Code of conduct to regulate, monitor and report trading by insiders:


The Securities and Exchange Board of India (SEBI), on January 15, 2015, notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“the Regulations”).


As per Regulation 9 of the Regulations, SecMark Consultancy Limited (the “Company”) has adopted the Code namely “Code of Conduct for Prevention of Insider Trading” (“Insider Trading Code”).


The Company has formulated the Insider Trading Code to ensure that Directors and Designated Persons of the Company and their Relatives do not derive any benefit or assist others to derive any benefit from the access to and possession of Price Sensitive Information about the Company, which is not in the public domain and thus constitutes Unpublished Price Sensitive Information. Further the Company has an aim to ensure fair disclosure of Unpublished Price Sensitive Information that it would follow in order to adhere to each of the principles set out in the Regulations.


The Company has no tolerance for any form of Insider Trading or similar unlawful security related trade practices. References This Code should be referred to in conjunction, amongst others, with the following:

  • SEBI (Prohibition of Insider Trading) Regulations 2015, as amended from time to time;

  • Applicable provisions of Companies Act, 2013 as amended from time to time;


  1. “Act”means the Securities and Exchange Board of India Act,1992; as may be amended from time to time.

  2. “Board”means the Board of Directors of the Company;

  3. “Code” or “Code of Conduct” shall mean the Code of Internal Procedures and Code of Conduct for Regulating, Monitoring and Reporting of trading by insiders of SecMark Consultancy Limited as amended from time to time;

  4. “Company” means SecMark Consultancy Limited;

  5. "Designated Person" shall include:

    1. Promoters, Directors and Key Managerial Personnel of the Company;

    2. All employees of the Finance & Accounts, Department and Secretarial Division of the Company;

    3. Any other employee as may be determined and informed by the Compliance Officer from time to time.

  6. “Director”means a member of the Board of Directors of the Company;

  7. “Employee” means every employee of the Company including the Directors and Key Managerial Personnel in the employment of the Company and its subsidiary companies;

  8. “Insider Trading Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto;

  9. "Key Managerial Personnel” shall have the same meaning as defined under Section 2(51) of the Companies Act, 2013;

  10. “SEBI” means the Securities and Exchange Board of India;

  11. "Takeover Regulations" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, as amended form time to time.

Words and expressions used and not defined in this Code, but defined in the SEBI Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996), the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder and the Insider Trading Regulations shall have the meanings respectively assigned to them in those legislations.​

Compliance Officer

  1. The Compliance Officer shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of insider trading, monitoring of trades and the implementation of the Code.

  2. The Compliance Officer shall report to the Board of the Company and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the Board at such frequency as may be stipulated by the Board.

  3. The Compliance Officer shall assist all employees in addressing any clarifications regarding the Insider Trading Regulations and the Code.

Prevention of misuse of “Unpublished Price Sensitive Information”

  1. Trading Plan: An Insider shall be entitled to formulate a trading plan for Trading in securities of the Company and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.

  2. Trading Plan shall:

    1. not entail commencement of trading on behalf of the Insider earlier than six months from the public disclosure of the plan;

    2. 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 Company and the second trading day after the disclosure of such financial results;

    3. entail trading for a period of not less than twelve months;

    4. not entail overlap of any period for which another trading plan is already in existence;

    5. 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

    6. not entail trading in securities for market abuse.

  3. The Compliance Officer shall consider the Trading Plan made as above and shall approve it forthwith. However, he shall be entitled to take express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan as per the provisions of the Insider Trading Regulations.​

  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.

  5. However, the implementation of the trading plan shall not be commenced, if at the time of formulation of the plan, the Insider is in possession of any unpublished price sensitive information and the said information has not become generally available at the time of the commencement of implementation. The commencement of the plan shall be deferred until such unpublished price sensitive information becomes generally available information. Further, the Insider shall also not be allowed to deal in securities of the Company, if the date of trading in securities of the Company, as per the approved Trading Plan, coincides with the date of closure of Trading Window announced by the Compliance Officer.

Trading Window

  1. Trading window means the period when trading in the Company’s securities is permitted. The trading window shall remain closed during the period commencing from 15 days prior to the last day of each quarter and ending 2 trading days after the announcement of Financials Results for the respective half year, as the case may be or such period as may be determined and notified by the Compliance Officer. Designated Persons and their immediate relatives shall not trade in Securities of the Company when the trading window is closed.

  2. The Compliance Officer shall intimate the closure of trading window to all the designated employees of the Company when 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.

  3. The Compliance Officer after taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, shall decide the timing for reopening of the trading window, however in any event it shall not be earlier than forty eight hours after the information becomes generally available.

  4. 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.

  5. The Compliance Officer shall confidentially maintain a list of securities of the Company as a “restricted list” which shall be used as the basis for approving or rejecting applications for pre-clearance of trades.

Pre-clearance of trades

All Designated Persons and their dependents, who intend to deal in the securities of the Company when the trading window is opened and if the value of the proposed trades, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. 2,00,000/- (Rupees Two lakh only), should pre-clear the transaction. However, no Designated Person shall be entitled to 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. The pre-Trading procedure shall be hereunder:

  1. An application may be made in the prescribed Form (Annexure 1) to the Compliance officer indicating the estimated number of securities of the Company that the Designated Person intends to deal in, the details as to the depository with which he has a security account, the details as to the securities in such account and such other details as may be required by any rule made by the Company in this behalf. 

  2. An undertaking (Annexure 2) shall be executed in favour of the Company by such Designated Person incorporating, inter alia, the following clauses, as may be applicable:

    1. That the said person does not have any access or has not received “Unpublished Price Sensitive Information” up to the time of signing the undertaking.

    2. That in case the Designated Person has access to or receives “Unpublished Price Sensitive Information” after the signing of the undertaking, but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from Trading in the securities of the Company till the time such information becomes public.

    3. That he/she has not contravened the Code as notified by the Company from time to time.

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

  3. The Compliance Officer shall have the authority to determine whether such undertaking/declaration is capable of being rendered inaccurate and can accordingly take necessary steps.

  4. All Designated Persons and immediate relatives, as applicable, shall execute their order in respect of securities of the Company within one week after the approval of pre-clearance is given. The Designated Person shall file within 2(two) days of the execution of the deal, the details of such deal with the Compliance Officer in the prescribed form. (Form C).

  5. If the order is not executed within seven trading days after the approval is given, the Designated Person must pre-clear the transaction again.

  6. All Designated Persons who buy or sell any number of Securities of the Company shall not enter into an opposite transaction/contra trade i.e. sell or buy any number of Securities during the next six months following the prior transaction. All Designated Persons shall also not take positions in derivative transactions in the Securities of the Company at any time. In case of any contra trade be executed, inadvertently or 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 SEBI under the Act.

  7. The Compliance Officer may waive off the holding period in case of sale of securities in personal emergency after recording reasons for the same. However, no such sale will be permitted when the trading window is closed.

Other Restrictions

  1. The disclosures to be made by any person under this Code 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.

  2. The disclosures of trading in securities of the Company shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Code.

  3. The disclosures made under this Code shall be maintained for a period of five years.

Reporting requirements for transactions in securities

  1. Initial Disclosure

    1. Every promoter / Key Managerial Personnel / Director of the Company, within thirty days of listing of securities of the Company, shall forward to the Company the details of all holdings in securities of the Company presently held by them including the statement of holdings of dependent family members in the prescribed Form (Form A).

    2. Every person on appointment as a key managerial personnel or a director of the Company or upon becoming a promoter shall disclose his 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. (Form B)

  2. Continual Disclosure

    1. Every Promoter, employee and Director of the Company 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 over any calendar quarter, aggregates to a traded value in excess of Rs.2,00,000/-(Rupees Two Lakh only). (Form C)

    2.  The disclosure shall be made within 2 trading days of:

      1. The receipt of intimation of allotment of shares,or

      2. The acquisition or sale of shares or voting rights, as the case may be.

    3. All Designated Persons including KMPs and Directors of the Company shall at the time of joining the Company disclose their holding as on that date in prescribed form. Further, Designated Persons shall disclose their holding within fifteen days from the end of the financial year in prescribed form. In such case NIL reporting shall also be mandatory.(Annexure 4)​

Disclosure by the Company to the Stock Exchange(s)

  1. Within 2 trading days of the receipt of intimation or becoming aware of the information specified, the Compliance Officer shall disclose to all Stock Exchanges on which the Company is listed, the information received.

  2. The Compliance officer shall maintain records of all the declarations in the appropriate form given by the directors / officers / designated persons for a minimum period of five years.

Dissemination of Price Sensitive Information

No information shall be passed by Designated Persons by way of making a recommendation for the purchase or sale of securities of the Company.

Penalty for contravention of the code ofconduct

  1. Every Insider shall be individually responsible for complying with the provisions of the Insider Trading Regulations and the Code to the extent applicable.

  2. Any violation under this Code shall attract serious disciplinary action 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,termination,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 Insider Trading Regulations.

Contact Us

36/227, RDP 10, Sector VI, Charkop, Kandivali (W), Mumbai, Maharashtra - 400 067, India.

Tel. +91 98204 63889

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