signature:
Name & Designation:
To,
The Compliance Officer Date:__________
Nanta Tech Limited
Dear Sir,
I request you to grant me waiver of the minimum holding period of six months as required under the Code for Regulating, Monitoring and Reporting of Trading by Designated Persons with respect to ……………. Shares of the Company held by me / ………………………..……… (name of relative) singly / jointly acquired by me on ……………… (Date). I desire to deal in the said shares on account of ………………………………………………………………………………………………… (give reasons).
Thanking you,
Yours faithfully,
(Name):
(Designation):