CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND THEIR IMMEDIATE RELATIVES

             AND

   CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE

CHAPTER – I

[Under Regulation 8(1) and 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015]

PRELIMINARY

Introduction

1                    This code is formulated as required under the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (herein after referred to as “the Regulations” or “these Regulations”) as amended from time to time.

Definitions

2.            In these regulations, unless the context otherwise requires, the following words, expressions and derivations therefrom shall have the meanings assigned to them as under:–i

(a)               “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

(b)               “Board” means the Board of Directors of the Company;

(c )         (i)           “Company” means THYROCARE TECHNOLOGIES LIMITED

(ii)               “Compliance officer” means The Company Secretary of the Company or such other senior officer of the Company, who is so designated and, 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the board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 or the Chief Executive Officer of the Company, 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.

(d)               “Connected Person” means,-

(i)                 any person who is or has during the six months prior to the concerned act, been associated with the 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

(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 a company or his immediate relative or banker of the company, has more than ten per cent of the holding or interest;

(e)               “Designated Employee” means

(i)                 All Executive Directors, Key Managerial Personnel and employees upto two levels below Chief Executive Officer of the company, intermediary, fiduciary and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information.

(ii)               All Officers in the rank of Assistant General Manager and above, of the Company’s Management.

(iii)             All Officers in the rank of Officer and above in Finance, Accounts, Legal & Secretarial Departments.

(iv)              Any support staff of listed company, intermediary or fiduciary such as IT staff or secretarial staff or Finance/Accounts staff who have access to unpublished price sensitive information

(v)                Any other employee designated by the company to whom these trading restrictions shall be applicable.

(f)                 ”Designated Persons” means

(i)                 All promoters of the Company and promoters who are individuals or investment companies for intermediaries or fiduciaries;

(ii)               Designated employees as defined in Clause 2 (e)

(iii)             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;

(iv)              Such other connected persons who may have access to unpublished price sensitive information;

(g)                 “Fiduciary” or “fiduciaries” refers to professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising the Company

(h)               “generally available information” means information that is accessible to the public on a non-discriminatory basis;

(i)                 “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;

(j)        “insider” means any person who is:

(i)       a connected person; or

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

(k)      “Intermediary” or “intermediaries” refers to every intermediary registered with SEBI

(l)        “key managerial personnel”, in relation to a company, means-

(i)       the Chief Executive Officer or the Managing Director or the Manager;

(ii)     Company Secretary

(iii)   Whole-Time Director

(iv)    Chief Financial Officer;

(v)      Such other officer not more than one levels below the Directors, who is in whole time employment, designated as Key Managerial Personnel by the Board;

(vi)    Such other officer as may be prescribed

(m)             “Legitimate purpose” in the context of sharing of unpublished price sensitive information (UPSI) shall include sharing of UPSI in the ordinary course of business by an insider with his/ their

(i)            Partners;

(ii)           Collaborators;

(iii)         Lenders;

(iv)         Customers;

(v)          Suppliers;

(vi)         Merchant bankers;

(vii)       Legal advisors;

(viii)      Auditors; and

(ix)         Other advisors or consultants

Provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations and this code

(n)               “Promoter” and “Promoter Group” shall have the meanings assigned to them under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof;;

(o)               “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;

(p)               “specified” means specified by the Securities and Exchange Board of India in writing unless some clause herein has been specifically referred to

(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” of “UPSI” 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, delistings, disposals and expansion of business and such other transactions; and

(v)                changes in key managerial personnel.

2.1.        Words and expressions used and not defined in this code but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), SEBI (Listing Obligations and Listing Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015, the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislations/rules/regulations.

CHAPTER – II

RESTRICTIONS ON COMMUNICATION AND TRADING BY INSIDERS

3             Communication or procurement of unpublished price sensitive information.

3.1         No insider shall communicate, provide, or allow access to any UPSI, relating to the Company or securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

3.2         No person shall procure from or cause the communication by any insider of UPSI, relating to the Company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

3.3        Notwithstanding anything contained in this regulation, an UPSI may be communicated, provided, allowed access to or procured, in connection with a transaction that would:–

(i)                 entail an obligation to make an open offer under the takeover regulations where the board of directors of the company is of informed opinion that sharing of such information is in the best interests of the company;

(ii)               not attract 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 sharing of such information is in the best interests of the company and the information that constitute UPSI 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 to be adequate and fair to cover all relevant and material facts.

3.4         For purposes of sub-regulation 3.3 parties are required 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 purpose of sub-regulation 3.3, and shall not otherwise trade in securities of the company when in possession of UPSI.

3.5.      The Compliance Officer 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 code 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 checks such as time stamping and audit trails to ensure non-tampering of the database.

4             Trading when in possession of UPSI.

4.1         No insider shall trade in securities of the Company that are listed or proposed to be listed on a stock exchange when in possession of UPSI.

When a person who has traded in securities has been in possession of UPSI, his trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession.

Provided that the insider may prove his innocence by demonstrating the circumstances including the following: –

(i)                 the transaction is an off-market inter-se transfer between insiders who were in possession of the same UPSI without being in breach of regulation 3.3 and both parties had made a conscious and informed trade decision;

Provided that such UPSI was not obtained under Regulation 3(3).

Provided further that such off-market trades shall be reported by the insiders to the company within two working days. Every company shall notify the particulars of such trades to the stock exchange on which the securities are listed within two trading days from receipt of the disclosure or from becoming aware of such information.

(ii)               the transaction was carried out through the block deal window mechanism between persons who were in possession of the UPSI without being in breach of regulation 3 and both parties had made a conscious and informed trade decision;

Provided that such UPSI was not obtained by either person under Code 3 (3).

(iii)             the transaction in question was carried out pursuant to a statutory or regulatory obligation to carry out a bona fide transaction.

(iv)              the transaction in question was undertaken pursuant to the exercise of stock options in respect of which the exercise price was pre-determined in compliance with applicable regulations.

(v)                in the case of non-individual insiders: –

(a)               the individuals who were in possession of such UPSI 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 UPSI 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;

(vi)              the trades were pursuant to a trading plan set up in accordance with Code 5 referred herein below.

4.2         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.

5             Trading Plans

5.1         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 behalf in accordance with such plan, save and except for pledging of securities. Board of Directors of the Company represented by its Managing Director is the approving authority in case of trades done by the Compliance Officer or his immediate relatives.

NOTE: This provision intends to give an option to persons who may be perpetually in possession of UPSI and enabling them to trade in securities in a compliant manner. This provision would enable the formulation of a trading plan by an insider to enable him to plan for trades to be executed in future. By doing so, the possession of UPSI when a trade under a trading plan is actually executed would not prohibit the execution of such trades as he had pre-decided even before the unpublished price sensitive information came into being.

5.2         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.

5.3         The Compliance Officer/Board of Directors of the Company represented by its Managing Director as the case may be 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.

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.

5.4         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.

Provided that the implementation of the trading plan shall not be commenced if any UPSI 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 / Board of Directors of the Company represented by its Managing Director as the case may be shall confirm that the commencement ought to be deferred until such UPSI becomes generally available information so as to avoid a violation of Code 4.1.

5.5         Upon approval of the trading plan, the Compliance Officer / Board of Directors of the Company represented by its Managing Director as the case may be shall notify the plan to the stock exchanges on which the securities are listed.

CHAPTER – III

DISCLOSURES OF TRADING BY INSIDERS

6             General provisions

6.1         Every public disclosure under this Chapter shall be made in such form as may be specified.

6.2         The disclosures to be made by any person under this Chapter shall include those relating to trading by such person’s immediate relatives, and by any other person for whom such person takes trading decisions.

6.3         The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Chapter: Provided that trading in derivatives of securities is permitted by any law for the time being in force.

6.4         The disclosures made under this Chapter shall be maintained by the company, for a minimum period of five years, in such form as may be specified.

7                    Disclosures by certain persons

7.1       Initial Disclosures.

(a)               The Promoter, members of the Promoter Group, Key Managerial Personnel and directors of the company have to disclose their holding of securities of the Company within thirty days of these regulations taking effect to the Company in Form – A;

(b)               Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter or member of the Promoter Group shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter or member of the Promoter Group, to the company within seven days of such appointment or becoming a promoter in Form – B;

7.2         Continual Disclosures.

(a)               Every Promoter, member of the Promoter Group, designated person 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 ten lakh rupees¹or such other value as may be specified in Form – C;

(b)               The company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.

Explanation:    It is clarified for the avoidance of doubts that the disclosure of the incremental transactions after any disclosure under this sub-regulation, shall be made when the transactions effected after the prior disclosure cross the threshold specified in clause (a) of sub-regulation (2).

7.3         Disclosures by other connected persons.

(a)               The company may, at its discretion require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company in Form – D and at such frequency as may be determined by the company in order to monitor compliance with these regulations.

¹ Revised we.f. 1^st January 2021, in the place of   “twenty five lakh rupees”.

CHAPTER – IV

CODES OF FAIR DISCLOSURE AND CONDUCT

8             Code of Fair Disclosure

8.1         The code of practices and procedures for fair disclosure of UPSI, including the policy for determination of Legitimate Purposes for sharing Unpublished Price Sensitive Information, is set out in Schedule A and is also published in the website of the Company.

8.2         Every such code of practices and procedures for fair disclosure of UPSI and every amendment thereto shall be promptly intimated to the stock exchanges where the securities are listed.

9.                  Code of Conduct

9.1         The code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons as formulated by the company is set out in Schedule B.

9.2         Internal controls to ensure compliance with the requirements given in these regulations to prevent insider trading

(i)       The Compliance Officer in consultation with the Managing Director of the Company shall put in place adequate and effective system of internal controls to ensure compliance with the requirements given in these regulations to prevent insider trading by

(a)     Identifying all employees who have access to UPSI as “designated person”;

(b)     Identifying all the UPSI and maintaining its confidentiality as per the requirements of this Code;

(c)      Placing adequate restrictions on communication or procurement of UPSI as required by this Code;

(d)     Maintaining a list of all employees and other persons with whom UPSI is shared and signing of confidentiality agreements or serving of notice to all such employees and persons, as appropriate;

(e)     Specifying the complying with all other relevant requirements under these regulations;

(f)       Reviewing the process periodically to evaluate effectiveness of such internal controls.

(ii)   The board of directors of the company shall ensure that the Chief Executive Officer or the Managing Director or such other analogous persons, ensure compliance with this Code.

(iii)   The Audit Committee of the Board of Directors of the Company shall review compliance with the provisions of this Code at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.

(iv)    Inquiry in case of leak of UPSI

(a)     The procedure as approved by Board of Directors, for inquiry in case of leak of UPSI or suspected leak of UPSI will be followed.

(b)     Employees shall report instances of leak of UPSI under the whistle-blower policy of the Company which is available in the Company’s website www.thyrocare.com

9.3       Protection against retaliation and victimisation²

(i)        A person is entitled to submit to Securities and Exchange Board of India information relating to any alleged violation of Insider Trading laws that has occurred or believed to have occurred relating to the Company, as per Chapter IIIA of SEBI (prohibition of Insider Trading) Regulations, 2015.

(ii)      Audit Committee shall provide protection against any discharge, termination, demotion, suspension, threats, harassment, directly or indirectly or discrimination against any employee who submits any information to SEBI under (i) above, irrespective of whether the information is considered or rejected by SEBI or he or she is eligible for a Reward under these regulations.

²  Effective from 26^th December 2019

SCHEDULE A

[Pursuant to sub-regulation (1) of regulation 8]

1.                  Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of UPSI

1.1         Prompt public disclosure of UPSI that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.

1.2         Uniform and universal dissemination of UPSI to avoid selective disclosure.

1.3         The Compliance Officer shall act as Chief Investor Relations Officer to deal with dissemination of information and disclosure of UPSI.

1.4         Prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

1.5         Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.

1.6         Ensuring that information shared with analysts and research personnel is not UPSI.

Unanticipated questions may be noted and considered response given later.

1.7         Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.

1.8         Handling of all UPSI on a need-to-know basis.

2.         Policy for determination of legitimate purposes

2.1        Any communication or access to any UPSI, relating to the company to any person including other insiders in furtherance of legitimate purposes as mentioned in regulation 3.2 shall be approved by the Compliance Officer. In case of doubt, the Compliance Officer shall consult and seek approval of the Managing Director before disclosure / dissemination of such information.

2.2         Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of these regulations and due notice shall be given to such persons to maintain confidentiality of such unpublished price sensitive information in compliance with these regulations.

SCHEDULE B

[See sub-regulation (1) of regulation 9]

Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons.

1.                  The Compliance Officer shall place reports before the Chairman of the Board and to the Chairman of the Audit Committee not less than once in a year, the details of the trading in the securities by the Insiders obtained from them in Form – G / H and other matters covered under the Regulations.

2.                  Chinese Wall

To prevent the misuse of UPSI, the Company has adopted a ‘Chinese Wall’ which separates those departments which routinely have access to such information. considered inside areas from other departments, considered public areas.

All information shall be handled within the organisation on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

As per the above:

(a)          The Employees in the inside areas are not allowed to communicate any UPSI to anyone in the public areas.

(b)               Only in exceptional circumstances, employees from the public areas are brought “over the wall”‘ and given access to UPSI on the basis of “need to know” basis, by complying with the following procedure:

2.1         Procedure for sharing of UPSI

The insider shall comply with the following procedure while sharing UPSI:

i)        Satisfy that information is UPSI.

ii)      Identify the persons with whom the information is to be shared;

iii)    Confirm that such sharing is for legitimate purpose.

iv)    Any person in receipt of UPSI pursuant to a legitimate purpose shall be considered as an insider for the purposes of these Regulations and shall be required to maintain confidentiality of such UPSI and NDA shall be executed by the recipient of UPSI.

v)      Mode of sharing UPSI shall be by either an email (addressed directly to the insider without copying) or hard copy or any other electronic mode or device or provide access to the information, data, server with acknowledgement.

vi)      The Insider shall intimate any of the following viz. CEO, CFO, Company Secretary or the Compliance Officer if designated separately, regarding such sharing of UPSI.

vii)  The Compliance Officer shall maintain the database as stipulated in 3.5 of the code for the instances of such sharing of UPSI.

3.                  Designated persons and immediate relatives of designated persons in the organisation shall be governed by the internal code of conduct governing dealing in securities.

4.                  Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall be used as an instrument of monitoring trading by the designated persons.

5.                  The trading window shall be closed when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have possession of UPSI. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed.

6.                  The gap between clearance of accounts by audit committee and board meeting should be as narrow as possible and preferably on the same day to avoid leakage of material information.

7.                  The Trading Window shall be closed for such period as may be specified by the Compliance Officer, subject to the provisions of SEBI Regulations. In case of consideration by circular resolution, the Window Closure shall begin from the date of circulation of the resolution to the Directors. In case of declaration of financial results, trading restrictions shall start from the end of every quarter.

8.                  The timing for re-opening of the trading window is determined by the compliance officer taking into account various factors including the UPSI in question becoming generally available and being capable of assimilation by the market, which in any event shall not be earlier than forty-eight hours after the information becomes generally available and in case of declaration of financial results, till 48 hours after the declaration of financial results.

9.               All designated persons who intend to trade in the securities of the company (including trades of immediate relatives), exceeding Rs. 10 lakhs in value, should get the transaction pre-cleared as per the pre-dealing procedure as described hereunder in Form – E. The limit for pre-clearance shall be calculated on a cumulative basis consisting of all trades proposed to be done by the designated persons till such limit is reached.

Explanation: In case the limit for pre-clearance is reached by way of trades in multiple tranches, the trade which takes the designated person’s holding in securities higher than the limit mentioned above in case of purchase and lower than the limit mentioned above in case of sale shall be pre-cleared.

10.              An undertaking (which forms part of Form – E) shall be executed in favour of the company by such designated person incorporating, inter alia, the following clauses, as may be applicable:

(a)               That the designated person does not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.

(b)               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/ Board of Directors represented by its Managing Director as the case may be, of the change in his position and that he/she and his/her immediate relative would completely refrain from dealing in the securities of the company till the time such information becomes public.

(c)                That he/she has not contravened the code of conduct for prevention of insider trading as notified by the company from time to time.

(d)               That he/she has made a full and true disclosure in the matter.

11.              All designated persons shall execute their order in respect of securities of the company within one week after the approval of pre-clearance is given and inform the details  of execution/non-execution of pre-cleared trades to the Compliance Officer in Form – F. If the order is not executed within one week after the approval is given, the designated person must pre-clear the transaction again.

Explanation:    If a part of the transaction has been executed within a week, then the remaining part of the transaction, irrespective of the Quantum of such transaction, shall be pre-cleared again if made after that week.

12.              All designated persons who buy or sell any number of securities 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 designated persons shall also not take positions in derivative transactions in the securities of the company at any time. The Compliance Officer / Board of Directors represented by its Managing Director, as the case may be, is empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a 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 Securities and Exchange Board of India for credit to the Investor Protection and Education Fund administered under the Act.

Buy back offers, open offers, rights issues, FPOs, bonus, etc. of the company are available to designated persons also, and restriction of ‘contra-trade’ shall not apply in respect of such matters. Also, contra trade restrictions shall not be applicable to trades pursuant to exercise of stock options.

13.              All Designated Persons and Connected Persons who trade 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. Designated persons of the company who violate the Code shall also be subject to disciplinary action by the company, which may include wage freeze, suspension, recovery, clawback, ineligible for future participation in employee stock option plans, etc.

14.              The formats for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance and for reporting level of holdings in securities as being necessary to monitor compliance with these regulations are annexed.

15.              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.

16.              In case it is observed by the Company / Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 2015, the SEBI shall be informed by the Company promptly.

17.              Designated persons shall disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the company on an annual basis and as and when the information changes:

(a)      immediate relatives

(b)     persons with whom such designated person(s) shares a material financial relationship

(c)      Phone, mobile and cell numbers which are used by them

Designated persons shall also disclose the names of educational institutions from which they have graduated and names of their past employers on a one time basis.

The relevant format is annexed as Form I & J.

Note:     1.     The disclosures under this clause has to be made irrespective of the transaction being pre-approved or not.

2.         The term “material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift from a designated person during the immediately preceding twelve months, equivalent to at least 25% of the annual income of such designated person but shall exclude relationships in which the payment is based on arm’s length transactions.

18.         The Compliance Officer shall, in consultation with the Chief Executive Officer/ Managing Director, decide on how and when people are brought ‘inside’ on sensitive transactions on a case to case basis and their details shall be maintained in the structured digital database. The people brought inside shall be made aware of the code and the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information.

19.     The trading window restrictions mentioned in clause (5) shall not apply in respect of –

(a)     transactions specified in clauses (i) to (iv) and (vi) of the proviso to regulation 4.1;

(b)     in respect of a pledge of shares for a bonafide purpose such as raising of funds, subject to pre-clearance by the compliance officer and compliance with the respective regulations made by the Securities and Exchange Board of India;

(c)      transactions which are undertaken in accordance with respective regulations made by Securities and Exchange Board of India such as acquisition by conversion of warrants or debentures, subscribing to rights issue, further public issue, preferential allotment or tendering of shares in a buy-back offer, open offer, delisting offer, or transactions which are undertaken through such other mechanism as may be specified by the Board from time to time.

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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:  THYROCARE TECHNOLOGIES LIMITED

ISIN of the company:  INE594H01019

Details of Securities held by Promoter, member of the Promoter Group, Key Managerial Personnel (KMP), Director and other such persons as mentioned in Regulation 6(2)

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, member of Promoter Group, Key Managerial Personnel (KMP), Director and other such persons as mentioned in Regulation 6(2)

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

Name        :

Signature:

Designation:

Date:

Place:

FORM B

SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a Key Managerial Personnel/Director/Promoter/Member of the promoter group]

Name of the company:  THYROCARE TECHNOLOGIES LIMITED

ISIN of the company:  INE594H01019

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).

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 on the securities of the company held on appointment of KMP or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).

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

Name & Signature:

Designation:

Date:

Place:

FORM C

SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) – Continual Disclosure]

Name of the company:  THYROCARE TECHNOLOGIES LIMITED

ISIN of the company:  INE594H01019

Details of change in holding of Securities of Promoter, Member of the Promoter Group, Designated Person or Director of a listed company and immediate relatives of such persons and other such persons as mentioned in Regulation 6(2).

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

(ii) Value of transaction excludes taxes/brokerage/any other charges

Details of trading in derivatives on the securities of the company by Promoter, member of the promoter group, designated person or Director of a listed company and immediate relatives of such persons and other such persons as mentioned in Regulation 6(2).

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

Name & Signature:

Designation:

Date:

Place:

FORM D

SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulation 7(3) – Transactions by Other connected persons as identified by the company

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

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

(ii) Value of transaction excludes taxes/brokerage/any other charges

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

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

Name:

Signature:

Place: