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Code of Conduct

 

Code of Conduct for Independent Directors of the company
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Code of Conduct for Company Secretary
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Code of Conduct for Directors
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Code of Conduct for all the Members of the Board of Directors of Machino Plastics Ltd.

We the members of the Board of Directors (BOD/Board) of Machino Plastics Ltd.(MPL) hereby accept and undertake to follow in letter and sprit the Code of Conduct as given below which has been duly adopted by the Board of Directors at its meeting dated 17th April 2008 : -

  1. Attend all the meetings of the Board/ its Committees with reasonable regularity : bring an open and independent mind to such meetings, dedicate sufficient time, energy and attention thereto, and make reasonable inquiries to enable well informed and sound decision making by the Board of Director.

  2. Act honestly, fairly, and in good faith with due care and diligence and in team spirit while performing duties and while exercising powers as director in the best interest of Machino Plastics Ltd.

  3. Act in a manner that ensures, maintains and enhances the dignity and reputation of Directorship in general and the Company in particular.

  4. Respect and ensure compliance of all applicable laws of the land and the rules and Regulations thereunder in the letter and spirit.

  5. Ensure confidentiality of information received as Director and disclose it only if authorised by the Company or as required by the law.

  6. Not to make improper use of information received and not to take advantage of the position as a Director for personal gain.

  7. Not to allow personal interest to conflict with the interest of Machino Plastics Ltd. and not to engage in any activity which is likely to conflict with duty/ responsibility as a Director towards the company.

  8. Not to accept Directorship on the Board of any other company that competes with the business of Machino Plastics Ltd., while being a Director of Machino Plastics Ltd.

  9. Not to allow any prejudice, bias, fear, or favour to cloud my independent judgement and to act in an intellectually honest manner while dealing with all matters put up to BOD.

  10. Be sensitive to responsibilities towards society and environment.

Code of Conduct for Senior Management and whole time Directors as executives of Machino Plastics Ltd.

As a member of the Senior Management Team of Machino Plastics Ltd.(MPL), I hereby accept and undertake to follow in letter and sprit the Code of Conduct as given below which has been duly adopted by the Board of Directors at its meeting dated 17th April 2008 : -

  1. To carry out duties in a professional manner with in the scope of my authority in law, the Memorandum and Articles of Associations of the Company, and the authorisation conferred on me / powers delegated to me.

  2. To take well considered decisions in my sphere of operation according to the policies and systems of Machino Plastics Ltd. in the best of interest of the company and its stake holders.

  3. To Respect and ensure compliance of all applicable laws of the land and the rules and Regulations thereunder, which fall within my jurisdiction or authority, in letter and spirit.

  4. To ensure with in my scope of work that the company and its personnel operate in an honest and legitimate manner.

  5. To act ethically, honestly, fairly, and in good faith with due care and diligence and in team spirit while performing duties and while exercising powers as a senior official of the Company.

  6. Act in a manner that ensures, maintains and enhances the dignity and reputation of the Company and the office I hold.

  7. Ensure confidentiality of information received as Director and disclose it only if authorised by the Company or as required by the law.

  8. Not to make improper use of information received and not to take advantage of the position as a senior official for personal gain.

  9. Not to allow personal interest to conflict with the interest of Machino Plastics Ltd. and not to engage in any activity which is likely to conflict with duty/ responsibility as a senior official towards the company.

  10. Not to allow any prejudice, bias, fear, or favour to cloud my independent judgement while discharging my duties especially in the areas of recruitment of right manpower for the Company, in promotion matters, in assessing the performance of my subordinates and in providing opportunities for their growth.

CODE OF CORPORATE DISCLOSURE PRACTICE FOR PREVENTION OF INSIDER TRADING OF MACHINO PLASTICS LIMITED
  1. Corporate Disclosure Policy: To ensure timely and adequate disclosure of price sensitive information, the following norms shall be followed by the Company:-

  2. Prompt Disclosure of price sensitive information:
    1. Price sensitive information shall be given by the company to stock exchanges and disseminated on a continuous and immediate basis.
    2. The company may also consider, from time to time, ways of supplementing information released to stock exchanges by improving investor access to public announcement.
  3. Overseeing and coordinating disclosure:
    1. The Compliance Office shall oversee the corporate disclosure.
    2. The compliance office shall be responsible for ensuring that the company complies with continuous disclosure requirements, overseeing and coordinating disclosure of price sensitive information to stock Exchanges, analysts, shareholders and media and educating staff on disclosure policies and procedures.
    3. Information disclosure/ dissemination shall be approved in advance by the Managing Director/ Chief Executive Officer of the company.
    4. If information is accidentally disclosed without prior approval, the person responsible may inform the compliance officer immediately, even if the information is not considered price sensitive.
  4. Responding to market rumor
    1. The compliance officer shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumors/ report appearing in newspaper or otherwise and then decide about making the appropriate disclosures.
  5. Timely reporting of shareholdings/ ownership and changes in ownership
    1. Disclosures of shareholdings/ ownership by major shareholders and disclosures of changes in ownership as provided under any regulations made under the Act and the listing agreement shall be made in a timely and adequate manner.

      Disclosures/dissemination of Price Sensitive Information with special reference to Analysis, institutional Investor.
  6. The Company shall follow the guidelines given hereunder while dealing with analysts and institutional investors:-
    1. Only Public Information to be provided – The Company shall provide only public information to the analysts/research persons/large investors like institutions. Alternatively, the information given to the analyst should be simultaneously made public at the earliest.
    2. Recording of discussion – In order to avoid misquoting or misrepresentation, it is desirable that at least two Company representatives be present at meetings with Analysts, brokers or Institutional Investors and discussion should preferably be recorded.
    3. Handling of unanticipated question – The Company shall be careful when dealing with analyst questions that raise issue outside the intended scope of discussions. Unanticipated questions shall 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.
    4. Simultaneous release of Information – when the Company organizes meetings with analyst, the Company shall make a press release or post relevant information on its website after every such meet. The Company may also consider live webcasting of analyst meets.
  7. Medium of disclosure/dissemination
    1. Disclosure/dissemination of information may be done through various media so as to achieve maxim reach and quick dissemination.
    2. The Company shall ensure that disclosures to Stock Exchange are made promptly.
    3. The Company’s website will provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.
    4. The information filed by the Company with Stock Exchanges under continuous disclosure requirement will be made available on the Company website.
  8. Dissemination by stock exchanges
    1. The disclosures made to stock exchanges may be disseminated by the exchanges to investors in a quick and efficient manner through the stock exchange network as well as through stock exchange websites.
    2. Information furnished by the companies under continuous disclosure requirements, should be Published on the website of the exchange instantly.
    3. Stock exchanges should make immediate arrangement for display of the information furnished by the companies instantly on the stock exchange website.
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CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING FOR MACHINO PLASTICS LIMITED COMPANY

The Policy and Obligations
Machino Plastics Ltd. (herein after referred to as “the Company”) has decided to ensure that all the directors, officers, designated employees of the company are bound to safeguard the confidentiality of all such information obtained in the course of his or her work at the company. No director, officer, designated employee 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, Machino Plastics Ltd. hereby notifies that this code of conduct, made pursuant to SEBI (Prohibition of Insider Trading) Regulations, is to be followed by all directors, officers, designated employees and connected persons.


Part A- Definitions

‘Insider Trading’: When insiders use unpublished price sensitive information to arrive at securities trading (including buying as well as selling) decisions, the action is referred to as insider trading;
‘Company’ means Machino Plastics Ltd.
‘Compliance Officer’ means the Company Secretary of the company or in his absence for any reason any other Officer as may be designated by the Board

‘Connected Persons’ means any person who

  1. is a director of the company; or
  2. an officer or employee of the company; or
  3. has a professional or business relationship with the company

‘Deemed Connected Persons’ means and includes:

  1. Any company under the same management or group or any subsidiary of the company;
  2. Relatives and dependant family members of connected persons;
  3. Bankers of the company
  4. Merchant Banker, Share Transfer Agent, Registrar to an issue, Debenture Trustee, Broker, Portfolio Manager, Investment Advisor, Sub-broker or an employee thereof who has a fiduciary relationship with the company
  5. Trustees of any trust the beneficiaries of which include any of the connected persons;
  6. Trustees of any trust who are conferred with the Power of Attorney to act on behalf of beneficiaries in respect of securities of the company;
  7. Persons having professional or business relationship between themselves and the company, whether temporary or permanent and by virtue of such relationship are expected to be in possession of price-sensitive information;
  8. Any other person or category of persons mentioned in Regualtion 2 of the SEBI (Prohibition of Insider Trading) Regulations.

‘Dealing Employee’ shall mean:

  1. Managing and Whole Time Directors;
  2. All Senior Vice Presidents/Executive Directors
  3. All Vice President/ General Managers
  4. Employees designated by the Board of Directors from time to time to whom the trading restrictions shall be applicable.

‘Dependent Family Members’ shall mean the employee’s spouse, dependent parent and dependent children;
‘Free Period’ means any period other than the prohibited period.
‘Price Sensitive Information’ any information which relates directly or indirectly to a company and which if published is likely to materially affect the price of securities of Company.
Explanation: The following shall be deemed to be price sensitive information:-

  1. Periodical financial results of the company.
  2. Intended declaration of dividends (both interim and final);
  3. Issue of securities and buy back of securities;
  4. Any major expansion plans or execution of new projects;
  5. Amalgamation, mergers or takeovers;
  6. Disposal of the whole or substantial part of the undertaking;
  7. Significant changes in policies, plans or operations of the company;
  8. Any information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company.

‘Prohibited Period’ means;

  1. Period beginning with effective from fifteen days prior to date of meeting of the Board of Directors proposed to be held or from the date of circulation of agenda papers pertaining to the subject referred above, whichever is longer, in which the Board of Directors are to consider any price sensitive information and ending after 24 hours from time to time the Price sensitive information is made public.
  2. such other period as may be specified by the Compliance Officer from time to time in consultation with the Chairman and Managing Director.

‘Relative’ means a person, as defined in Section 6 of the Companies Act, 1956.

Words and expressions not defined in these Regulations shall have the same meaning as contained in SEBI (Prohibition of Insider Trading) Regulations or the Securities and Exchange Board of India Act.


PART - B
  1. Compliance officer
    1. The Company hereby name the Company Secretary as a Compliance Officer, senior level employee who shall report to the Managing Director/Chief Executive Officer.
    2. The Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of “Price Sensitive Information”, pre-clearing: of designated employees’ and their dependents’ trades (directly or through respective department heads as decided by the Company), monitoring of trades and the implementation of the code of conduct under the overall supervision of the Board of the Machino Plastics Limited.
      Explanation :
      The term ‘designated employee’ shall include :-
      (a) Officers comprising the top three tiers of the company management.
      (b) the employee designated by the company to whom these trading restrictions shall be applicable, keeping in mind the objectives of this code of conduct.
    3. The compliance officer shall maintain a record of the designated employees and any changes made in the list of designated employees.
    4. The compliance officer shall assist all the employees in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations and the company’s code of conduct.
  2. Preservation of “Price Sensitive Information”
    1. Employees/Directors 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.
    2. Need to know
      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.
    3. Limited access to confidential information
      Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.
  3. Prevention of misuse of “Price Sensitive Information”
    1. All directors/Officers and designated employees of the company shall be subject to trading restrictions as enumerated below.
    2. Trading window
      1. The trading period, to be called “trading window”, for trading in the company’s securities will be a period except for the period during which the trading window remain closed. The trading window shall remain closed seven days before the date of board meeting or date of circulation of agenda, whichever is earlier during the time the information referred to in para 3.2.3 is unpublished for which said board meeting is convened.
      2. When the trading window is closed, the employees/directors shall not trade in the company’s securities in such period.
      3. The trading window shall be, inter alia, closed at the time :-
        • Declaration of financial results (quarterly, half-yearly and annually).
        • Declaration of dividends (interim and final).
        • Issue of securities by way of public/rights/bonus etc.
        • Any major expansion plans or execution of new projects.
        • Amalgamation, mergers, takeovers and buy-back.
        • Disposal of whole or substantially whole of the undertaking.
        • Any changes in policies, plans or operations of the company.
      4. The time for commencement of closing of trading window shall be decide by the company.
      5. The Trading window shall be opened 24 hours after the information referred to in para 3.ii.c is made public.
      6. All directors/officers/designated employees shall conduct all their dealings in the securities of the company only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the company’s securities during the periods when trading window is closed, as referred to in para 3.ii.c or during any other period as may be specified by the Company from time to time.
      7. In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed.
    3. Pre–clearance of trades
      1. All directors/officers/designated employees of the company and their dependants as defined by the company who intend to deal in the securities of the company (above a minimum threshold as may be notified by the Government from time to time) should pre-clear the transaction as per the pre-dealing procedure as described hereunder.
      2. An application will be made to the Compliance Officer indicating the estimated number of securities that the designated employee/officer/director 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 depository mode and such other details as may be required by any rule made by the company in this behalf.
      3. An undertaking shall be executed in favour of the company by such designated employee/director/officer incorporating, inter alia, the following clauses, as may be applicable:
        1. That the employee/director/officer does not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.
        2. That in case the employee/director/officer has access to or receives Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the company till the time such information becomes public.
        3. That he/she has not contravened the code of conduct for prevention of insider trading as notified by the company from time to time.
        4. That he/she has made a full and true disclosure in the matter.
  4. Other restrictions
    1. All directors/officers/designated employees and their dependants (as defined by the company) shall execute their order in respect of securities of the company within one week after the approval of pre-clearance is given. If the order is not executed within one week after the approval is given, the employee/director must pre-clear the transaction again.
    2. All directors/officers/designated employees who buy or sell any number of share of the company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction. All directors/officers/designated employees shall not take positions in derivatives transactions in the shares of the company at any time.
      In the case of subscription in the primary market (initial public offers), the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted.
    3. 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.
  5. Reporting Requirements for transactions in securities
    1. All directors/officers/designated employees of the Company shall be required to forward following details of their securities transactions including the statement of dependent family members (as detailed by the company) to the Compliance Officer:
      • all holdings in securities of the Company by directors/officers/designated employees at the time of joining the company;
      • periodic statement of any transactions in securities(the periodicity of reporting may be defined by the company. The company may also be free to decide whether reporting is required for trades where pre-clearance is also required); and
      • annual statement of all holdings in securities.
    2. The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the directors/officers/designated employees for a minimum period of three years.
    3. The Compliance Officer shall place the Managing Director/Chief Executive Officer or a committee specified by the company, on a monthly basis all the details of the dealing in the securities by employees/director/officer of the company and the accompanying documents that such persons had executed under the pre=dealing procedure as envisaged in this code.
  6. Penalty for contravention of code of conduct
    1. Any employee/officer/director who trades in securities or communicates any information for trading in securities in contravention of the code of conduct may be penalized and appropriate action may be taken by the company.
    2. Employees/director/officer of the company who violate the code of conduct shall also be subject to disciplinary action by the company, which may include wage freeze, suspension, ineligible for future participation in employee stock option plans, etc.
    3. The action by the company shall not preclude SEBI from taking any action of violation of SEBI (Prohibition of Insider Trading) Regulations.
  7. Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations
    1. In case it is observed by the company/Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations. SEBI shall be informed by the company.
Key Values of Machino Plastics Ltd.
(Formally adopted by the Board of Directors w.e.f., 17th April 2008)
  1. CONSTRUCTIVE APPROACH

  2. WORKING AS A TEAM

  3. EXCELLENCE IN PERFORMANCE

  4. PROBITY IN WORK AND DEALING

  5. BEING RESPONSIBLE AND ACCOUNTABLE

 
 

© Machino Plastics Limited. Plot No. 3, Maruti J. V. Complex, Udyog Vihar Phase-IV, Gurgoan, 122015 (Haryana).
CIN - L25209HR2003PLC035034    Phone:0124-2341218, 2340806, 2346094, 2347601    Fax:0124-2340692    Email:sec.legal@machino.com
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