CODEOFCONDUCT FOR PREVENTION OF INSIDER TRADING 1. INTRODUCTION 1.1 TheCodeofConduct(hereinafterreferredtoas thecode )shallbethecodeofcond uctforprevention of Insider Trading of Escorts Limited(hereinafter referred to as the Company ). 1.2 The Code shall come into force with effect from February 9,2017. 1.3 The Code is applicable to all Designated Persons, their dependent family members, Connected Persons, Promoter and Promoter Group of the Company. 1.4 The purpose of the Code is to maintain ethic a land transparent process while dealing in the Securities of the Company by the Insiders. This code will also put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. 2. DEFINITIONSANDINTERPRETATIONS 2.1 Compliance Officer: Compliance Officer means the Company Secretary of the Company or such other senior officer as may be appointed by the Board of Directors of the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 ( hereinafter referred to as the Regulations ). 2.2 Connected Person: Connected Person means i. 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himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access. ii. the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established, a. an immediate relative of connected persons specified in clause (i); or b. a holding company or associate company or subsidiary company; or c. an intermediary as specified in section 12 of the Act or an employee or director thereof; or d. an investment company, trustee company, asset management company oran employee or director thereof; or e. an official of a stock exchange or of clearing house or corporation; or f. a member of board of trustees of a mutual fund or a member of the boardof directors of the asset management company of a mutual fund or is anemployee thereof; or g. a member of the board of directors or an employee, of a public financialinstitution as defined in section 2 (72) of the Companies Act, 2013; or h. an official or an employee of a self regulatory organization recognised orauthorized by the Board; or i. a banker of the company; or j. a concern, firm, trust, Hindu undivided family, company or association ofpersons wherein a director of a company or his immediate relative orbanker of the company, has more than ten per cent. of the holding orinterest; NOTE: It is intended that a connected person is one who has a connection with the company that is expected to put him in possession of unpublished price sensitive information. Immediate relatives and other categories of persons specified above are also presumed to be connected persons but such a presumption is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who may not seemingly occupy any position in a company but are in regular touch with the company andits officers and are involved in the know of the company s operations. It is intended to bring within itsambit those who would have access to or could access unpublished price sensitive information about any company or class of
companies by virtue of any connection that would put them in possession of unpublished price sensitive information. 2.3 Designated Person: Designated Person shall mean the following: i. Directors ii. Promoters and Promoter Group iii. Key Managerial Personnel iv. Employees in the grade of Associate Vice President and above v. Auditors 2.4 Generally Available Information: Generally Available Information means information that is accessible to the public on a non discriminatory basis; NOTE: It is intended to define what constitutes generally available information so that it is easier to crystallize and appreciate what unpublished price sensitive information is. Information published on the website of a stock exchange, would ordinarily be considered generally available. 2.5 Immediate Relative: 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; NOTE: It is intended that the immediate relatives of a connected person too become connected persons for purposes of these regulations. Indeed, this is a rebuttable presumption. 2.6 Insider: Insider means any person who is: i) a connected person; or ii) in possession of or having access to unpublished price sensitive information; NOTE: Since generally available information is defined, it is intended that anyone in possession of or having access to unpublished price sensitive information should be considered an insider regardless of how one came in possession of or had access to such information. Various circumstances are provided for such a person to demonstrate that he has not indulged in insider trading. Therefore, this definition is intended to bring within its reach any person who is in receipt of or has access to unpublished price sensitive information. The onus of showing that a certain person was in possession of or had access to unpublished price sensitive information at the time of trading would, therefore, be on the person leveling the charge after which the person who has traded when in possession of or having access to unpublished price sensitive information may demonstrate that he was not in such possession or
that he has not traded or he could not access or that his trading when in possession of such information was squarely covered by the exonerating circumstances. 2.7 Key Managerial Personnel: Key Managerial Personnel means the persons as may be appointed by the Board of Directors of the Company as Key Managerial Person from time to time. 2.8 Securities shall have the meaning assigned to it under the Securities Contracts(Regulation) Act, 1956 or any modification thereof except units of a mutualfund; 2.9 Trading: Trading means and includes subscribing, buying, selling, dealing, or agreeing tosubscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly; NOTE: Under the parliamentary mandate, since the Section 12A (e) and Section 15G of the Act employsthe term 'dealing in securities', it is intended to widely define the term trading to include dealing. Such a construction is intended to curb the activities based on unpublished price sensitive information which are strictly not buying, selling or subscribing, such as pledging etc when in possession of unpublished price sensitive information. 2.10 Trading Day: Trading Day means a day on which the recognized stock exchanges are open fortrading; 2.11 Unpublished Price Sensitive Information : Unpublished Price Sensitive Information (UPSI) means any information, relating to acompany or its securities, directly or indirectly, that is not generally available which uponbecoming generally available, is likely to materially affect the price of the securities andshall, ordinarily including but not restricted to, information relating to the following: i. financial results; ii. dividends; iii. iv. change in capital structure; mergers, de mergers, acquisitions, delistings, disposals and expansion of businessand such other transactions; v. changes in key managerial personnel; and vi. material events in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. NOTE: It is intended that information relating to a company or securities, that is not generally availablewould be unpublished price sensitive information if it
is likely to materially affect the price upon cominginto the public domain. The types of matters that would ordinarily give rise to unpublished price sensitiveinformation have been listed above to give illustrative guidance of unpublished price sensitive information. 3. TRADING PLAN 3.1 An Insider shall be entitled to formulate a trading plan and present it to the Compliance Officer for approval and public disclosure. Upon approval of Trading Plan, the Compliance Officer shall notify the plan to the Stock Exchanges on which the Securities are listed. 3.2 The Insiders: 3.2.1 Shall not commence trading under such trading plan earlier than sixmonths from the public disclosure of the plan; 3.2.2 Shall not trade for the period between the twentieth trading day prior to the lastday of any financial period for which results are required to be announced by the issuer ofthe securities and the second trading day after the disclosure of such financial results; 3.2.3 Shall not be entitled to trade under the Trading Plan for a period of less than 12 months 3.2.4 Shall not form a Trading Plan when another Trading Plan is already in existence 3.2.5 Shall either set out the value of trades to be effected or the number of securities to betraded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected 3.2.6 Shall not use Trading Plans for trading in securities for market abuse. 3.2.7 Shall mandatorily implement the plan without being entitled to either deviate from it or execute any trade outside the scope of the Trading Plan. Thus, the Trading Plan, once published, shall be irrevocable. 3.3 However, the Insider shall not commence trading under Trading Plan, if any UPSI in his possession at the time of formulation of the Plan has not become Generally Available Information at the time of commencement of the Plan. In such cases, the Compliance Officer will confirm that the commencement ought to be deferred. 3.4 The Compliance Officer shall review the Trading Plan to assess whether the Plan has the potential for violation of the Regulations and shall be entitled to seek such express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the Plan.
4. TRADING WINDOW A trading period called Trading Window shall be available for trading in securities. The Trading Window shall be closed from the last day of any financial period for which results are required to be announced by the issuer of the securities and the second trading day after the disclosure of such financial results during which Designated Persons or his Immediate Relatives are prohibited from dealing in Securities. This will 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. 5. TRANSACTIONS IN SHARES OF THE COMPANY 5.1 No Designated Person of the Company shall apply for pre clearance of any proposed trade if such Designated Persons is in possession of any Unpublished Price Sensitive Information. 5.2 Any Designated Person who intend to deal in the securities of the Company, shall get the transactions pre cleared by applying to Compliance Officer if there are total purchases/ sales transactions/ trades involving a market value of Rs. 10,00,000 or more in a calendar quarter. 5.3 Every Designated Person of the Company shall disclose to the Company in such form as may be prescribed, the no. of securities acquired or disposed off with in two trading days of such transaction, if the aggregate value of securities traded, whether in one transaction or a series of transaction, over any calendar quarter exceeds Rs. 10,00,000. 5.4 Designated Person who is permitted to trade shall not execute contra trade with in a period of 6 months from the date of the trade. 5.5 Any trade for which pre clearance have been obtained has to be executed within seven trading days from the date of such pre clearance failing which a fresh pre clearance would be needed for the trades to be executed. 5.6 Any Designated Person who has traded in the Securities of the Company shall furnish copies of account statement of securities and such other document as may reasonably be required by the Compliance Officer in order to enable him to verify the accuracy of the information furnished and monitor adherence with this Code.
6. CHINESE WALL PROCEDURE The Company has adopted the below norms for appropriate Chinese Wall Procedures. 6.1 To prevent the misuse of UPSI, the Company has adopted Chinese Wall procedure policy which separates those departments which routinely have access to UPSI, considered inside areas from those departments which deal with sale/ marketing or other departments providing support services, considered public areas. 6.2 As per the above procedures: i. The Designated Persons in the inside areas are not allowed to communicate any UPSI to anyone in the public areas. ii. The Designated Persons in inside area may be physically separated from the Employees in public area. iii. Only in exceptional circumstances, Employees from the public areas are brought over the wall and given UPSI on need to know basis under intimation to the Compliance Officer. 7. FORMATS Formats for various documents are annexed as Annexure A to Annexure to this Code. 8. COMPLIANCE WITH CODE OF CONDUCT 8.1 The Compliance Officer shall report a compliance status on this Code on half yearly basis to the Chairman of the Audit Committee and Board of Directors. 8.2 The Company is empowered to take appropriate action against any connected person who violates this code. Such action may include wage freeze, suspension, ineligibility for future participation in employee stock option plan etc. 8.3 When a person who has traded in securities has been in possession of UPSI, his trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession. The onus is on the Insiders to prove that they are innocent.
8.4 Any violation under the Regulations and this Code will be reported by the Compliance Officer to SEBI. 9. AMENDMENTS AND MODIFICATIONS This code shall be reviewed from time to time and any amendments or modifications thereto shall be subject to the review and approval of Board of Directors of the Company. ESCORTS LIMITED Phone: +91 129 2250222, Fax: +91 129 2250060, 2250058 Email: corpsect@ndb.vsnl.net.in, Website: www.escortsgroup.com Registered Office: 15/5, Mathura Road, Faridabad 121 003, Haryana CIN: L74899HR1944PLC039088