REPRO INDIA LIMITED CODE OF CONDUCT FOR PROHIBITION OF ... India Limited...¢  7 III. Definitions a)

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    REPRO INDIA LIMITED

    CODE OF CONDUCT

    FOR

    PROHIBITION OF INSIDER TRADING

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    INDEX

    Sr.No. Description Page Nos. I Introduction 5 II Policy 6 III Definitions 7-9 IV Role of Compliance Officer 10-14 V Reporting Requirements for transactions

    in securities 15

    VI Disclosure by the Company to the Stock Exchange(s)

    15

    VII Dissemination of Price Sensitive Information

    16

    VIII Penalty for Contravention of the Conduct

    16

    IX Code of Fair Disclosure 17 X Disclaimer 18 XI Drafts of various Forms for use 19

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    I. INTRODUCTION We are pleased to present the code of conduct for prohibition of Insider Trading, together with other relevant information and documents. As you may be aware that, by virtue of your position in the organization / professional or business relationship with the Company, it is believed that you have access to the UNPUBLISHED PRICE SENSITIVE INFORMATION in relation to the Company. To ensure that your dealings in the Company’s Securities while in possession of UNPUBLISHED PRICE SENSITIVE INFORMATION do not result into unfair gains to any one vis-à-vis the ordinary investor, SEBI has amended the Regulations in the year 2015 viz. SEBI (Prohibition of Insider Trading) Regulations, 2015. The Regulations, inter alia, advise the Company how to disseminate the UNPUBLISHED PRICE SENSITIVE INFORMATION in the public domain as fast as possible. The Regulations guide the Insiders how to ensure that UNPUBLISHED PRICE SENSITIVE INFORMATION is not taken advantage of. The Regulations also give additional powers to SEBI for taking action against violations of the code. The following pages give you all the relevant details to enable you to take care of the UNPUBLISHED PRICE SENSITIVE INFORMATION in the best interest of the ordinary investor, the Company and of course, you. Wish you happy and trouble free trading! With Regards, Repro India Limited Dimple Chopra Company Secretary & Compliance Officer

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    II. POLICY

    Company shall endeavour to disseminate the Price Sensitive Information

    (PSI) in public domain in shortest possible time. Till such time the PSI

    remains unpublished, the same shall be kept confidential by restricting its

    accessibility on “need to know” basis. For the benefit of the employees and

    other connected persons, the Company shall implement code of Internal

    Procedures and Conduct and other relevant codes as per SEBI regulations for

    prohibition of Insider Trading.

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    CODE OF INTERNAL PROCEDURES AND CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING

    BY INSIDERS

    (Effective from 15th May 2015)

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    INDEX OF DEFINITIONS

    Sr.No. Definitions Page Nos. a) Act 7 b) Board 7 c) Code or Code of Conduct 7 d) Company 7 e) Compliance Officer 7 f) Connected Person 7 g) Dealing in Securities 8 h) Designated Employees 8 i) Director 8 j) Employee 8 k) Generally Available Information 8 l) Immediate Relative 8

    m) Insider 8 n) Key Managerial Person 8 o) Promoter 8 p) Securities 8 q) Takeover Regulations 9 r) Trading 9 s) Trading day 9 t) Unpublished Price Sensitive Information 9 u) Regulations 9 v) Specified Persons 9

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    III. Definitions

    a) “Act” means the Securities and Exchange Board of India Act, 1992. b) “Board” means the Board of Directors of the Company. c) “Code” or “Code of Conduct” shall mean the Code of Internal

    Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders of Repro India Limited as amended from time to time.

    d) “Company” means Repro India Limited. e) "Compliance Officer" means Company Secretary or such other senior

    officer, designated so by the Board of Directors who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations designated so and reporting to the Board o f D ire ct ors and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules 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 Company.

    f) “Connected Person” means:

    (i) any person who is or has during the six months prior to the concerned act been associated with a company,, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

    (ii) 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 specified in clause (i);

    or (b) a holding company or associate company or subsidiary company;

    or (c) an intermediary as specified in Section 12 of the Act or an employee or director thereof; or

    (d) an investment company, trustee company, asset management company or an employee or director thereof; or (e) an official of a stock exchange or of clearing house or corporation; or

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    (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 recognised 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 the Company or his immediate relative or banker of the Company, has more than ten per cent, of the holding or interest.

    g) “Dealing in Securities” means an act of subscribing to, buying, selling

    Or agreeing to subscribe to, buy, sell or deal in the securities of the Company either as principal or agent.

    h) “Designated Employee”(s) shall include :

    (i) All Directors including whole time directors. (ii) every employee in the grade of General Managers and above; (iii) any other employee as may be determined and informed by the Compliance Officer from time to time.

    i) “Director” means a member of the Board of Directors of the Company. j) “Employee” means every employee of the Company including the

    Directors in the employment of the Company. 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, (i) a connected person; or

    (ii) in possession of or having access to unpublished price sensitive information.

    n) “Key Managerial Person” means person as defined in Section 2(51) of the

    Companies Act, 2013 o) "Promoter" shall have the meaning assigned t o it under the

    Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof:

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    p) "Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund;

    q) "Takeover regulations" means the Securities and Exchange

    Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

    r) "Trading" means and includes subscribing, buying, selling, dealing, or

    agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly

    s) "Trading Day" means a day on which the recognized stock exchanges

    are open for trading;

    t) “Unpublished Price Sensitive Information” means: 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, o