Code of Conduct
Code of Conduct
This Code of Conduct (“Code” hereinafter) has been adopted by the Board of Directors of the Company as a set of standards, values and guidelines for Directors and senior management personnel of the Company so as to promote ethical behaviour and provide guidance to help them recognise and deal with ethical issues in pursuit of Company’s goals and objectives from time to time.
The Code is not exhaustive and does not cover every issue that may arise or every situation where ethical decisions must be made. Rather, it has set forth broad guiding principles in dealing with them.
This Code of conduct is applicable to all
- Functional heads,
- Senior executives,
- Any other employee or officer of the Company who has the opportunity to materially influence the integrity, strategy and operation of the business and financial performance of the Company.
As required under the Listing Agreement, each year as part of annual review, all employees, officers to whom the code applies and Directors would be required to sign an acknowledgement indicating their continued adherence to the provisions of this Code.
Conflict of Interest
All Directors and employees to whom this Code applies shall conduct themselves in an honest and ethical manner and act in the best interests of the Company and shall endeavour to avoid actual or apparent conflicts of interest with that of the Company in personal and professional relationships.
Generally, a conflict of interest occurs when a Director’s / employee’s personal interest interferes or has the potential to interfere or appears to interfere materially with the interests or business of the Company; or the ability of the Director/employee to carry out his or her duties and responsibilities objectively.
Although it would not be possible to visualise and enumerate here each and every situation in which a conflict of interest may arise, the following situations illustrate where conflict of interest arises:
- Working in any capacity for a competitor, customer, supplier or other third party while employed by the Company.
- Accepting gifts of more than modest value or receiving personal and exclusive discounts (if such discounts are not generally offered to the public) or other benefits as a result of the position in the Company from a competitor, customer or supplier.
- Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an employee, officer or Director of the Bank and not including routine investments in publicly traded companies).
- Receiving a loan or guarantee of an obligation as a result of the position.
- Directing business to a supplier owned or managed by, or which employs, a relative or friend.
In carrying out their duties and responsibilities, Directors and employees to whom this Code applies should endeavour to advance the legitimate interests of the Company when the opportunity to do so arises. Accordingly they should avoid:
- using for themselves personal opportunities that are discovered in carrying out their duties and responsibilities to the Company;
- using Company property or information, or their position for personal gain; and
- competing with the Company, in each of the foregoing cases, to the material detriment of the Company.
Each person to whom this Code applies shall deal fairly with customers, suppliers, competitors, the public and each other at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing. No payment in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action.
Occasional business gifts to and entertainment of non-employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of the Company’s business. However, extending such gifts should be infrequent and their value should be modest. Gifts or entertainment in any form that is likely to result in a feeling or expectation of personal obligation should not be extended or accepted.
Protection and proper use of Company’s assets
It is the duty and responsibility of each person to whom the provisions of this Code extend to protect Company’s assets and resources from any loss, theft or misuse. Any suspected loss, misuse or theft should be promptly brought to the notice of the higher management for taking appropriate action. The Company’s assets and resources shall be applied and used only for the legitimate business purposes of the Company.
The Company is committed to conduct its business operations with integrity and in full compliances of all legal and regulatory requirements. Accordingly, no employee, officer or Director of the Company shall commit an illegal or unethical act or instruct others to do so for any reason.
Trading on inside information
Using non-public information to trade in securities of the Company, or providing a family member, friend or any other person with a “tip” is illegal. All non-public information should be considered inside information and should never be used for personal gain.
The Board of Directors of the Company has already put in place a Code of Conduct for Prevention of Insider Trading, copies of which have been circulated / distributed to all applicable employees, officers and Directors. Accordingly all the officers, employees and Directors shall continue to adhere and follow the provisions of the said Code as amended by the Board from time to time.
All persons to whom this Code applies should observe the confidentiality of information that they acquire in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated. Confidential information includes, but is not limited to, all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Of special sensitivity is financial information, which should, under all circumstances, be considered confidential.
Compliance with this Code and reporting of any illegal or unethical behaviour.
It is the responsibility of each employee, officers and Directors to whom this Code applies to strictly adhere and comply with the guiding principles and provisions contained herein and to report to appropriate higher authorities, Audit Committee or Board of Directors as the case may be, as and when any instance of violations or unethical conduct is noticed.
Waiver and amendments
Any waiver of, or amendment to, the requirements of this Code may only be authorised by the Board of Directors, and will be subject to public disclosure to the extent required by law or the listing standards / requirement.
Code of conduct for provision of insider trading
The following shall be deemed to be price sensitive information:
• Periodical financial results of the Company;
• Intended declaration of dividends (Interim and / or Final);
• Issue of Securities or Buy-back of Securities;
• Any major expansion plans or execution of new projects;
• Amalgamation, merger or takeover;
• Disposal of the whole or substantially the whole of the undertaking;
• Any significant changes in policies, plans or operations of the Company having material impact on the financials of the Company.
n) "Regulations" mean the SEBI (Prohibition of Insider Trading) Regulations, 1992,
o) "Securities" means Equity (Ordinary) Shares and all other securities of the
Company issued and / or to be issued from time to time and listed / to be listed on the stock exchange(s).
p) "Stock Exchange" means any stock exchange, which is recognised by the Central Government or SEBI under Section 4 of Securities Contracts (Regulation) Act, 1956.
q) "Threshold Limit" means the minimum number of securities as decided by the Board of Directors of the Company from time to time. Until otherwise resolved by the Board, 5,000 equity shares for members of the Board and 2,500 equity shares for officers and other designated employees shall be the Threshold Limit.
r) "Trading Window" - means a trading period for trading in the Company's
Securities as specified by the Company from time to time. All days shall be the Trading Period except those days specified in Clause 8 hereunder.
s) "Unpublished Information" means information, which is not published by the Company or its Agents and is not specific in nature.
Explanation - Speculative Reports in print or electronic media shall not be considered as Published Information.
t) Words and phrases not specifically defined herein shall have the same meaning as defined under the Act, Companies Act, and the Regulations as amended from time to time.
- This Code of Conduct will be known as "Yash Papers Limited Code of Conduct for prohibition of Insider Trading" hereinafter referred to as “Code”.
- This Code of Conduct has been made pursuant to Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, hereinafter referred to as the "Regulations ".
The Code on Insider Trading is formulated with a view to abide by the spirit of the SEBI regulations on the insider trading. The Code will govern the framework for acquisitions, purchases and sale of the securities of the Company and will be applicable to Directors/ Officers/ Designated Employees of Yash Papers Limited and their dependent family members as defined therein.
The definitions as framed in Regulation 2 of Chapter I of the Regulations, shall apply and form part of this Code.
a) "Act" means the Securities and Exchange Board of India Act, 1992.
b) "Body Corporate" means a body corporate as defined under Section 2 of the Companies Act.
c) "Board of Directors" means the Board of Directors of the Company.
d) "Committee" means the Committee, if any, constituted by the Company for the implementation of these Regulations.
e) "Companies Act" means The Companies Act, 1956.
f) "Company" means Yash Papers Limited.
g) "Compliance Officer" means the existing Company Secretary of the Company or the Officer appointed by the Board of Directors of the Company for the purpose of this Code and the Regulations.
h) "Dealing in securities" means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent.
i) "Dependent Family Members" shall include dependent spouse and dependent children.
j) "Designated Employees" shall mean all employees comprising the top tier of the Company’s Management, all employees in the finance, accounts and secretarial departments and such other employees who may be so designated from time to time by the Company for the purpose of this Code and who may be able to have access to any ‘price sensitive information’ as defined in this Code or the Regulations.
k) "Insider" means any person who is or was connected with the Company or is
deemed to have been connected with the Company, 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.
l) "Officer of the Company" means any person as defined in Clause (30) of
Section 2 of the Companies Act, including the Auditors of the Company.
m) "Price Sensitive Information" means any information, which relates, directly or
indirectly, to the Company and which, if published, is likely to materially affect the price of securities of the Company.
Confidentiality of price sensitive information
a) Directors / Officers / Designated Employees shall maintain the confidentiality of all price sensitive information. They shall, while in possession of any price sensitive information, neither deal in the securities of the Company on the basis of price sensitive information nor pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.
b) Price Sensitive Information is to be handled on a "need to know" basis. It should be disclosed only to those within the Company who need the information to discharge their duty.
c) Files containing confidential information shall be kept secured. Computer files must have adequate security of login and password, etc.
d) Directors/officers/designated employees shall not acquire/purchase/sell the Company’s securities either on behalf of themselves or others, when in possession of unpublished price sensitive information.
e) Directors/officers/designated employees shall not communicate, counsel or procure, directly or indirectly, any unpublished information to any person by way of making recommendation for acquisition/purchase/sale of the Company’s securities.
Functions, duties and responsibilities of the Compliance Officer
The Compliance Officer shall be subject to the supervision of the Board of Directors of the Company.
The Compliance Officer shall be responsible for-
• Setting forth policies, procedures and monitoring adherence to the Rules for the preservation of Price Sensitive Information, Pre-clearance of trades of Directors, officers and designated employees and their dependent family members and monitoring of trades and implementation of this Code.
• Maintaining record of Directors, officers and designated employees and incorporate changes from time to time.
• Assisting all employees in addressing any clarifications in the Regulations or this Code.
• Ensuring that all Directors, officers and designated employees of the Company shall conduct their dealings only when the Trading Window is open.
• Ensuring that all Directors, officers and designated employees furnish the details of transactions in the securities of the Company as stated in Clause 7 in the prescribed form and maintain a record of all the intimation received for a period of at least three years.
• Maintaining records of all declarations as stated in Clause 7 in the prescribed form and to place the same before the Managing Director, on a quarterly basis.
• Obtaining initial and continual disclosures from Directors, officers and designated employees, major shareholders and to give information in respect of the disclosures made to all the stock exchanges where the securities are listed, within five working days of receipt.
Reporting requirement for transactions in securities
A. By Directors, officers and designated employees
- Initial Disclosures
All Directors, officers and designated employees shall forward the following details of their securities, including that of their dependant family members, to the Compliance Officer in Form A annexed hereto:
Details of securities of the Company held:
- at the time of joining of the Company and
by new Directors, officers and designated employees within four working days of becoming Directors, officers and designated employees.
- Monthly / Annual disclosures
In addition to the above, they shall also furnish to the Compliance Officer the following:
- Monthly statement of transactions in securities of the Company in Form B annexed hereto. If there is no transaction in a particular month, nil statement need not be submitted.
Annual statement of all their holdings in securities of the Company to be submitted within 30 days of the closure of each Financial Year in Form C annexed hereto.
- Continual Disclosures
Any change in shareholding or voting rights: If there is a change in such holdings from the last disclosure made and the said change exceeds Rs.5,00,000/- in market value or 5,000 shares or 1% of the total share holding or voting rights, whichever is lower. Such changes in shareholding or voting rights, to be disclosed to the Company within four working days or such other time limit as may be specified in Form D annexed hereto.
B. By other major shareholders
- Initial disclosure
Any person holding more than 5% shares / voting rights in the Company shall disclose the number of shares or voting rights held within four working days of receipt of intimation of allotment of shares or the acquisition of shares in Form A annexed hereto.
- Continual disclosure
Any person who holds more than 5% shares or voting rights in the Company shall disclose to the Company the number of shares or voting rights held and change in the shareholding or voting rights held, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure and such change exceeds 2% of total shareholding or voting rights in the Company. Disclosure shall be made in Form D annexed hereto.
8. Prevention of misuse of price sensitive information
All Directors, officers and designated employees of the Company shall be subject to trading restrictions in the following manner -
(i) All Directors, officers and designated employees of the Company shall trade in the Company's securities only during the period specified by the Company from time to time.
The ‘Trading Window’ shall be closed during the time the information referred to hereunder is unpublished. When the ‘Trading Window’ is closed, the Directors, officers and designated employees shall not trade in the securities of the Company during that period.
ii) The ‘Trading Window’ shall, inter-alia, be closed-
- From the date of the notice to the stock exchange of the meetings of the Directors or committee of Directors until one day after the date of declaration /publication of the annual /half yearly /quarterly results as the case may be;
- From the date of the notice to the stock exchange of the meetings of the Board of Directors where the decision on any of the following matters is taken/ intended to be taken until one day after the decision is made public:
a) Intended declaration of dividends (interim and / or final); b) Issue of securities or buy-back of securities;
c) Any major expansion plans or execution of new projects;
d) Amalgamation, merger or takeover;
e) Disposal of the whole or substantially the whole of the undertaking;
f) Any significant changes in policies, plans or operations of the Company
having material impact on the financials of the Company.
- ‘Trading Window’ may be closed by the Company during such time in addition to the above period, as it may deem fit from time to time.
- The date of Board Meeting and/or closure of ‘Trading Window’ during such time as specified above are informed to the Directors/departmental heads. Any Director/officer/designated employee who proposes to acquire/ purchase/ sell the Company’s securities has an obligation to verify the Board Meeting date and/or date of closure of ‘Trading Window’ with the Company Secretary and refrain from acquiring/ purchasing/ selling the Company’s securities during the closure of ‘Trading Window’ and also abide by the pre-clearance procedure.
iv) No Director, Officer or designated employee shall conduct any dealing in the securities of the Company during the closure of the ‘Trading Window’. In case of ESOPs (Employee Stock Option Plan), exercise of option may be allowed during 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.
Pre-clearance of trades
All Directors, officers and designated employees of the Company intending to deal in the securities of the Company up to the Threshold Limit fixed, as defined and provided herein before, may do so without any pre-clearance from the Compliance Officer.
In all other cases, they should pre-clear the transactions as per the pre-dealing procedure as provided hereunder:
a) Make an application in the prescribed format enclosed along with Form E annexed hereto, to the Compliance Officer indicating the estimated number of securities that he/she intends to deal in, the details as to the depository(ies) with which he/she maintains a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the Company in this behalf.
b) He / she shall execute an undertaking in favour of the Company incorporating, therein, inter alia, the following clauses, as may be applicable:
i) that he / she does not have any access or has not received Price Sensitive
Information upto the time of signing the undertaking ;
ii) that in case he/she has access to or receives Price Sensitive Information after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his/her position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public ;
iii) that he/she has not contravened any provisions of this Code, as may be notified by the Company from time to time ;
iv) that he/she has made a full and true disclosure in the said matter.
c) The Directors/officers/designated employees shall execute their transactions in respect of securities of the Company within one week after the approval of pre-clearance is given failing which the transaction has to be pre-cleared again. They shall hold their investments in securities for a minimum period of 30 days from the date of purchase/actual allotment. In case of a personal emergency the 30 days holding period may be waived by the Compliance Officer (application to be made in Form F) after recording in writing the reasons in this regard.
In case of the Compliance Officer intending to deal in the securities of the Company beyond the threshold limit the pre-clearance of the Managing Director will have to be obtained. Similarly in case of personal emergency Compliance Officer may obtain the waiver from the Managing Director with regard to complying with the minimum period of holding investments for 30 days.
10. Restrictions on the Company
The Company shall not deal in the securities of another Company or associate of that other Company, while in possession of any unpublished Price Sensitive Information of that other Company.
a) Any Director, officer or designated employee, who trades in securities or communicates any information for trading in securities in contravention of this Code, shall be penalised and appropriate action shall be taken against him/them by the Company after giving reasonable opportunity for ‘show cause’. He/she shall also be subject to disciplinary action, as deemed appropriate, including wage freeze, suspension, in-eligibility for future participation in ESOPs etc.
b) In addition to the action, which may be taken by the Company, the persons violating the Regulations or this Code shall also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform SEBI accordingly.
The decision of the Board of Directors of the Company with regard to any or all matters relating to this Code shall be final and binding on all concerned. The Board of Directors of the Company shall have the power to modify, amend or replace this Code in part or full as may be thought fit from time to time in their absolute discretion.
14. This Code has been duly approved by the Board of Directors and shall be deemed to have come into force with effect from January 01, 2006.
Form A: Form for initial disclosure of details of shares held by substantial shareholders/ Directors/ officers/ designated employees.Download
Form B: Periodic statement of shareholdings of Directors/officers/designated employees.Download
Form C: Annual disclosure- Statement of shareholding of Directors/officers/designated employees.Download
Form D: Disclosure of change in holding - Details of shareholding of substantial shareholder/Directors/ officers/ designated employees held in their own name.Download