Code of Conduct for Prevention of Insider Trading

Code of Conduct for Prevention of Insider Trading

PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING 1. PREAMBLE 1.1 Punj Lloyd Limited (the Company) endeavours to preserve the confidentiality of unpublished price sensitive information and to prevent the misuse of such information. The Company is committed to transparency, fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations in force. 1.2 The Securities Exchange Board of India (Insider Trading) Regulations, 1992, as amended in 2002 (the Regulations) make it mandatory for every public listed company to lay down a Code of Conduct for Prevention of Insider Trading. 1.3 Every director, officer, designated employee of the Company has a duty to safeguard the confidentiality of all information obtained during the course of his or her employment at the Company. 1.4 This Code of Conduct for Prevention of Insider Trading (the Code) shall come into force with effect from the day immediately following day immediately following the date of the listing of the shares of the Company at the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). 2. DEFINITIONS AND INTERPRETATIONS Definitions 2.1 Terms used but not defined herein, shall unless the context requires otherwise have the meaning to them below: Board or Board of Directors means the Board of Directors of the Company or any Committee thereof; Company means Punj Lloyd Limited; Compliance Officer means the Company Secretary of the Company; Connected Person shall have the meaning given to it in the Regulations and, unless the Regulations specify otherwise, means any person who: (i) is a Director or is deemed to be a director of the Company under Section 307(10) of the Companies Act, 1956; (ii) is an officer or employee of the Company, whether temporary or permanent, and who may reasonably be expected to have access to unpublished Price Sensitive Information in relation to the Company; 1 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

(iii) 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between himself and the Company, whether temporary or permanent and who may reasonably be expected to have access to unpublished Price Sensitive Information in relation to the Company; and (iv) any person who was, until 6 months prior to the relevant act of Insider Trading, a person within paragraphs (a), (b) and (c) above; Deemed Connected Persons shall have the meaning given to it in the Regulations and, unless the Regulations specify otherwise, means any person who, in relation to the Company: (i) is a company under the same management or group, or any subsidiary company thereof within the meaning of sub-section (1B) of section 370, or sub-section (11) of section 372, of the Companies Act, 1956, or sub-clause (g) of section 2 of the Monopolies and Restrictive Trade Practices Act, 1969, as the case may be; (ii) is an intermediary as specified in section 12 of the SEBI Act, investment company, trustee company, asset management company or an employee or director thereof or an official of a stock exchange or of a clearing house or a corporation; (iii)is a merchant banker, share transfer agent, registrar 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 has 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, that has lent to or invested in the Company; (v)is an official or an employee of a self-regulatory organisation recognised or authorised by the board of a regulatory body and which has access to Price Sensitive Information; (vi)is a Relative of any of the aforementioned persons; (vii)is a banker of the Company; (viii)relatives of the Connected Person; or (ix)is a concern, firm, trust, Hindu undivided family, company or association of persons wherein any Connected person or any of the persons mentioned in paragraphs (vi), (vii) or (viii) have more than 10 per cent of the holding or interest; Dealing in Securities means subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities either as principal or agent; Designated Employee means: (a) all Directors; (b) all Presidents and Executive Directors of the Company including those on secondment to JVs; (c) all Senior General Managers and General Managers of the Company; 2 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

(d) all employees of the rank of Manager and above in the Finance and Accounts, Secretarial and Internal Audit function/department and (e) time; any other employee of the Company designated by the Board of Directors from time to Dependent Family Members means a Relative of the Designated Employee that is financially dependent on such Designated Employee; Director means a member of the Board of Directors; Disciplinary Action means any punitive action taken by the Company, including but not limited to wage freeze, suspension or termination of employment or exclusion for future participation in any employee stock option plans of the Company; ESOP means any employee stock option plan or scheme for the benefit of employees of the Company; Financial Results means the quarterly, half yearly or annual financial statements of the Company; Holding Period means a minimum period of continuous 30 days during which time a Designated Employee must hold the Securities allotted to or purchased by him. In the case of an initial public offer, the Holding Period commences on the date of issue and allotment of the Securities to such Designated Employee; Insider Trading means the use of unpublished Price Sensitive Information by an Insider to engage in Dealing in Securities of the Company; Insider means any person who is or was a Connected Person or a Deemed Connected Person and who is reasonably expected to have access to unpublished Price Sensitive Information in respect of Securities of the Company or who has received or has had access to such unpublished Price Sensitive Information; Option means a right to subscribe for, or purchase, or otherwise receive any equity shares of the Company or other Security convertible into, or exchangeable into, or exercisable for, any equity shares of the Company; Price Sensitive Information shall have the meaning given to it in the Regulations and, unless the Regulations specify otherwise, means any unpublished information, which relates directly or indirectly to the company and which if published, is likely to materially affect the price of securities of Company. The following is deemed to be Price Sensitive Information: (a) (b) (c) (d) (e) (f) (g) 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 of the Company; amalgamation, mergers or takeovers of or by or in respect of the Company; disposal of the whole or substantial part of the undertaking of the Company; and any significant changes in policies, plans or operations of the Company; 3 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Prohibited Period means the period of time when the Trading Window is closed and as specified in Clause 5; Relative shall have the meaning given to it in Section 6 of the Companies Act, 1956; SEBI means the Securities and Exchange Board of India; SEBI Act means the Securities and Exchange Board of India Act, 1992; Securities shall have the meaning given to it in the Securities Contracts (Regulations) Act, 1956 and, unless the Securities Contracts (Regulations) Act, 1956 specify otherwise, means, in relation to the Company: (a) shares, scrips, bonds, debentures, debenture stock or other marketable securities of a similar nature; (b) puts, calls or any other option on the Company s Securities even though they are not issued by the Company; (c) (d) to time; futures, derivatives and hybrids, and such other instruments as may declared to be such by the Compliance Officer from time Trading means Dealing in Securities of the Company; and Trading Window means the period of time when Trading is allowed. Interpretation 2.2 This Code shall be interpreted as follows: (a) terms that have not been defined in this Code shall have the meaning assigned to them in the Companies Act, 1956, SEBI Act or the Regulations; (b) this Code can be modified/amended/altered only by Board of Directors; (c) a reference to a statute or statutory provision includes, to the extent applicable at any relevant time: (i) that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision; and (ii) any subordinate legislation or regulation made under the relevant statute or statutory provision; (d) unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa; and (e) Any reference to a person includes any individual, firm, corporation, partnership, company, trust, association, joint venture, government (or agency or political subdivision thereof) or other entity of any kind, whether or not having separate legal personality. A reference to any person in this Code shall, where the context permits, include such person's executors, administrators, heirs, legal representatives and permitted successors and assigns. 4 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

3. COMPLIANCE OFFICER 3.1 The Company has appointed the Company Secretary as the Compliance Officer. The Compliance Officer shall report to the Chairman of the Company. 3.2 The Compliance Officer shall be responsible for the following: (a) maintenance of a record of Designated Employees substantially in the format set out in Annex 1 hereto; (b) in consultation with the Chairman of the Company and as directed by the Board, the specification and announcement of a Prohibited Period; (c) maintenance of a record of Prohibited Periods specified from time to time; and (d) setting forth policies, procedures, monitoring adherence to the rules for the preservation of Price Sensitive Information, pre-clearing of Designated Employees and their Dependent Family Members, monitoring of Trading and the implementation of this Code under the overall supervision of the Board. 4. PRICE SENSITIVE INFORMATION Preservation of Price Sensitive Information 4.1 Designated Employees and other officers of the Company shall maintain the confidentiality of all Price Sensitive Information and 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. Need to Know 4.2 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 and whose possession of such information will not give rise to conflict of interest or appearance of misuse of information. Limited access to confidential information 4.3 Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc. Files containing confidential information should be deleted/destroyed after its use. 5 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

5. PROHIBITION OF INSIDER TRADING Prohibition 5.1 No Insider shall: (a) (b) Trade in Securities of the Company, either on their own behalf or on behalf of any other person when in possession of any unpublished Price Sensitive Information; or communicate, counsel or procure directly or indirectly any unpublished Price Sensitive Information to or from any person who while in possession of such unpublished Price Sensitive Information shall not deal in Securities 5.2 The restrictions stated in clause 5.1 above shall not be applicable to any communication required in the ordinary course of business or under any law. Trading Restrictions 5.3 Designated Employees shall not indulge in Trading during a Prohibited Period. 5.4 The following events shall trigger a Prohibited Period, the duration of which shall be in accordance with clause 5.5 and 5.6 below: (a) (b) (c) (d) (e) (f) (g) (h) declaration of Financial Results; declaration of Dividends, whether interim or final; issue of Securities by way of public issue, rights issue or bonus issue; any major expansion plans or execution of new projects of the Company; amalgamation, mergers, takeovers of or by or in respect of the Company; buy- back of Securities; disposal of whole or substantially whole of the undertaking of the Company; and any change in policies, plans or operations of the Company. 5.5 Subject to Clause 5.6, the Prohibited Period shall begin; on the earlier of (i) the first day of the month in which the meeting of the Board of Directors is proposed to be held to consider the events set out in clause 5.4 above and (ii) the date of circulation of agenda papers pertaining to any of the events set out in Clause 5.4 above, and shall continue until the beginning of the 25th hour following the publication of the relevant Price Sensitive Information. The Company shall intimate the beginning of the Prohibited Period to all Designated Employees in the form annexed hereto as Annex 2. 6 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

5.6 The Prohibited Period in case of declaration of Financial Results shall be as set out below: Nature of Financial Results Date of Declaration Date of start of the Prohibited Period Unaudited results for the first quarter (April to June) Unaudited results for the second quarter/half year (July to September) Unaudited results for the third quarter (October to December) Audited results for the financial year ending on March 31 On or before 31 July On or before 31October On or before 31 January On or before 30 June 1 July 1 October 1 January 1 June or if declared earlier,the 1st day of the month in which the results are to be declared. 5.7 The Trading Window shall be opened 24 hours after the information is made public and the Prohibited Period shall end at such time. 5.8 Designated Employees of the Company shall undertake Trading only when the Trading Window is open and shall not Trade during the Prohibited Periods or during any other period as may be specified by the Company from time to time. 5.9 Options under an ESOP may be exercised during a Prohibited Period. However, sale of Securities allotted on exercise of such Options shall not be allowed during a Prohibited Period. Pre-clearance or pre-dealing of Trading 5.10 Designated Employees of the Company who intend to undertake Trading in 2500 or more equity shares of Rs. 2/- each of the Company in a single day shall pre-clear the transactions as per the pre-dealing procedure as described below. In case of change in face value of share of the Company in future, the limit for taking pre-clearance shall change accordingly 5.11 An application for pre-clearance of Trading shall be made to the Compliance Officer substantially in the form set out in Annex 3. 5.12 The application shall incorporate, inter alia, the following clauses: (a) a representation that such Designated Employee does not have any access to, or has not received any, Price Sensitive Information up to the time of execution of such application; (b) a covenant that if following the execution of such application but before the completion of the transaction, such Designated Employee has access to, or receives Price Sensitive Information, he or she shall inform the Compliance Officer of the change in his position and that he shall completely refrain from Trading until such information becomes public; 7 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

(c) a representation that he has not contravened this Code and is in full compliance with this Code; and (d) a representation that he has made a full and true disclosure in the matter. 5.13 The Compliance Officer shall on receiving an application for pre-clearance provide the relevant Designated Employee with an acknowledgement on a duplicate of the application. 5.14 Subject to clause 5.16, if the application for pre-clearance has been duly completed in accordance with Annex 3, the Compliance Officer shall grant approval within [2] working days from the date of acknowledgement substantially in the form set out in Annex 4. 5.15 The Compliance Officer shall retain copies of all applications and acknowledgements. 5.16 In exceptional circumstances, if the Compliance Officer is of the opinion that the relevant Designated Employee has access to, or in possession of, any unpublished Price Sensitive Information, the Compliance Officer shall refuse to give a pre-clearance for the proposed transaction. The Compliance Officer shall provide a written statement of his reasons for withholding his approval. Other Restrictions 5.17 Within one week of the grant of pre-clearance approval under clause 5.14, the relevant Designated Employee shall complete the proposed transaction in respect of which such approval was granted. If such transaction is not completed within this period of one week, the relevant Designated Employee must seek a pre-clearance in accordance with clauses 5.10 to 5.12 above once again. 5.18 The Designated Employees shall make declarations of pre-clearance transactions substantially in the form set out in Annex 6. 5.19 Subject to clause 5.20, Designated Employees shall hold their investments in Securities at least for the duration of the Holding Period. 5.20 If the sale of Securities by a Designated Employee is necessitated by a personal emergency, the Holding Period may be waived by the Compliance Officer, provided that the Compliance Officer records his reasons for doing so in writing. For the avoidance of doubt, equity shares allotted or granted to Designated Employees pursuant to an ESOP shall not be subject to the restrictions on holding Securities for at least the duration of the Holding Period set forth in Clause 5.19. 8 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

6. DISCLOSURES Designated Employees shall make the following disclosures of Securities and other voting rights in the Company held by them and their Dependant Family Members to the Compliance Officer substantially in the form set out in Annex 5: Periodicity of Disclosure Disclosure Requirement Time period within which disclosure is to be made Initial disclosure by a Designated Employee Annual disclosure by a Designated Employee Number of Securities or voting rights held by such Designated Employee and his Dependent Family Members Number of Securities or voting rights held by him and his Dependent Family Members For new Designated Employees, within 4 days of such person being classified as a Designated Employee. In case of existing Designated Employees, within 4 days of the effective date of this Code. Annual statement of all holdings as on March 31 of each year, before April 30 of that year. Disclosure by a Designated Employee if there has been change in shareholding from last disclosure given and such change exceeds Rs. 5 lacs in market value or 25,000 shares or 1% of the total shareholding of the Company or any other limit notified by SEBI, whichever is lower. Number of Securities or voting rights held by him and his Dependent Family Members Within 4 working days of acquisition / sale / transfer / of such Securities or voting rights. 7. RECORDS OF DISCLOSURES RECEIVED BY THE COMPANY 7.1 The Compliance Officer shall maintain records of all the declarations in the appropriate form made by the Designated Employees for a minimum period of three years. 7.2 The Compliance Officer shall place before the Managing Director of the Company, on a monthly basis, all the details of the Dealing in the Securities by Designated Employees of the Company together with the accompanying documents provided by the Designated Employees in accordance with this Code. 8. PENALTIES FOR CONTRAVENTION 8.1 Designated Employees who violate the Code shall be subject to appropriate Disciplinary Action. 8.2 The Disciplinary Action taken by the Company shall not preclude SEBI from taking any action if a violation of this Code also results in a violation of the Regulations. 9 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

9. INFORMATION Where there is a violation of the Regulations, the Compliance Officer or the Company shall immediately inform SEBI about such violation. 10. GENERAL Employees are advised to review this Code and the Regulations carefully and acquaint themselves with all the provisions contained therein. 10 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

LIST OF ANNEXURES 1. Register of Designated Employees 2. Draft of e-mail or notice for intimating closing of Trading Window or commencement of Prohibited Period 3. Application for pre- dealing approval 4. Pre dealing Approval Letter 5. Format of Half Yearly/ Annual Statements of holdings by Designated Employees and their Dependant Family Members. 6. Format for Disclosure of Pre Approved Transactions 11 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

ANNEX 1 REGISTER OF DESIGNATED EMPLOYEES [To be maintained by the Compliance Officer] Emp. No. Name of Employee Grade Dept. Location Name of Dependent Date of Joining Date of ceasing Remarks 12 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

ANNEX 2 DRAFT OF E-MAIL FOR INTIMATING CLOSURE OF TRADING WINDOW Subject: Urgent: Insider Trading- Restrictive period To: All Directors, Employees of Punj Lloyd Limited (the Company ), The Board meeting for approving shall be held in the week of 20[ ]. In view of this, as per the Company s Code of Conduct for prevention of Insider Trading, I request all of you to refrain from trading in the Company s securities with immediate effect till the expiry of 24 hours after the public announcement of is made. Any contravention of the above will be offence under the SEBI Act, 1992 Regulations and punishable with imprisonment for term up to one year and/or with penalty up to Rs. 5.00,000/-. I request all of you to review the Company s Code of Conduct for prevention of Insider Trading, which is available on the Company s intranet. In case you have any doubts, please contact me (Tel:, Email: ) or Mr. (Tel:, Email: ) Thank you for your co-operation in this regard, 13 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

ANNEXURE 3 APPLICATION FOR PRE DEALING APPROVAL To Mr. Compliance Officer Punj Lloyd Limited (the Company ) Date: Dear Sir, Subject: Application for Pre-Dealing Approval My personal details are as under: Name of the Employee Employee No. Department Grade Location I and/or my dependents propose to buy/sell or trade in equity shares of the Company as under: Nature of Transaction (Whether Buy or Sell or other form of trading) Name of Proposed Buyer/Seller No. of Equity Shares to be Bought/Sold *Date of Purchase/ allotment * applicable if application is to sell the Company s shares Details of the depositary with whom I have an account are as follows: [ ] I hereby undertake and represent the following: (a) I do not have any access to, or has not received any, unpublished Price Sensitive Information (as defined in the Company s Code of Conduct for prevention of Insider Trading) up to the time of execution of this application; (b) if following the execution of such undertaking but before the completion of the proposed transaction, I have access to, or receive Price Sensitive Information, I shall inform the Compliance Officer of the change in my position and I shall completely refrain from trading in securities of the company until such information becomes public; 14 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

(c) a representation that he has not contravened the Company s Code of Conduct for prevention of Insider Trading and am in full compliance with this Code; and (d) I have made a full and true disclosure in the matter. I hereby declare that I and my dependents are not in possession of or otherwise privy to unpublished Price Sensitive Information (as defined in the Company s Code of Conduct for prevention of Insider Trading). I am aware that I shall be liable to face penal consequences as set forth in the Company s Code of Conduct for prevention of Insider Trading, in case the above declarations are found to be false or incorrect at any time. I hereby indemnify the Company and its Directors from and against any penalties imposed on them by the Securities and Exchange Board of India and/or any other statutory authorities as a result of violation of the SEBI (Prohibition of Insider Trading) Regulations 1992 and the Company s Code of Conduct. Yours faithfully, Date: (Signature) 15 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

ANNEXURE 4 PRE-DEALING APPROVAL LETTER Date: Sr. no. To Name: Mr. Emp No. : Designation: Location: Subject: Pre-Dealing Approval Punj Lloyd Limited s Shares With reference, to your application dated seeking approval for undertaking certain transactions in the equity shares of the Company, please be informed that you are hereby permitted to undertake the said transaction(s). You may buy/sell in not more than equity shares of the Company pursuant to this approval letter. This approval is being issued relying on the various declarations and indemnities made by you in your said application. This approval letter is valid till (i.e. for 7 days). If you don t execute the approved transaction /deal on or before this date you would have to seek fresh pre-dealing approval before executing any transaction/ deal. Further, you are required to file the details of the executed transactions in the attached format within 4 days from the date of transaction/deal. Yours truly, For Limited Compliance Officer Encl: Format for submission of details of transaction (Format in Annex 6) 16 PUNJ LLOYD LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING