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INSIDER
TRADING &CORPORATE DISCLOSURE |
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1.0 |
INTRODUCTION |
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Trading in a listed Company’s securities by insiders who
enjoy a special status on account of access to
price sensitive information and as a result thereof,
are able to use their special status for individual
benefit, at the expense of the general investor
at large is referred to as Insider Trading.
In
view of the substantial changes in the securities
trading environment, and possible avenues for
communication of price sensitive information,
which provides an opportunity for insiders to
gain an advantage there from as compared to the
general investor at large, SEBI has notified the
SEBI (Prohibition of Insider Trading) Regulations,
2002 (hereinafter referred to as the ‘Regulations’)
to put a curb on this malpractice.
These
Regulations contain a comprehensive code for regulation,
disclosures and approvals within a company, for
Directors, Managers, Company Secretary, Auditors
and ‘Designated Employees’, which needs to be
followed if these categories of personnel acquire,
hold, purchase sell or otherwise deal in the Company’s
securities. The Regulations also require the Company
to frame and implement a Code of Conduct for prevention
of Insider Trading.
The
enclosed Code has been approved by the Board of
the Company and it is warranted that all employees
should abide by the provisions of the same. The
Part ‘A’ of the Code is applicable to all employees
whereas the contents of parts ‘C’ and ‘D’ are
applicable to Directors, Officers and Designated
Employees’ (as referred to in Clause 2 of this
Code). |
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2.0 |
OBJECTIVE
AND SCOPE OF THE CODE |
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The Code on Insider Trading has
been formulated to comply with the various requirements
as laid down under the SEBI Regulations on Insider
Trading and going further, this code shall govern
all acquisitions, puchases
sale and otherwise trading by the directors/designated
employees in the Securities of Spentex Industries Limited. Adherence to the
Code is mandatory for all employees. However,
more detailed disclosures and approvals as contained
in parts ‘C’ and ‘D’ are required from the Directors,
Officers and Designated Employees.
In particular, these categories are as under:
Directors
(both executive and non executive) of the Company
and any other persons in accordance with whose
directions, the Board of Directors or any one
or more of the Directors are accustomed to act;
Company
Secretary
Auditors
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Designated Employees
All employees of the Company at General Manager Level and above. |
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All employees, irrespective of the level, employed in
the Accounts, Finance,
Legal and Secretarial Departments,
as well as in the Offices of the Chief Financial
Officer,
Directors including the
Chairman & Managing Director
and Chairman or any other person holding
the office of the Chief Executive/Operating
officer, by whatever name designated. |
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Employees of other Departments, on a case to case basis,
who would be reasonably expected to have
access to unpublished price sensitive information
relating to the Company, as to be decided
by the Compliance Officer, on a case to
case basis. |
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Employees (not covered under the above categories) but
holding 5% or more of the Voting rights
or the paid up capital in the company. |
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3.0 |
DEFINITIONS
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S.No
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Term
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Reference
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(i) |
‘Compliance
Officer’ |
Chief Finance Officer/ Company Secretary / Incharge of Secretarial Dept |
(ii) |
‘Dependent
Family members’ |
The Spouse, non-working children below the age of 21
years (in the case of Directors, Officers
and Designated Employees referred to in
clause 2 of this Code.) |
(iii) |
‘Price
Sensitive Information’ |
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.
The following shall be deemed to be price
sensitive information:
a) |
Periodical financial results of the Company; |
b) |
Intended declaration of dividends (both interim
and final); |
c) |
Issue of securities or buy back of securities; |
d) |
Any major expansion plans or execution of new
projects; |
e) |
Amalgamation, mergers or take-overs; |
f) |
Disposal of whole or substantial part of the
Undertaking; |
g) |
Any significant changes in policies, plans or
operations of the Company |
h) |
Any other information which, considering its
materiality and bearing on the Company’s
operations / performance, may be considered
‘price sensitive’. |
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(iv) |
‘Securities’ |
The
Company’s shares, debentures, bonds, derivatives
or like instruments that are traded on any
Stock Exchange. |
Terms that have not been defined in this Code
shall have the same meaning assigned to them in
the Companies Act, 1956 and / or any other SEBI
Regulation.
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PART ‘A’
CONFIDENTIALITY
OF PRICE SENSITIVE INFORMATION
(Applicable to all Directors and employees, whether
Officers or Designated Employees as referred to
Clause 2 of this Code or otherwise) |
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4.0 |
CONFIDENTIALITY
OF PRICE SENSITIVE INFORMATION |
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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.
It
is therefore impetrative that all Directors, Officers
or Designated Employees as referred to in Clause
2 of this Code, are required to maintain confidentiality
of price sensitive information. and should adhere
to the following:
(1) |
Not to acquire/purchase/sell or otherwise deal in the
Company’s securities, whether by themselves
or on behalf of others, while in possession
of unpublished price sensitive information. |
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(2) |
Not to pass on/share such information to any person directly or indirectly
by way of making a recommendation for the
purchase or sale of securities. |
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(3) |
Ensure that access to the price sensitive information is restricted
and safeguarded . |
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PART ‘B’
DUTIES OF THE COMPLIANCE OFFICER |
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5.0 |
DUTIES
OF THE COMPLIANCE OFFICER |
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The Compliance Officer of the Company
shall be responsible for establishing policies,
procedures and monitoring adherence to the Code
under the overall supervision of the Board. Without
limiting to the aforesaid, the Compliance Officer
shall be responsible for the following:
(1) |
Pre-clearance of trades of Directors, Officers and Designated
Employees (as per Clause 7.2 of this Code). |
(2) |
Clarifications and modifications as regards policies and procedures
with respects to this Code and to ensure
effective implementation of this Code. |
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(3) |
Maintenance of records of all Directors, Officers and Designated
Employees as required under the Code and
any changes therein and to periodically
report the same to the Board. |
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(4) |
Establishment of mechanisms and procedures necessary for monitoring
of transactions and implementation of the
Code. |
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(5) |
Waiver of the requirement of holding period of 30 days (as per Clause
7.2 of the Code), in case of personal emergencies,
on an application made for waiver. |
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(6) |
Initiation of any disciplinary action in consultation with the PDC
Department, of any punitive measures e.g.,
suspension from service, wage freeze etc
for any non-adherence to this Code and also
informing SEBI of the same. |
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PART ‘C’
DISCLOSURE OF HOLDINGS IN SECURITIES
(Applicable
only to Directors, Officers and Designated Employees)
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The
following disclosures shall be made to the Compliance
Officer: |
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6.1 |
INITIAL
DISCLOSURES |
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By
whom |
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Disclosure
requirement |
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Time
period |
Directors, Officers and Designated Employees. |
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Number of Securities or voting rights held by them &
their dependent family members. |
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Within 4 working days of appointment / transfer / intimation
by the Company. |
The disclosure under this clause should be made
per proforma given in
Annexure
2.
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6.2 |
CONTINUAL
DISCLOSURES |
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By whom |
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Disclosure requirement |
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Time period |
Directors, Officers and Designated Employees. |
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(1) |
Number of Securities or voting rights held and. |
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(2) |
Change in holdings or voting rights, only if
each acquisition or sale exceeds Rs.
5 lacs in market value or 10,000 shares or 2% of the capital
or voting rights of the Company, whichever
is lower, since the date of last disclosure
under this clause or clause 6.1. |
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Within 4 working days of:
(1) |
Receipt of intimation of allotment of securities,
or; |
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(2) |
Acquisition/purchase of securities or voting
rights, or; |
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(3) |
Sale of securities or voting rights. |
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The disclosure under this clause should be made
per pro-forma given in Annexure 3.
The
intimation received by the Compliance Officer
under Clause 6.1 and 6.2 shall be intimated to
all the Stock Exchanges where the securities of
the Company are listed, within 5 days of receipt
of the same. |
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6.3
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PERIODIC
DISCLOSURES |
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By
whom |
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Disclosure
requirement |
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Time
period |
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Directors,
Officers and Designated Employees. |
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Details
of securities transacted by them & their
dependent family members. |
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Half-yearly, within 30 days of the half year ended 31st
December and 30th June respectively. |
The
disclosure under this clause should be made per
pro forma given in Annexure 4. |
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6.4
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ANNUAL
DISCLOSURES |
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By
whom |
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Disclosure
requirement |
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Time
period |
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Directors,
Officers and Designated Employees. |
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Annual
Statement of all securities held by them
& their dependent family members. |
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Within 30 days of the end of 30th June, every year. |
The
disclosure under this clause should be made per
proforma given in Annexure
5. |
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PART ‘D’
TRADING RESTRICTIONS
(Applicable
to Directors, Officers and Designated Employees) |
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All directors/ officers and designated employees of the
company shall be subjected to trading restrictions
as enumerated hereunder. The company shall specify
a trading period, to be called "Trading Window",
for trading in the company’s securities. |
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7.1
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TRADING
WINDOW AND NON -TRADING WINDOW |
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(1)
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The Directors, Officers and Designated Employees
can acquire / purchase / sell or otherwise
deal in the securities of Spentex only during a valid ‘Trading Window’
and shall not deal in the Company’s securities
during the ‘Non-Trading Window’.
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(2)
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The Non-trading Window will commence 7 days before and
conclude 2 days after each Board Meeting. |
(3)
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If the acquisition, purchase, sale of securities exceeds
the limits provided in Clause 7.2below,
pre-clearance of the transaction will be
required by the Director / Officer or Designated
Employee desirous of dealing in the Company’s
securities. |
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7.2
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PRE-CLEARANCE
OF TRADES |
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Directors, Officers and Designated Employees are required
to follow the pre-clearance of the proposed acquisition
/ purchase / sale transactions by themselves or
through their dependent family members as per
the procedure described hereunder if the said
transaction of the securities of SPENTEX is in
excess of 2500 in number or Rupees One lac in market value, whichever is lower, in a single transaction.
In such cases, an application has to be made to the Compliance
Officer in the format as provided in Annexure
6.
The Compliance Officer will scrutinize
the application within 3 working days of submission
and communicate the approval/ refusal (alongwith
reasons therefore) to the applicant. The decision
of the Compliance Officer in this regard will
be final. In the absence of the Compliance Officer,
the pre-clearance application will be decided
upon by the Managing Director.
The pre-clearance approval shall be valid only for one
week from the date of communication and shall
lapse thereafter. If the transaction is not consummated
within one week from the approval date, , the
employee/ director will be required to follow
the process of pre clearance again.
All Securities acquired by the Directors/
designated employees must be held for a minimum
period of 30 days. However, in circumstances of
personal emergency, an application may be made
to the Compliance Officer requesting for a waiver
of the holding period, explaining reasons for
the same. The Compliance Officer, on being satisfied
of the reasons may grant a waiver from this condition.
EXCLUSIONS
The requirements of pre- clearance of a proposed transaction
shall not apply in the following cases:
1.
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In
the event of participation of a public event
i.e a rights or
a bonus issue. |
2. |
In
the case of any acquisition of shares through
transmission or inheritance, or like mode |
3. |
By
way of any court settlement or award thereof. |
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PART ‘E’
MISCELLANEOUS |
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8.0 |
DELEGATION |
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The
Compliance Officer may delegate the powers and
the functions conferred upon him / her by this
Code to one or more employees of SPENTEX during
his / her temporary absence from the Company,
to be exercised by them in consultation with the
Chief Financial Officer of the Company. |
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9.0
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PENALTY
FOR NON –ADHERENCE TO THE CODE |
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Any Director / Designated Employee who indulges in any
transaction in the shares of the Company or communicates
any information or counsels any person trading
in shares, in contravention of the Code of Conduct
may be penalised and
appropriate action may be taken by the Company
against such errant.
If
any non-adherence is observed, the Compliance
Officer shall cause an internal enquiry to be
conducted and on the establishment of non-adherence,
take actions including but not limited to :
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Suspension
of the employee from service. |
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Wage
freeze. |
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Disqualificaiton of the employee from any of the Employee Stock
Option Plan(s) . |
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Disqualification
from Board membership.s |
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Such
other suitable action as may be deemed appropriate
by the Compliance officer. |
In addition, non-adherence to the Code shall also
be reported by the Compliance Officer to SEBI
which may also initiate its own punitive proceedings
against the said director/employee.
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ANNEXURE 2 |
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Dated
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The
Compliance Officer
Spentex Industries Limited
A- 60 Okhla Industrial
Area, Phase II
New Delhi
110 020
Re
: Disclosure of Interest / Shareholding in terms
of SEBI (Prohibition of Insider Trading) Regulations,
2002.
Dear Sir / Madam, |
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I ____________________________ S/D/W/o
________________________ , being a Director /
Officer / Designated Employee ofSPENTEX
Industries Limited do hereby confirm that the
following Equity Shares / Voting Rights / Securities
(give description of security) of the Company
are held by me/ my dependent family members as
on ________:
Folio No. / DP & Client ID
No. |
Name of the holder |
No. of Shares / Voting Rights
/ Securities held |
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Yours
Faithfully
Name
Designation
Deptt / Unit
Signature
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ANNEXURE 3 |
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Dated
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The
Compliance Officer
Spentex Industries Limited
A- 60 Okhla Industrial
Area, Phase II
New Delhi
110 020
Re
: Disclosure of Interest / Shareholding in terms
of SEBI (Prohibition of Insider Trading) Regulations,
2002.
Dear
Sir / Madam, |
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I ____________________________ S/D/W/o ________________________
, being a Director / Officer / Designated Employee
ofSPENTEX Industries Limited do hereby inform you that the
following changes have occurred in Equity Shares/
Voting Rights / Securities (give description of
security) of the Company held by me/ my dependent
family members from the date of last disclosure
made on ________ :
Folio No. / DP & Client ID
No. |
Name of the holder |
No. of Shares / Voting Rights
/ securities held on ______(A) |
No. of Shares / / Voting Rights
/ Securities held on ______(B) |
Change (A-B) |
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Yours
Faithfully s
Name
Designation
Deptt / Unit
Signature
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ANNEXURE 4 |
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Dated
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The
Compliance Officer
Spentex Industries Limited
A- 60 Okhla Industrial
Area, Phase II
New Delhi
110 020
Re
: Statement of Transactions in securities in terms
of SEBI (Prohibition of Insider Trading) Regulations,
2002 for half year ended ______
Dear
Sir/Madam, |
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____________________________ S/D/W/o ________________________
, being a Director / Officer / Designated Employee
ofSPENTEX Industries
Limited hereby confirm that the following securities
(give description of security) of the Company
were bought / sold by me/ my dependent family
members during the half year ended _________.
The details of the Securities bought are as under :
Buyer’s Name & Folio |
Type of Security bought |
Date of Trans. |
Folio No. / DP & Client ID
No. and name of Depository |
No. of Securities bought |
% age of Capital |
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The details of Security sold are as under :
Sellers’s Name |
Type of Security(ies) sold |
Date of Transaction. |
Folio No. / DP & Client ID
No. and name of Depository |
No
of Securities sold |
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I
further confirm that non of the above dealings
were on basis of any unpublished Price Sensitive
Information of the Company.
I further confirm that all the securities purchased
as above were/are held by me/dependent relative
for a period of at least 30 days.
Yours
Faithfully
Name
Designation
Deptt / Unit
Signature
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ANNEXURE 5 |
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Dated
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The Compliance Officer
Spentex Industries Limited
A- 60 Okhla Industrial
Area, Phase II
New Delhi
110 020
Re
: Annual Statement Holdings in terms of SEBI (Prohibition
of Insider Trading) Regulations, 2002.
Dear
Sir/Madam, |
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I ____________________________ S/D/W/o ________________________
, being a Director / Officer / Designated Employee
ofSPENTEX Industries Limited hereby confirm that the following
Equity Shares / Voting Rights / Securities of
the Company were held by me/ my dependent family
members as on 30th June, ____ :
Folio No. / DP & Client ID
No. and name of Depository |
Name of the holder |
No. of Shares / Voting Rights
/ Securities held |
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Yours
Faithfully
Name
Designation
Deptt / Unit
Signture
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ANNEXURE 6 |
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Dated
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The
Compliance Officer
Spentex Industries Limited
A- 60 Okhla Industrial
Area, Phase II
New Delhi
110 020
Re
: Application for seeking Pre Clearance of transitions
in terms of SEBI (Prohibition of Insider Trading)
Regulations, 2002.s
Dear
Sir / Madam, |
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In
terms of SEBI (Prohibition of Insider Trading)
Regulations, 2002, I ____________________________
S/D/W/o ________________________, being a Director
/ Officer / Designated Employee ofSPENTEX
Industries Limited hereby seek your approval for
buying / selling __________ (number and type of
Security) of the Company standing in my / dependent
family members’ name.
As
on date I/my dependent family members hold the
under mentioned securities (give description of
security) of the Company in paper form / electronic
form :
Name of the holder |
Folio No of Securities held in
Paper |
No of Securities held in Paper
form |
DP & Client ID No. and name
of Depository Participant |
No of Securities held in Electronic
form |
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The details of the Securities to be bought are as under
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Sellers’s Name |
Type of Security to be sold |
Folio No. / DP & Client ID
No. and name of Depository |
No of Securities to be sold |
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I further I undertake and confirm that :
a. |
I
do not have any access nor in receipt of
any "Price Sensitive Information"
upto the time
of signing this undertaking. |
b. |
In
case I get access to or receive any "Price
Sensitive Information" subsequent to
the signing of this undertaking but prior
to the execution of the transaction I shall
inform you of the change in my position
and that I would completely refrain from
dealing in the securities of the company
till the time such information becomes public.
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c. |
I
have not contravened the code of conduct
for prevention of insider trading as notified
by the company from time to time. |
d. |
I
have made a full and true disclosure in
the matter . |
e. |
I/
my dependent family shall execute the transaction
in respect of the proposed securities of
the company within one week after the approval
of pre-clearance is obtained . In the event
of the transaction not being executed within
one week from the said approval, I shall
again apply for pre clearance approval for
the transaction. |
f. |
In
case the securities so bought by me / my
dependent family members, I / my dependent
family undertake to hold the said securities
for a minimum period of 30 days in order
to be considered as being held for investment
purposes. The holding period shall also
apply to subscription in the primary market.
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Yours Faithfully
Name
Designation
Deptt / Unit
Signature |