Code of Conduct to Regulate, Monitor and Report Trading by ......TRITON VALVES LIMITED - Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons 1. Introduction

Triton Valves Limited

CI Policy

Effective Date : 01-04-2019

Sunrise Chambers,

22 Ulsoor Road, Bangalore - 42 Page No : 1 of 32

Copy No :

Original Issue Date : May 22, 2015 Revision No:02 Date : February 13, 2019

Prepared By Approved By

Name Ms. Apoorva G

Company Secretary

Board of Directors

Date February 13, 2019 February 13, 2019

Code of Conduct to Regulate, Monitor and

Report Trading by Designated Persons

and

Code of practices and procedures for fair

disclosure of unpublished price sensitive

information


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Name Ms. Apoorva G

Company Secretary

Board of Directors


Contents

Sl. No. Title Page No.

I. Cover page 1

II. Contents 2

III. Revision Record Sheet 3

IV. Code of Conduct to Regulate, Monitor and Report Trading by Designated

Persons 4

V. Amendments - Pursuant to SEBI (Prohibition of Insider Trading) (Amendment)

Regulations 2018 16

VI. Code of practices and procedures for fair disclosure of unpublished price

sensitive information 18

VII. Annexures 21


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Revision Record Sheet

Version No. Revision Date Reason for

Revision Prepared by Approved by

01 October 27, 2015 Updation as per the

Act Apoorva G Board of Directors

02 February 13,

2019 Updation as per the

Act Apoorva G Board of Directors


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TRITON VALVES LIMITED - Code of Conduct to Regulate, Monitor and Report

Trading by Designated Persons

1. Introduction

Insider trading means dealing (purchase/sale) in securities of a Company listed/traded on any stock

exchange in India based on, or when in possession of, Unpublished Price Sensitive Information (“UPSI”).

The Securities and Exchange Board of India (SEBI), in its endeavor to protect the interests of investors in

general, had formulated the SEBI (Prohibition of Insider Trading) Regulations, 1992, to strengthen these

regulations and to create a framework for prevention of insider trading to facilitate legitimate business transactions, SEBI had formulated the Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015 (hereinafter referred to as ‘The Regulations’) which was notified on January

15, 2015 and effective from May 15, 2015.

Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, requires every listed Company to formulate a code of conduct to regulate, monitor and report

trading by its employees and other connected persons towards achieving compliance with these regulations. Accordingly, to ensure compliance with the said regulations, Triton Valves Limited (“the

Company”) has formulated a Code of Conduct.

All the Directors, Designated Persons, officers and other connected persons of the Company are governed

by the Code. The Code has been amended with the approval of the Board and shall be effective from

April 1, 2019.

2. Objectives

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. To achieve these objectives,

the Company hereby notifies this Code of conduct.

3. Definitions

a) “Act” means the Securities and Exchange Board of India Act, 1992.

b) “Board” means the Securities and Exchange Board of India

c) “Code” or “Code of Conduct” shall mean this Code for or Regulating, Monitoring and

Reporting of trades for prohibition of Securities and Exchange Board India (Prohibition of Insider

Trading) Regulations, 2015 (SEBI PIT Regulations) as amended from time to time.


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d) “Company” means Triton Valves Limited

e) “Compliance Officer” means any senior officer, designated so and reporting to the board of

Directors or head of the organization in case board is not there, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations

and who shall be responsible for compliance of policies, procedures, maintenance of records,

monitoring adherence to the code for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the

overall supervision of the board of Directors of the listed Company or the head of an

organization, as the case may be.

Explanation – For the purpose of this regulation, “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.

f) “Connected person” means

(i) Any person who is or has during the 6 (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) Without prejudice to the generality of the foregoing, 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; 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 or an 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 board of Directors of

the asset management Company of a mutual fund or is an employee thereof; or (g) a member of the board of Directors or an employee, of a public financial institution as

defined in section 2 (72) of the Companies Act, 2013; or

(h) an official or an employee of a self-regulatory organization recognized or authorized by the Board; or

(i) a banker of the Company; or

(j) a concern, firm, trust, Hindu undivided family, Company or association of persons wherein a Director of a Company or his /her immediate relative or banker of the

Company, has more than ten per cent. of the holding or interest;


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g) “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

h) “Director” means a member of the Board of Directors of the Company

i) “Designated persons” comprises of

Members of the Board of Directors of the Company

MD, CFO, Company Secretary

All Departmental Heads of the Company (For eg. Purchase Head, Marketing Head etc.)

All employees of the Accounts, Finance, Legal & Secretarial Department of the Company

Executive Assistants reporting to the Managing Director

Employees of other Departments/Divisions on a case-to-case basis, who could be reasonably

expected to have access to unpublished price sensitive information(s) relating to the

Company, to be decided by the Chairman/Managing Director/Whole-Time Director/

Compliance Officer/Chief Financial Officer, on a case-to-case basis; and

Employees of material subsidiaries of the Company designated on the basis of their

functional role or access to unpublished price sensitive information in the organization by

their board of directors.

All promoters of the Company

Employees upto two levels below of MD of the Company and its material subsidiaries

irrespective of their functional role in the company or ability to have access to unpublished

price sensitive information;

Any support staff of the Company, (ie. IT staff )who have access to unpublished price

sensitive information.

Such other persons as may be identified by the Compliance Officer.

j) “Employee” means every employee of the Company (whether working in India or abroad)

k) “Generally available information” means information that is accessible to the public on a non-

discriminatory basis;

l) “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;

m) “Insider” means any person who is:

i. Designated person(s) & their immediate relatives

ii. a connected person; or

iii. in possession of or having access to unpublished price sensitive information;

n) “Legitimate purpose” shall include sharing of unpublished price sensitive information in the

ordinary course of business by an insider with partner(s), collaborator(s), lender(s),customer(s),


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supplier(s), Merchant Banker(s), legal adviser(s), auditors, insolvency professional(s) or other

adviser(s) or consultant(s), provided that such sharing has not been carried out to evade or

circumvent the prohibitions of these Regulations.

o) “Promoter” shall have the meaning assigned to it under the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof.

p) “Securities” shall have the same meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 or any modifications thereof except units of mutual fund.

q) “Sensitive Transactions” shall mean any proposed / ongoing transaction or activity of and

relating to the Company (including its Subsidiary, Holding & Associate Companies) and/or its securities, directly or indirectly, information of which is not generally available which upon

becoming generally available, is likely to materially affect the price of the securities and shall,

ordinarily include but not restricted to, information relating to the transaction(s) and/or events as

mentioned in the definition of UPSI of this Code.

r) “Takeover regulations” means the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

s) “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe,

buy, sell, deal in any securities, and "trade" shall be construed accordingly;

t) “Trading day” means a day on which the recognized stock exchanges are open for trading;

u) “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: – i. financial results;

ii. dividends;

iii. change in capital structure;

iv. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

v. Any major expansion plans or execution of new projects or any significant changes in

policies, plans or operations of the Company; vi. changes in key managerial personnel; and

vii. material events in accordance with the listing agreement

viii. Any other matter as may be prescribed under the Listing Regulations and/or Corporate Law to be price sensitive, from time to time

Words and expressions used and not defined in this Code but defined in the SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and the Rules

and Regulations made there under shall have the meanings respectively assigned to them in those

legislation.


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4. Compliance Officer

The Company has appointed the Company Secretary as the Compliance Officer for the purposes of the

Regulations, who shall work subject to guidance of the Managing Director and/ or the Chairman and the

Board of Directors.

Duties of Compliance Officer:

The Compliance Officer shall be responsible for:

implementation of this Code under the general supervision of the Audit Committee and the

overall supervision of the Board of the Company

prescribing and complying with the procedures for various activities referred to in the Code.

grant of pre-trading approvals to the Designated Persons for trading in the Company’s Securities

by them / their Immediate Relatives and monitoring of such trading.

overseeing and co-ordinating disclosure of price sensitive information to Stock Exchanges, analysts, shareholders and media and educating staff on disclosure policies and procedure and

report to the Chairman/ Managing Director.

The compliance officer shall confidentially maintain a list of such securities as a “restricted list” which

shall be used as the basis for approving or rejecting applications for pre-clearance of trades.

The Compliance Officer shall maintain a record (either manual or in electronic form) of the Designated Persons and their Immediate Relatives and changes thereto from time-to-time as per Annexure-1a and

Annexure 1b. Further, all Directors/Designated Persons shall submit to the Compliance Officer details of their securities

transactions including the statement of their immediate relatives annually within 30 days from the end of

the financial year as per Annexure 2.

The Compliance Officer shall assist all the Designated Persons in addressing any clarifications regarding

the Regulations and this Code.

The Compliance Officer shall place status reports before the Chairman of the Audit Committee, detailing

Trading in the Securities by the Designated Persons along with the documents that such persons had

executed in accordance with the pre-trading procedure prescribed under the Code at such frequency as may be stipulated by the Board of Directors.

5. Responsibility of Managing Director / Chief Executive Officer

The Managing Director / Chief Executive Officer of the Company shall formulate/amend this Code with

the approval of the Board of Directors of the Company to regulate, monitor and report trading by its


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designated persons and their Immediate relatives towards achieving compliance with SEBI (Prohibition

on Insider Trading) Regulations, 2015 (“PIT Regulations”), adopting the minimum standards set out in

Schedule B of PIT Regulations, as may be amended from time to time, without diluting the provisions of

its regulations in any manner.

6. Determination of Designated Persons

The Board of Directors shall in consultation with the compliance officer of the Company, shall determine the list of designated persons on the basis of their role and function in the organization and the

access that such role and function would provide to unpublished price sensitive information in addition

to seniority and professional designation, who shall be covered by this code.

7. Preservation of “Unpublished Price Sensitive Information”

Directors, Designated Persons, Officers and connected persons shall maintain the confidentiality of all Price Sensitive Information. Employees/ Directors 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.

Following practices should be followed in this regard:

Need to Know 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 for legitimate purposes, performance of duties or discharge of his legal obligations and whose possession of such information will not give rise to a conflict of interest or appearance of misuse

of information. Limited access to confidential information Files containing confidential information

shall be kept secure. Computer files must have adequate security of login and pass word, etc. Files containing confidential information should be deleted / destroyed after its use.

8. Restriction on communication or procurement of unpublished price sensitive information.

No insider shall trade in securities that are listed or proposed to be listed on a stock exchange when in

possession of unpublished price sensitive information. However, the insider may prove his /her innocence

by demonstrating the circumstances including the following: –

i. a transaction that is an off-market inter-se transfer between Promoters who were in possession of

the same UPSI without being in breach of these Rules and both parties had made a conscious and

informed trade decision; and

ii. in the case of non-individual insiders: –

a. the individuals who were in possession of such unpublished price sensitive information were different from the individuals taking trading decisions and such decision-making individuals were

not in possession of such unpublished price sensitive information when they took the decision to

trade; and b. appropriate and adequate arrangements were in place to ensure that these regulations are not

violated and no unpublished price sensitive information was communicated by the individuals

possessing the information to the individuals taking trading decisions and there is no evidence of

such arrangements having been breached;


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iii. the trades are pursuant to a trading plan elaborated in Para 12 below.

In the case of connected persons, the onus of establishing, that they were not in possession of unpublished

price sensitive information, shall be on such connected persons and in other cases, the onus would be on the Board (i.e. SEBI)

9. Conditions for trading when in possession of unpublished price sensitive information.

No insider shall communicate, provide, or allow access to any unpublished price sensitive information,

relating to the Company or its securities, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal

obligations

No person shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to the Company or its securities, except in furtherance of legitimate purposes,

performance of duties or discharge of legal obligations.

Unpublished price sensitive information may be communicated, provided, allowed access to or procured,

in connection with a transaction which entails: -

➢ an obligation to make an open offer under the takeover regulations where the Board of Directors of the Company is of informed opinion that the proposed transaction is in the best interests of

the Company; or –

➢ not attracting the obligation to make an open offer under the takeover regulations but where the

Board of Directors of the Company is of informed opinion that the proposed transaction is in the best interests of the Company and the information that constitute unpublished price sensitive

information is disseminated to be made generally available at least two trading days prior to the

proposed transaction being effected in such form as the Board of Directors may determine.

However, the Board of Directors shall require the parties to execute agreements to contract confidentiality

and non-disclosure obligations on the part of such parties and such parties shall keep information so

received confidential, except for the limited purpose and shall not otherwise trade in securities of the Company when in possession of unpublished price sensitive information.

10. Pre-clearance

(i) All Designated Persons who intend to trade in the securities of the Company (either in their own name

or in any immediate relative’s name) i.e. buy or sell securities and if the value of the securities likely to be traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a

traded value in excess of Rs.10,00,000/- (Rupees Ten Lakh Only), should pre-clear the transactions by

making an application in the format set out in Annexure 3 to the Compliance Officer indicating the estimated number of units of securities that the designated person or immediate relative(s) intends to

trade, the details as to the depository with which(s) he has a security account, the details as to the

securities in such depository mode and such other details as specified in the form and also declare that the

applicant is not in possession of unpublished price sensitive information.


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Provided that the pre-clearance is not applicable for subscription to the stock grants upon its vesting.

However for any subsequent sale of shares acquired under Employee Stock Options Plans / Schemes

(ESOPs), pre-clearance shall be applicable as per limits prescribed as above.

(ii) An undertaking in Annexure 3 executed in favour of the Company, forming part of the Application Form as mentioned hereinabove, shall incorporate, inter alia, the following clauses:

• That the Designated Person(s) and their immediate relative(s) does not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.

• That in case the Designated Person(s) and their immediate relative(s) 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 fact and that he / she would completely refrain from

dealing in the securities of the Company till the time such information becomes public.

• That he / she has not contravened the Code of Conduct for prevention of Insider Trading as notified by

the Company/SEBI from time to time.

• That he / she has made a full and true disclosure in the matter.

(iii) No designated person shall 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.

(iv) The Compliance Officer shall also determine whether any such declaration is reasonably capable of

being rendered inaccurate.

(v) All Designated Persons of the Company and their immediate relatives shall execute their order in

respect of securities within 7 (seven) days after the approval of pre-clearance is given. If the order is not executed within 7 (seven) days after the approval is given, the employee must obtain the pre-clearance for

the transaction again.

(vi) The Designated Person shall, within two days of the execution of the Trade, submit the details of

such Trade to the Compliance Officer as per Annexure 4. In case the transaction is not undertaken, a

report to that effect shall be filed in the said form.

(vii) A Designated Person who Trades in securities without complying with the pre-clearance procedure

as envisaged in these Rules or gives false undertakings and/or makes misrepresentations in the

undertakings executed by him/her while complying with the pre-clearance procedure shall be subjected to

the penalties as envisaged in these Rules.

(viii) All designated persons who buy or sell any number of shares of the Company shall not enter into an

opposite transaction (contra trade) i.e. sell or buy any number of shares during the next six months following the prior transaction. All designated persons shall also not take positions in derivative

transactions in the shares of the Company at any time.

In case the sale of securities is necessitated by personal emergency, the holding period may be waived by the Compliance Officer after recording in writing his/her reasons in this regard provided that such

relaxation does not violate these regulations. Should a contra trade be executed, inadvertently or


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otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for

remittance to the SEBI for credit to the Investor Protection and Education Fund administered by the SEBI

under the Act.

11. Trading window

a. Designated persons may execute trades subject to compliance with these regulations. b. The trading window will be closed when the compliance officer determines that a designated

person or class of designated persons can reasonably be expected to have possession of

unpublished price sensitive information. c. Designated persons and their immediate relatives shall not trade in securities when the trading

window is closed.

d. The trading window may be re-opened after 48 hours after the unpublished sensitive

information in question becomes generally available. e. The trading window shall 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.

The Compliance Officer shall also close the trading window when he determines that a designated person

or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such

unpublished price sensitive information relates.

12. Trading Plans

1) An insider shall be entitled to formulate a trading plan and present it to the compliance officer for approval and public disclosure pursuant to which trades may be carried out on his /her behalf in

accordance with such plan.

2) Such trading plan shall:–

i. not entail commencement of trading on behalf of the insider earlier than six months from

the public disclosure of the plan;

ii. not entail trading for the period between the twentieth trading day prior to 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;

iii. entail trading for a period of not less than twelve months; iv. not entail overlap of any period for which another trading plan is already in existence;

v. set out either the value of trades to be effected or the number of securities to be traded

along with the nature of the trade and the intervals at, or dates on which such trades shall be effected; and

vi. not entail trading in securities for market abuse.

3) The compliance officer shall review the trading plan to assess whether the plan would have any potential for violation of these 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.


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4) The trading plan once approved shall be irrevocable and the insider shall mandatorily have to

implement the plan, without being entitled to either deviate from it or to execute any trade in the

securities outside the scope of the trading plan.

However, the implementation of the trading plan shall not be commenced if any unpublished price

sensitive information in possession of the insider at the time of formulation of the plan has not

become generally available at the time of the commencement of implementation and in such event the compliance officer shall confirm that the commencement ought to be deferred until such unpublished

price sensitive information becomes generally available information so as to avoid violation of the

provisions of this Code.

5) Upon approval of the trading plan, the compliance officer shall notify the plan to the stock

exchanges on which the securities are listed.

6) Provided that pre-clearance of trades shall not be required for a trade executed as per an approved

trading plan. Provided further that trading window norms and restrictions on contra trade shall

not be applicable for trades carried out in accordance with an approved trading plan.

13. Disclosure of trading by “Insiders”

i. Every public disclosure by the insider shall be made in such form as may be specified.

ii. Disclosures to be made by any person under these regulations, shall also include those

relating to trading by such person’s immediate relatives, and by any other person for whom such person takes trading decisions.

iii. The Compliance officer shall maintain records of all the declarations in the appropriate form

given by the designated persons for a minimum period of five years.

14. Disclosure requirements

(1) Initial disclosures:

(a) Every promoter, key managerial personnel and Director of the Company and each of their

immediate relatives shall disclose his /her holding of securities of the Company as on the date of these regulations taking effect, to the Company within thirty days of these

regulations taking effect (i.e by June 15, 2015) in Form A set out in Annexure 5.

(b) Every person on appointment as a key managerial personnel or a Director of the Company or upon becoming a promoter shall disclose his /her holding of securities of the Company

as on the date of appointment or becoming a promoter, to the Company within seven days

of such appointment or becoming a promoter in Form B set out in Annexure 6.

(2) Continual Disclosures:

Every promoter, employee and Director of the Company and each of their Immediate Relatives shall

disclose to the Company the number of such securities acquired or disposed of within two trading days of

such transaction if the value of the securities traded, whether in one transaction or a series of transactions


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over any calendar quarter, aggregates to a traded value in excess of Rs.1,000,000 (Rupees Ten lakhs) in

Form C set out in Annexure 7.

Disclosure to the Stock Exchange(s) The Compliance Officer shall notify the stock exchanges, particulars of the Trades, within two trading

days of the receipt of the Continual Disclosure or from becoming aware of such information.

(3) Disclosure by other connected persons:

The Compliance Officer may, require any other Connected Person or class of connected persons to disclose the holdings and trading in securities of the Company as per Form D set out in Annexure 8 at

such frequency as the Board may determine to monitor compliance with these regulations

15. Dissemination of Price Sensitive Information

(i) No information shall be passed by Designated Persons by way of making a recommendation

for the purchase or sale of securities of the Company.

(ii) Disclosure/dissemination of Price Sensitive Information with special reference to analysts,

media persons and institutional investors.

The following guidelines shall be followed while dealing with analysts and institutional investors:-

Only public information to be provided.

At least 2 (two) Company representatives be present at meetings with analysts, media persons

and institutional investors.

Unanticipated questions may be taken on notice and a considered response given later.

If the answer includes price sensitive information, a public announcement should be made

before responding.

Simultaneous release of information after every such meet.

16. Penalty for contravention of the code of conduct

1) Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).

2) 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 Company.

3) Persons who violate the Code shall also be subject to disciplinary action by the Company, which

may include wage freeze, suspension, ineligibility for future participation in employee stock

option plans, etc.

4) The action by the Company shall not preclude SEBI from taking any action in case of violation of

SEBI (Prohibition of Insider Trading) Regulations, 2015.


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17. Miscellaneous

1) The Board of Directors shall be empowered to amend, modify, interpret these Rules and “Forms” for making application for pre-clearance, undertaking, reporting of trades executed, reporting of

decisions not to trade after securing preclearance, recording of reasons for such decisions and for

reporting level of holdings in securities at such intervals as may be determined as being necessary by the Board to monitor compliance with these regulations.

2) The Company shall require all Connected Persons to formulate and adhere to a code of conduct to achieve compliance with these Rules. In case such persons observe that there has been a violation

of these Rules, then they shall inform the Board of Directors of the Company promptly.

3) This Policy will be communicated to all operational employees and other concerned persons of the Company and shall be placed on the website of the Company at www.tritonvalves.com.

*****


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Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018

1. New policy for determination of “legitimate purposes for sharing UPSI”

The Board of Directors of the Company shall formulate, approve and implement a policy for

determination of “legitimate purposes for sharing UPSI” as a part of “Codes of Fair Disclosure and

Conduct” which shall be in sync with SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018.”

2. New policy of “procedure for enquiry in case of leak of UPSI”

The Managing Director of the Company shall formulate written policies and procedures for inquiry in

case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive

information, which shall be approved by Board of Directors of the company and accordingly initiate appropriate inquiries on becoming aware of leak of unpublished price sensitive information or suspected

leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries

and results of such inquiries.

3. Identification of UPSI and maintaining its confidentiality

All the unpublished price sensitive information shall be identified and its confidentiality shall be

maintained as per the requirements of this Code and PIT regulations;

4. Digital Database of persons with whom UPSI is shared

The Board of Directors shall ensure that a structured digital database is maintained containing the names

of such persons or entities as the case may be with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent

Account Number is not available.

Such databases shall be maintained with adequate internal controls and such as time stamping and audit trails to ensure non-tampering of the database.

5. Process for how and when people are brought ‘INSIDE’ on sensitive transactions.

The chief investor relations officer (CIO) in consultation with MD or CFO of the Company shall decide

on how and when any person(s) should be brought ‘inside’ on any proposed or ongoing sensitive transaction(s).

A person(s) shall be brought inside on any proposed or ongoing sensitive transaction(s) of the Company

who may be an existing or proposed partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants etc. for

legitimate purpose which shall include the following;

(i) in the ordinary course of business.

(ii) in furtherance of performance of duty(ies);


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Company Secretary

Board of Directors


(iii) for discharge of legal obligation(s).

(iv) for any other genuine or reasonable purpose as may be determined by the CIO of the Company.

(v) for any other purpose as may be prescribed under the Securities Regulations or Company Law or any

other law for the time being in force, in this behalf, as may be amended from time to time.

6. Intimation of duties and responsibilities and the liability to the person(s) who has/have been

brought inside’ on sensitive transaction(s).

Any person(s) who has/have been brought inside on any proposed and/or ongoing sensitive transaction(s)

and in receipt of unpublished price sensitive information shall be considered an “insider” for purposes of

this Code and due notice shall be given to such persons, in the format as set out in by the CIO in

consultation with MD and/or CFO of the Company;

(i) To make aware such person that the information shared is or would be confidential.

(ii) To instruct such person to maintain confidentiality of such unpublished price sensitive information in

compliance with these regulations.

(iii) To make aware to such person the duties and responsibilities attached to the receipt of such information and the liability attached to misuse or unwarranted use of such information.

7. Internal Control System

The Managing Director/ Chief Executive Officer of the Company shall put in place adequate and

effective system of internal controls to ensure compliance with the requirements given in these code and PIT regulations to prevent insider trading.

8. Review of compliances of PIT code and verification of internal control system

The Audit Committee shall review compliance with the provisions of these Code and PIT Regulations at

least once in a Financial Year and shall verify that the systems for internal control are adequate and are

operating effectively.

*****


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Name Ms. Apoorva G

Company Secretary

Board of Directors


Code of practices and procedures for fair disclosure of unpublished price sensitive information

Background

The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) mandates every listed

company to formulate a stated framework and policy for fair disclosure of events and occurrences that

could impact price discovery in the market for its securities.

In this regard, Board of Directors of Triton Valves Limited (“the Company”) has laid down this Code of

Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code’) for adoption. This Code shall be applicable with effect from April 1, 2019.

1. Objective The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences

that could impact price discovery in the market for the Company’s securities and to maintain the

uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

2. Scope The Company endeavors to preserve the confidentiality of un-published 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

3. Principles of Fair Disclosure The Company shall adhere to the following principles to ensure timely and fair disclosure of Unpublished

Price Sensitive Information:

(i) Prompt public disclosure of unpublished price sensitive information that would impact price discovery, as soon as it has credible and concrete information, in order to make such

information generally available.

(ii) Uniform and universal dissemination of unpublished price sensitive information to avoid

selective disclosure.

(iii) Prompt dissemination of unpublished price sensitive information that gets disclosed

selectively, inadvertently or otherwise to make such information generally available.

(iv) Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information. The Company shall be careful while answering to the queries of

analysts. Unanticipated questions shall be taken on notice and a considered response shall be

given later.

(v) Developing best practices to make transcripts or records of proceedings of meetings with

analysts and other investor relations conferences on the Company’s website to ensure official

confirmation and documentation of disclosures made.


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(vi) Handling of all unpublished price sensitive information on a need-to-know basis.

4. Chief Investor Relations Officer (“CIO”) to oversee and coordinate disclosures: The Compliance Officer of the Company is designated as the Chief Investor Relations Officer and is

responsible for dissemination of information and disclosure of UPSI.

The Compliance Officer is also responsible for ensuring compliance under this code, overseeing

and coordinating disclosure of UPSI to stock exchanges, shareholders, analysts and media and for

educating the staff on disclosure policies and procedure.

5. Disclosure with reference to Analysts/ Media: All UPSI shall be first communicated to the stock

exchanges before the same is shared with Analyst and Research personnel.

6. Responding to Market Rumors:

The Compliance Officer and /or any other official(s) (“spokesperson”) authorized by the Board of Directors of the Company shall give an appropriate and fair response to queries on news reports and

requests for verification of market rumors by regulatory authorities. They shall also be responsible for

deciding whether a public announcement is necessary for verifying or denying rumors and making

disclosures.

7. Sharing of UPSI for legitimate purpose: The UPSI shall be shared by any person(s) authorized by the Board of Directors or CIO of the Company

in this behalf, only in furtherance of legitimate purpose(s) which shall include the following;

(i) Sharing of UPSI in the ordinary course of business by any Insider, Designated Person, or by any

Authorized person with existing or proposed partners, collaborators, lenders, customers, suppliers,

merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants.

(ii) Sharing of UPSI where such communication is in furtherance of performance of duty (ies);

(iii) Sharing of UPSI for discharge of legal obligation(s).

(iv) Sharing of UPSI for any other genuine or reasonable purpose as may be determined by the CIO of the

Company.

(v) Sharing of UPSI for any other purpose as may be prescribed under the Securities Regulations or

Company Law or any other law for the time being in force, in this behalf, as may be amended from time

to time.

Provided that such sharing should not be carried out to evade or circumvent the prohibitions of PIT

Regulations.

However, other provisions / restrictions as prescribed under the SEBI (Prohibition of Insider Trading)

Regulations, 2015 or any other law for the time being in force in this behalf, as may be amended from

time to time, shall be observed.


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Company Secretary

Board of Directors


8. Issue of Notice to the recipient of UPSI

Any person in receipt of unpublished price sensitive information pursuant to a “legitimate purpose” shall

be considered an “insider” for purposes of this Code and due notice shall be given to such persons.

(i) To make aware such person that the information shared is or would be UPSI.

(ii) To make aware to such person the duties and responsibilities attached to the receipt of such UPSI and the liability attached to misuse or unwarranted.

(iii) To instruct such person to maintain confidentiality of such unpublished price sensitive

information in compliance with these regulations.

9. Digital Database of recipient of UPSI

The CIO shall be responsible to maintain a structured digital database of such persons or entities as the case may be with whom information is shared under this regulation, which shall contain the following

information;

(i) Name of such recipient of UPSI; (ii) Name of the Organization or entity to whom the recipient represent

(iii) Postal Address and E-mail ID of such recipient

(iv) Permanent Account Number (PAN) or any other identifier authorized by law, if PAN is not available.

The CIO shall also be responsible to ensure that such databases shall be maintained with adequate internal

controls and checks such as time stamping and audit trials to ensure non-tampering of such database.

10. Amendment

The Board of Directors of the Company, in sync with applicable laws, rules & regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Code with a new Code.

In any circumstance where the terms of the Code differ from any law, rule, regulation etc. for the time

being in force, the law, rule, regulation etc. shall take precedence over the Code.

The Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges.

*****


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Name Ms. Apoorva G

Company Secretary

Board of Directors


Annexure 1a


Sunrise Chambers,

22 Ulsoor Road, Bangalore – 560 042

Register of Designated Persons

[To be maintained by the Compliance Officer] Sl. No Emp.

No.

Name of

the

Designated

Person &

PAN

Dept Division

and

location

Names of Immediate

Relatives as disclosed

by Designated

DP ID/

Client

Id or

Folio

Number

Date

on which the

person is

identified as a

Designated

Person

Date

on which the

person ceases

to be the

Designated

Person


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Annexure 1b

Format for Disclosure of Particulars by Promoter/key managerial personnel/Director/

designated person

Details required for making entry into the Register of Designated Persons

Date:

To,

The Compliance Officer, Triton Valves Limited

Dear Sir/Madam,

My personal details are as under:

Name of Promoter/ Key Managerial Personnel (KMP) /Director /Designated Person __________________ #Emp.No. _____________ #Department _______________________ *Folio

No. / DP ID & Client ID ____________________

#Location_____________________ Date Of Appointment __________________

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s

Code of Conduct for Regulating, Monitoring and Reporting of trading by Insiders, I hereby declare that I

have the following Immediate Relative(s):

Sl. No Name of the Immediate

Relative

Relationship Folio No./ DP ID &

Client ID

# To be filled in only by Employees

I hereby undertake to inform the changes in the above details from time-to-time. I hereby declare that the above details are true, correct and complete in all respects.

Signature :

Name:

PAN :

Emp No.:

Department:


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Name Ms. Apoorva G

Company Secretary

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Annexure 2

Format of Annual Statement of holding / Key Managerial Personnel (KMP) /Director

/Designated Person and their immediate relatives

To,

The Compliance Officer, Triton Valves Limited

Dear Sir/Madam,

Statement of Shareholdings in the Company

As on ________, I along with my Immediate Relatives hold the Securities (including derivatives) of the Company, details whereof are as under:

Description of Security:

Name Relationship No. of

Shares held

on 1st

April

No. of Shares

Bought during

the year ended

31st March

No. of Shares

Sold during

the year

ended 31st

March

No. of

Shares held

as on 31st

March

Folio No./

DP ID &

Client ID

Signature :

Name:

Date :

Emp No.:

Department:


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Annexure 3

Application for Pre-Trading Approval

To,

The Compliance Officer,

Triton Valves Limited.

Dear Sir/Madam,

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s

Insider Trading Policy, I seek approval to purchase / sell / subscribe _________ equity shares of

the Company as per details given below:

9. Name of the applicant

10. Designation 11. Number of securities held as on date 12. Folio No. / DP ID / Client ID No. 13. Proposed transaction a) Purchase

b) Sale

c) Subscribe

14. Proposed date of trading in securities 15. Estimated number of securities proposed to be

purchased/ sold

16. Current market price (as on date of application) 17. Whether the proposed transaction will be through stock

exchange or off-market trade

18. Folio No. / DP ID / Client ID No. where the securities

will be credited / debited

I enclose herewith the Undertaking signed by me.

Signature :

Name:

Date :

Emp No.:

Department:


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Company Secretary

Board of Directors


Undertaking to be accompanied with the Application for Pre-Clearance

To,



Dear Sir/Madam,

I, ________________________________, _________________________ of the Company

residing at ______________________________________________, am desirous of trading 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 any unpublished price sensitive information up to

the time of signing this Undertaking.

In the event that I have access to or receive any unpublished price sensitive information 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 trading 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 two days of execution of the transaction / a

‘Nil’ report if the transaction is not undertaken.

If approval is granted, I shall execute the trade within seven days of the receipt of approval

failing which I shall seek pre-clearance afresh.

I declare that I have made full and true disclosure in the matter. I further confirm that the

aforesaid facts are true and correct and shall be fully responsible for any wrongful acts done by

me or my relatives including such penalties as may be imposed by the Company.

Signature :

Name:

Date :

Emp No.:

Department:


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Board of Directors


Annexure 4

Disclosure of Transactions

(To be submitted within 2 days of transaction / trading in securities of the Company)

To,



Dear Sir/Madam,

I______________________ son/daughter/wife of ___________________ hereby inform that:

1. I have not bought/sold/subscribed any securities of the Company 2. I have bought/sold/subscribed to _________ securities on _________ (date).

(*strike off whichever is not applicable)

Name,

PAN,

No. of securities

traded

Bought/sold/

subscribed

Price (Rs.) DP ID/Client

ID/Folio No.

I declare that the above is true and correct and not contravened any provisions of the code of

conduct for prevention of insider trading or any applicable laws/Regulations as specified by the

Company for effecting the said transaction.

Signature :

Name:

Date :

Emp No.:

Department:


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Board of Directors


Annexure 5

FORM A

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (a) read with Regulation 6 (2) – Initial disclosure to the company]

Name of the Company: Triton Valves Limited

ISIN of the Company: INE440G01017

Details of Securities held by Promoter, Key Managerial Personnel (KMP), Director and other such persons as mentioned in

Regulation 6(2)

Name, PAN, CIN/DIN &

address with contact nos.

Category of Person

(Promoters/ KMP/

Directors/immediate relative to/others etc)

Securities held as on the date of regulation coming

into force

% of Shareholding

Type of security (For eg. –

Shares, Warrants, Convertible Debentures etc.)

No.

1 2 3 4 5

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of Open Interest (OI) in derivatives of the company held by Promoter, Key Managerial Personnel (KMP), Director and other such persons as

mentioned in Regulation 6(2)

Open Interest of the Future contracts held as on the date of regulation

coming into force

Open Interest of the Option Contracts held as on the date of regulation coming

into force

Contract Specifications Number of units

(contracts * lot size)

Notional value in

Rupee terms

Contract Specifications Number of units

(contracts * lot size)

Notional value in Rupee

terms

6 7 8 9 10 11

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


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Company Secretary

Board of Directors


Annexure 6

FORM B


[Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a

director/KMP/Promoter]



Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter of a listed company and other

such persons as mentioned in Regulation 6(2).

Name, PAN No.,

CIN/DIN & address with

contact nos.

Category of Person

Promoters /KMP

/Directors/ immediate relatives/ others

etc)

Date of appointment

of Director / KMP OR

Date of becoming Promoter

Securities held as on the date of regulation

coming into force

% of

Shareholding

Type of security (For eg.

Shares, Warrants, Convertible Debentures etc.)

No.

1 2 3 4 5 6


Details of Open Interest (OI) in derivatives of the company held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a

Promoter of a listed company and other such persons as mentioned in Regulation 6(2).

Open Interest of the Future contracts held as on the

date of regulation coming into force

Open Interest of the Option

Contracts held as on the date of regulation coming into force

Contract

specifications

Number of units

(contracts * lot

size)

Notional value

in Rupee terms

Contract

specifications

Number of units

(contracts * lot

size)

Notional value in

Rupee terms

6 7 8 9 10 11

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options

Name & Signature:

Designation: Date:

Place:

Annexure 7


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Name Ms. Apoorva G

Company Secretary

Board of Directors


FORM C


[Regulation 7 (2) read with Regulation 6(2) – Continual disclosure]



Details of change in holding of Securities of Promoter, Employee or Director of a listed Company and other such persons as mentioned in Regulation

6(2).

Name, PAN, CIN/DIN, & address

With contact nos.

Category of Person (Promoters/ KMP /

Directors / immediate relative to/others etc.)

Securities held prior to acquisition/disposal

Securities acquired/Disposed Securities held post acquisition/disposal

Date of allotment advice/acquisition of shares/ sale

of shares specify

Date of intimation to company

Mode of acquisition /disposal (on market/public/ rights/ preferential

offer / off market/ Inter-se transfer, ESOPs etc.)

Type of Security (For eg. – Shares, Warrants

,Convertible Debentures etc.)

No. and % of sharehol ding

Type of security (For eg. – Shares, Warrants,

Convertible Debentures etc.)

No. Value Transaction Type (Buy/ Sale/Pledge / Revoke/ Invoke)

Type of security (For eg. – Shares, Warrants

,Convertible Debentur es etc.)

No. and % Of shareholding

From To

1 2 3 4 5 6 7 8 9 10 11 13 14



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Name Ms. Apoorva G

Company Secretary

Board of Directors


Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in

Regulation 6(2).

Trading in derivatives (Specify type of contract, Futures or Options etc) Exchange on which

the trade was

executed Type of contract Contract

specifications

Buy Sell

Notional Value Number of units

(contracts * lot

size)

Notional Value Number of units

(contracts * lot

size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


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Name Ms. Apoorva G

Company Secretary

Board of Directors


Annexure 8 FORM D


Regulation 7(3) – Transactions by Other connected persons as identified by the company Name of the Company: Triton Valves Limited


Details of trading in securities by other connected persons as identified by the company

Name, PAN,

CIN/DIN, & address with contact nos. of other connected persons

as identified by the company

Connect ion with

company

Securities held prior to acquisition/disposal

Securities acquired/Disposed Securities held post acquisition/disposal

Date of allotment

advice/acquisition of shares/ sale of shares specify

Date of intimation

to company

Mode of acquisition /disposal (on

market/public/ rights/ preferential offer / off market/ Inter-se transfer, ESOPs etc.)

Type of Security

(For eg. – Shares, Warrants ,Convertible Debentures etc.)

No. and % of

sharehol ding

Type of security

(For eg. – Shares, Warrants, Convertible Debentures etc.)

No. Value Transaction Type (Buy/

Sale/Pledge / Revoke/ Invoke)

Type of security

(For eg. – Shares, Warrants ,Convertible Debentur es etc.)

No. and % Of

shareholding

From To

1 2 3 4 5 6 7 8 9 10 11 13 14



CI Policy


Sunrise Chambers,


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Name Ms. Apoorva G

Company Secretary

Board of Directors


Details of trading in derivatives by other connected persons as identified by the company

Trading in derivatives (Specify type of contract, Futures or Options etc) Exchange on which the trade was

executed Type of contract Contract

specifications Buy Sell

Notional Value Number of units (contracts * lot

size)

Notional Value Number of units (contracts * lot

size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name:

Signature:

Date:

Place:

*****

Documents

Code of Conduct to Regulate, Monitor and Report Trading by ......TRITON VALVES LIMITED - Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons 1. Introduction