Policies
VINTAGE COFFEE AND BEVERAGES LIMITED
Guidelines of professional conduct:
The Code is a guide to professional conduct for independent directors. Adherence to these
standards by independent directors and fulfilment of their responsibilities in a professional and
faithful manner will promote confidence of the investment community, particularly minority
shareholders, regulators and companies in the institution of independent directors.
Guidelines of professional conduct:
An independent director shall:
– uphold ethical standards of integrity and probity;
– act objectively and constructively while exercising his duties;
– exercise his responsibilities in a bona fide manner in the interest of the company;
– devote sufficient time and attention to his professional obligations for informed and
balanced decision making;
– not allow any extraneous considerations that will vitiate his exercise of objective
independent judgment in the paramount interest of the company as a whole, while
concurring in or dissenting from the collective judgment of the Board in its decision
making;
– not abuse his position to the detriment of the company or its shareholders or for the
purpose of gaining direct or indirect personal advantage or advantage for any associated
person;
– refrain from any action that would lead to loss of his independence;
– where circumstances arise which make an independent director lose his independence,
the independent director must immediately inform the Board accordingly;
– assist the company in implementing the best corporate governance practices.
Role and functions:
The independent directors shall:
– help in bringing an independent judgment to bear on the Board’s deliberations especially
on issues of strategy, performance, risk management, resources, key appointments and
standards of conduct;
– bring an objective view in the evaluation of the performance of board and management;
– scrutinize the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance;
– satisfy themselves on the integrity of financial information and that financial controls
.
and the systems of risk management are robust and defensible;
– safeguard the interests of all stakeholders, particularly the minority shareholders;
– balance the conflicting interest of the stakeholders;
– determine appropriate levels of remuneration of executive directors, key managerial
personnel and senior management and have a prime role in appointing and where
necessary recommend removal of executive directors, key managerial personnel and
senior management;
– moderate and arbitrate in the interest of the company as a whole, in situations of conflict
between management and shareholder’s interest.
Duties
The independent directors shall:
– undertake appropriate induction and regularly update and refresh their skills, knowledge
and familiarity with the company;
– seek appropriate clarification or amplification of information and, where necessary, take
and follow appropriate professional advice and opinion of outside experts at the expense
of the company;
– strive to attend all meetings of the Board of Directors and of the Board committees of
which he is a member;
– participate constructively and actively in the committees of the Board in which they are
chairpersons or members;
– strive to attend the general meetings of the company;
– where they have concerns about the running of the company or a proposed action, ensure
that these are addressed by the Board and, to the extent that they are not resolved, insist
that their concerns are recorded in the minutes of the Board meeting;
– keep themselves well informed about the company and the external environment in
which it operates;
– not to unfairly obstruct the functioning of an otherwise proper Board or committee of the
Board;
– pay sufficient attention and ensure that adequate deliberations are held before approving
related party transactions and assure themselves that the same are in the interest of the
company;
– ascertain and ensure that the company has an adequate and functional vigil mechanism
and to ensure that the interests of a person who uses such mechanism are not
prejudicially affected on account of such use;
– report concerns about unethical behavior, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy;
– acting within his authority, assist in protecting the legitimate interests of the company,
Duties
shareholders and its employees;
– not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information, unless
such disclosure is expressly approved by the Board or required by law.
Appointment process of independent directors shall be independent of the company
management; while selecting independent directors the Board shall ensure that there is
appropriate balance of skills, experience and knowledge in the Board so as to enable the Board
to discharge its functions and duties effectively.
The appointment of independent director(s) of the company shall be approved at the meeting of
the shareholders.
The explanatory statement attached to the notice of the meeting for approving the appointment
of independent director shall include a statement that in the opinion of the Board, the
independent director proposed to be appointed fulfils the conditions specified in the Act and the
rules made thereunder and that the proposed director is independent of the management.
The appointment of independent directors shall be formalized through a letter of appointment,
which shall set out:
– the term of appointment;
– the expectation of the Board from the appointed director; the Board-level committee(s)
in which the director is expected to serve and its tasks;
– the fiduciary duties that come with such an appointment along with accompanying
liabilities;
– provision for Directors and Officers (D and O) insurance, if any;
– the Code of Business Ethics that the company expects its directors and employees to
follow;
– the list of actions that a director should not do while functioning as such in the company;
and
– the remuneration, mentioning periodic fees, reimbursement of expenses for participation
in the Boards and other meetings and profit related commission, if any.
The terms and conditions of appointment of independent directors shall be open for inspection at
the registered office of the company by any member during normal business hours.
The terms and conditions of appointment of independent directors shall also be posted on the
company’s website.
Re-appointment:
The re-appointment of independent director shall be on the basis of report of performance
evaluation.
.
Resignation or removal:
The resignation or removal of an independent director shall be in the same manner as is
provided in sections 168 and 169 of the Act.
An independent director who resigns or is removed from the Board of the company shall be
replaced by a new independent director within a period of 3 months or the next Board Meeting
whichever is earlier, from the date of such resignation or removal, as the case may be.
Where the company fulfils the requirement of independent directors in its Board even without
filling the vacancy created by such resignation or removal, as the case may be, the requirement
of replacement by a new independent director shall not apply.
Separate meetings:
The independent directors of the company shall hold at least one meeting in a year, without the
attendance of non-independent directors and members of management;
All the independent directors of the company shall strive to be present at such meeting;
The meeting shall:
– review the performance of non-independent directors and the Board as a whole;
– review the performance of the Chairperson of the company, taking into account the
views of executive directors and non-executive directors;
– assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Evaluation mechanism:
The performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to extend or
continue the term of appointment of the independent director.
INTRODUCTION
The purpose of this Code of Conduct (the “Code”) is to conduct the business of
the Company in accordance with the applicable laws, regulations, rules and with
the highest standard of ethics and values. The matters covered in this Code are of
utmost importance to the Company, shareholders and other stakeholders.
This Code shall come into force with immediate effect. Each and every
Director/Officer (as defined herein below) shall be duty-bound to follow the
provisions of this Code in letter and spirit. Any instance of non-compliance of any
of the provisions shall be a breach of ethical conduct and shall be viewed
seriously by the Company.
Accordingly, the Director/Officers (as defined herein below) are expected to read
and understand this Code and uphold these standards in all their business dealings
and activities.
APPLICABILITY
Regulation 46(2)(d) of the Listing Obligations and Disclosure Requirements 2015
(LODR) requires every listed company to make and disseminate the Code of
Conduct for Director/senior Officer of the company. This Code of Conduct applies
to the following:
1. All Members of the Board of Directors of the Company; (hereinafter
referred to as the “Directors”)
2. (a) Chief Executive Officer;
(b) Chief Operating Officer;
(c) Company Secretary;
(d) Head of Finance function (by whatever designation called);
(e) All Departmental/Functional heads of different functions of the
Company (by whatever designation they are called)
(hereinafter referred to as “Officers”)
HONEST AND ETHICAL CONDUCT
We expect all the Directors/Officers to act in accordance with the highest
standards of personal and professional integrity, honesty and ethical conduct,
while working at the Company’s premises, at offsite locations, at Company’s
sponsored business and social events and/or at any other place where the
Directors/Officers represent the Company.
We consider honest conduct to be conduct that is free from fraud and/or
deception. We consider ethical conduct to be conduct conforming to the accepted
professional standards of conduct. Ethical conduct includes ethical handling of
actual or apparent conflicts of interest as specified in below between personal and
professional relationships.
CONFLICTS OF INTEREST
Duty of the Directors/Officers of the Company demands that he or she avoids and
discloses actual and apparent conflicts of interest. A conflict of interest exists
where the interests or benefits of one person or entity conflict with the interests or
benefits of the Company. For example:
A. Employment/Outside Employment: -In consideration of employment with
the Company, Officers are expected to devote their full attention to the business
interests of the Company. Officers are prohibited from engaging in any activity
that interferes with their performance or responsibilities to the Company or
otherwise in conflict with or prejudicial to the Company. For example,
simultaneous engagement/employment or directorship with competitors of the
Company or from taking part in any activity that enhances or supports the
competitor’s position. Each Officer shall inform the Board of any change in
events/circumstances/conditions that may interfere with their ability to perform
their duties. Additionally, Officers must disclose to the Company’s Board of
Directors, any interest that they have that may conflict with the business of the
Company.
B. Outside Directorships: It is a conflict of interest to serve as a Director of any
Company that competes directly with the Company. Directors/Officers must first
obtain approval from the Company’s Board of Directors before accepting such
Directorship. Further each Director/Officer shall inform the Board of any changes
in their board positions, relationship with other businesses (including charitable).
C. Business Interests: If any Director/Officer is considering investment in the
business of any competitor of the Company, he or she must first take care to
ensure that these investments do not compromise on their responsibilities towards
the Company. Before making substantial investment in the business of the
Competitor, the Director/officer shall take permission from the Board of Directors
of the Company. Substantial Investment shall mean any investment over Rs.50.00
Lacs for Directors and Rs.10.00 Lacs for Officers or such other amount as may be
decided by the Board from time to time and case to case depending upon the facts
and figures of investment.
D. Related parties: As a general rule, Director/Officers, before conducting
Company business with a relative and/or with a business in which a relative is
associated in any significant role, must disclose their interest before the Board of
Directors of the Company and take their prior approval for the same. Relatives
include spouse, siblings, sibling’s spouse, children, children’s spouse, parents,
grandparents, grandchildren and step relationships.
E. Payments or gifts from others: Under no circumstances any Director/Officer
shall accept any offer, promise to pay, or authorization to pay any money, gift, or
anything of value from customers, vendors, consultants, etc. of the Company, that
is perceived and/or intended, directly or indirectly, to influence any business
decision, of the Company any act or failure to act, any commitment of fraud, or
opportunity for the commitment of any fraud.
F. Corporate opportunities: Directors/Officers shall not exploit for their own
personal gain, opportunities that are discovered through the use of Company
property, information or position, unless the opportunity is first disclosed in
writing to the Company’s Board of Directors.
G. Other situations: Because other conflicts of interest may arise, it would be
impractical to attempt to list all possible situations. If a proposed transaction or
situation raises any questions or doubts, Directors/Officers must consult the
Company’s Chairman and/or the Board of Directors.
COMPLIANCE WITH GOVERNMENT LAWS, RULES AND REGULATIONS
Directors/Officers must comply with all applicable governmental laws, rules and
regulations. Directors/Officers must acquire appropriate knowledge of the legal
requirements relating to their duties sufficient to enable them to recognize
potential dangers, and to know when to seek advice from the Finance and/or
Legal Department. Violations of applicable governmental laws, rules and
regulations may subject Directors/Officers to individual criminal and/or civil
liability. Such individual violations may also subject the Company to civil and/or
criminal liability and/or the loss of business.
CONFIDENTIAL INFORMATION
Directors/Officers are required to maintain the confidentiality of all confidential
information that they receive or become privy to in connection with the
Company’s business, except when disclosure is authorized or legally mandated.
Confidential information includes all nonpublic information that might prejudice
the ability of the Company to pursue certain objectives, be of use to competitors
or harm the Company, its suppliers or its advertisers, if disclosed. Confidential
information also includes any information relating to the Company’s business and
affairs that results in or would reasonably be expected to result in a significant
change in the market value of the Company’s securities or any information a
reasonable investor would consider important in making an investment decision.
Directors/Officers must not use confidential information for their own advantage
or profit directly or indirectly.
DUTIES OF INDEPENDENT DIRECTORS:
The independent directors shall—
1. undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
2. seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of
outside experts at the expense of the company;
3. strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a member;
4. participate constructively and actively in the committees of the Board in
which they are chairpersons or members;
5. strive to attend the general meetings of the company;
6. where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that
they are not resolved, insist that their concerns are recorded in the minutes of
the Board meeting;
7. keep themselves well informed about the company and the external
environment in which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board;
9. pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in
the interest of the company;
10. ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use;
11. report concerns about unethical behavior, actual or suspected fraud or
violation of the company’s code of conduct or ethics policy;
12. acting within his authority, assist in protecting the legitimate interests of the
company, shareholders and its employees;
13. not disclose confidential information, including commercial secrets,
technologies, advertising and sales promotion plans, unpublished price
sensitive information, unless such disclosure is expressly approved by the
Board or required by law.
14. any other duty as may be prescribed under the Companies Act, 2013 and rules
made thereunder and the listing agreement and SEBI (LODR) Regulations,
2015.
DISCLOSURES
Company’s policy is to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that Company file with, or submit to, the
stock ‘exchange, SEBI and/or any other government agency and in all other public
communications made by the Company. Company’s management has the general
responsibility for preparing such filings and communications and shall ensure that
the same shall conform to all applicable laws and regulations.
VIOLATION OF THE CODE
Part of the Directors/Officer’s job, and of his or her ethical responsibility, is to
help enforce this Code. Directors/Officers should be alert to possible violations,
Directors/Officers must co-operate in any internal or external investigations of
possible violations. Reprisal, threat, retribution or retaliation against any person
who has, in good faith, reported a violation or a suspected violation of law, this
Code or other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, to be avoided.’ Actual
violations of law, this Code, or other Company policies or procedures, should be
promptly reported to the Legal/HR Department.
WAIVERS AND AMENDMENTS OF THE CODE
We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code is subject to modification. Any amendment or
waiver of any provision of this Code must be approved by the Company’s Board
of Directors and promptly disclosed on the Company’s website and in applicable
regulatory filings pursuant to applicable laws and regulations, together with
details about the nature of the amendment or waiver.
NO RIGHTS CREATED
This Code of conduct is a statement of certain fundamental principles, ethics,
values, policies and procedures that govern the Directors and senior management
of the Company in the conduct of the Company’s business. It is not intended to
and does not create any rights in any employee, customer, client, supplier,
competitor, shareholder or any other person or entity.
Code of Conduct to Regulate, Monitor and Report Trading by Insiders
Introduction:
The Code of Conduct to regulate, monitor and report trading in Securities of the Company was
initially formulated by the Company in pursuance of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015(“Regulations”).
Pursuant to the amendments in the Regulations from time to time, this revised Code of Conduct
to regulate, monitor and report trading in Securities of the Company (hereinafter referred to as
“Code”) has been formulated by the Board of Directors of the Company to regulate, monitor
and report trading in Securities of the Company by Designated Persons and their Immediate
Relatives, effective from April 1, 2019.
Definitions:
i) ‘Chinese Walls’ means policies and procedures and physical arrangements
designed to manage and safeguard UPSI (defined hereinafter) and prevent
inadvertent transmission or communication thereof
ii) ‘Company’ means ‘VINTAGE COFFEE AND BEVERAGES LIMITED’
iii) ‘Compliance Officer’ means the Company Secretary and in his absence any other
senior officer of the Company appointed by the Board of Directors from time to
time for the purpose of this Code in pursuance of the Regulations;
iv) ‘Designated Persons’ means and includes:
– All promoters, Directors and Key Managerial Personnel
– Employees of the Company comprising the top 2 tiers of the Company’s
management below the board level.
– All the employees not covered above, who are working at the Assistant manager
level or above in the following departments of the Company
i) Finance & Accounts Department and
ii) Legal and Secretarial Department and
iii) Any other persons, including support staff of the Company belonging to
any other departments as may be decided by the Managing Director of
the Company in consultation with the Compliance Officer of the
Company, from time to time.
– “Generally Available Information” means information that is accessible to the
public on a non-discriminatory basis;
– “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.
– ‘Key Managerial Personnel’ shall mean the person holding any of the
positions of Managing Director, Chief Financial Officer and Company Secretary
of the Company and any other officer designated as key managerial personnel
by the Board of Directors as per the provisions of Section 2(51) of the
Companies Act, 2013.
– ‘Material Financial Relationship’ means 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 excludes
relationships in which the payment is based on arm’s length transactions.
– ‘Promoter’ shall have the meaning assigned to it under the Regulations.
– ‘Promoter group’ shall have the meaning assigned to it under the Regulations.
– ‘Regulations’ shall have the meaning ascribed to such term in Article 1 hereof,
which term shall include all amendments therein and replacements thereof;
– ‘SEBI’ means Securities and Exchange Board of India
– ‘SEBI ACT’ Means Securities and Exchange Board of India Act, 1992
– ‘Securities’ shall have the meaning ascribed to such term in the Regulations
– ‘Stock Exchanges’ means recognized stock exchange(s) on which the Securities
of the Company are listed.
– ‘Takeover Code’ means the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time;
– ‘Threshold Limit’ means the limit for trading in securities of the Company in
any calendar quarter valuing Rs. 10 lakhs or such amount as amended from time
to time.
– ‘Trading’ means and includes subscribing, buying, selling, dealing, pledging or
agreeing to subscribe, buy, sell or deal in or pledge any Securities of the
Company, and “Trade” shall be construed accordingly
– ‘Trading day’ means a day on which the Stock Exchange(s) are open for
trading
– ‘Trading Window’ means the period during which Trading in Company’s
Securities can be carried out; and
– ‘Unpublished Price Sensitive Information’ or ‘UPSI’ means any information,
relating to the 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’s, disposals and expansion
of business and such other transactions; and
v) Changes in Key Managerial Personnel
Responsibilities and Duties of Compliance Officer
a) The Compliance Officer shall be responsible under the overall supervision of the
Board of Directors of the Company, for compliance of policies, procedures,
maintenance of records, monitoring adherence to the rules for the preservation of
UPSI, monitoring of Trades as per the Code and implementation of the Code,
maintaining records of the designated persons and their immediate relatives and any
changes made in the list of Designated Persons and their Immediate Relatives and
providing guidance and clarifications sought by Designated Persons regarding the
Regulations and the Code.
b) The Compliance Officer shall report to the Board of Directors and shall provide
reports to the Chairperson of the Audit Committee on a quarterly basis in respect of
Trading in the Securities of the Company by the Designated Persons and their
Immediate Relatives, the trading plans and pre-clearance applications approved and
rejected by the Compliance Officer.
c) The Compliance Officer shall discharge other functions and duties as prescribed in
the Code and the Regulations.
General Restrictions
a) No Designated Person (including his/her Immediate Relatives) should trade in the
Securities of the Company at any time while in possession of, or having access to,
any Unpublished Price Sensitive Information. (UPSI).
b) Designated Persons are obliged to treat UPSI with due care and they have a duty to
safeguard UPSI irrespective of the source of receipt of UPSI. Designated Persons
shall use UPSI for the specified purpose(s) only and it must not be used for any
personal gain. No Designated Person shall communicate, provide, or allow access,
or procure or cause communication of any Unpublished Price Sensitive Information,
relating to the Company or its Securities, to any person, except where such
communication is in furtherance of legitimate purposes, performance of duties or
discharge of legal obligations.
Determination of Legitimate Purpose
The term “legitimate purpose” includes sharing of UPSI in the ordinary course of
business with Company’s collaborators, lenders including prospective lenders,
customers, suppliers, merchant bankers, legal advisors, auditors, credit rating
agencies, insolvency professionals or other advisors, service providers or
consultants; provided that such sharing of UPSI has not been carried out to evade or
circumvent the prohibitions of the regulations.
Whether sharing of UPSI for a particular instance tantamount to ‘legitimate
purpose’ would entirely depend on the specific facts and circumstances of each
case. Primarily, the following factors should be considered while sharing the UPSI:
– whether sharing of such UPSI is in the ordinary course of business of the
Company;
– whether sharing of such UPSI is in the interests of the Company or in
furtherance of a genuine commercial purpose; and
– whether the nature of UPSI being shared is commensurate with the purpose for
which access is sought to be provided to the recipient.
Any person who is in receipt of UPSI pursuant to a “legitimate purpose” shall be
considered as an Insider for the purpose of these Regulations and due notice
shall be given to such persons to maintain confidentiality of such UPSI in
compliance with the Regulations.
Preservation of UPSI and Chinese Wall Procedures
a) UPSI should be maintained within the Chinese Walls at all times. In the event any
person (who is not a Designated Person) is required to be wall – crossed, i.e.,
brought over the Chinese Wall in order to obtain access to the UPSI for a specific
purpose, prior approval of the Managing Director must be sought. The Managing
Director shall consider whether such person being wall – crossed, is being provided
UPSI on a need – to – know basis. Further, information shared with such wall –
crosser should be limited to the specific transaction or purpose for which their
assistance is required.
b) All persons who have wall – crossed should be notified that he would be considered
to be a Designated Person under this Code and consequently, required to comply
with all applicable provisions of the Code and Regulations, till such information
remains UPSI.
c) UPSI is to be handled on a “need to know” basis. It should be disclosed only to
those who need the information to discharge their duties and possession of UPSI by
them will not give rise to a conflict of interest or misuse of UPSI.
d) Files containing UPSI shall be kept secured with restricted access and computer
files containing UPSI should be protected with the help of login, passwords, etc
e) In case of any transaction(s) involving UPSI, the Managing Director shall identify
the Designated Person(s) who shall have access to any insider information relating
to such sensitive transaction(s). While dealing with such insider information, the
Designated Persons shall, to the extent applicable, adhere to the provisions of this
Clause 5.
Prevention of Misuse of UPSI
All Designated Persons and their Immediate Relatives shall be subject to trading
restrictions as stated below:
a) Closure of Trading Window
The Designated Persons and their Immediate Relatives shall trade in the Securities
of the Company only when the Trading Window is open; provided that the Trading
Window norms shall not be applicable for trades carried out in accordance with a
trading plan approved under clause 9 hereof
b) Prohibition on Trading in Securities of the Company
Designated Persons and their Immediate Relatives shall not Trade in the Securities
of the Company: (i) during the Prohibited Period (as defined below) or (ii) at any
time (even when the Trading Window is open) if in possession of UPSI.
c) “Prohibited Period” means:
(i) A period from the end of every financial year till 48 hours after declaration
of unaudited/audited annual financial results;
(ii) A period from the end of every quarter till 48 hours after declaration of
unaudited/audited quarterly financial results; and
(iii) Any period when the Compliance Officer otherwise has reasons to believe
that Designated Persons can reasonably be expected to have possession of
UPSI; Provided that where such UPSI is proposed to be considered at a
meeting of the Board of Directors of the Company, such period shall, as far
as practicable, commence at least 7 days before such meeting of the Board of
Directors. The Compliance Officer shall determine the timing for re-opening
the Trading Window taking into account various factors including UPSI in
question becoming Generally Available Information and being capable of
assimilation by the market, which in any event shall not be earlier than 48
hours after the information becomes Generally Available Information.
d) The intimation about the Prohibited Period shall be given by the Compliance
Officer, wherever required, through e-mail, circular and/or posting on the website of
the Company.
Pre-clearance of Trades
All Designated Persons including their Immediate Relatives intending to Trade in the
Securities of the Company up to the Threshold Limit fixed as aforesaid may do so
without any clearance from the Compliance Officer.
While calculating the Threshold Limit, the cumulative value of the Securities of the
Company Traded, whether in one transaction or series of transactions, during a calendar
quarter by the Designated Person and his /her Immediate Relatives shall be taken into
account.
Where the Trading Window of the Company is open, the Designated Persons including
their Immediate Relatives intending to Trade in the Securities of the Company in excess
of the Threshold Limit, shall pre-clear the transactions; provided that the pre-clearance
of Trade is not required for a Trade executed as per a trading plan which has been
approved under clause 9 hereof
The procedure for pre-clearance of Trades is stated hereunder:
a) The Designated Person should make an application in the prescribed form, as per
Annexure – A, to the Compliance Officer indicating the estimated number and value of
Securities of the Company that such Designated Person (or his / her Immediate
Relative) intends to Trade in and such other details as may be required in this behalf.
The application is to be filed along with statement of holding in Securities of the
Company at the time of pre-clearance.
b) The Designated Person shall execute an undertaking in favour of the Company
incorporating therein inter-alia, the following clauses, as may be applicable.
(i) that such Designated Person (including his/ her Immediate Relatives) does not have
any access to or has not received and is not in possession of any Unpublished Price
Sensitive Information upto the time of signing the undertaking;
(ii) that in case such Designated Person (including his/ her Immediate Relatives) has
access to or receives Unpublished Price Sensitive Information after the signing of the
undertaking but before the execution of the transaction such Designated Person shall
inform the Compliance Officer of the change in the position and that such
Designated Person (including his/ her Immediate Relatives) would completely refrain
from Trading in the Securities of the Company till the time such information
becomes Generally Available Information;
(iii) that the Designated Person (including his / her Immediate Relatives) has not
contravened the Code; and
(iv) that the Designated Person has made a full and true disclosure in the matter.
(c) Prior to approving any Trades, the Compliance Officer shall have regard to whether
the declaration given by the Designated Person, to the effect that he / she is not in
possession of any Unpublished Price Sensitive Information, is reasonably capable of
being rendered inaccurate.
(d) The Designated Persons and their Immediate Relatives shall execute their
transactions in respect of Securities of the Company within 7 Trading Days from the
date of pre-clearance after which pre-clearance will lapse. Thereafter, a fresh preclearance will be needed for the Trades to be executed.
e) Where a Trade is not executed after obtaining pre-clearance from the Compliance
Officer
f) In case the Compliance Officer or his/her Immediate Relatives intend to Trade in
the Securities of the Company in excess of the Threshold Limit, he/she shall obtain
pre-clearance for the same from the Managing Director of the Company, as per the
pre-clearance procedure under this Code.
g) Such pre-clearance shall not in any way be deemed to be in confirmation of
compliance with the Takeover code, if applicable. The person seeking pre-clearance
shall be solely responsible for compliance with the provisions of the Takeover
Code, if applicable.
Trading plans
a) A designated person who may be perpetually in possession of UPSI and his/her
immediate relatives shall have an option 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 their behalf in the Securities of the Company.
b) Such trading plan shall:
I) Not entail commencement of Trading in securities of the Company on behalf of
the Designated person and/or his/her immediate relatives earlier than 6 months
from the public disclosure of the trading plan;
II) Not entail Trading in Securities of the Company for the period between the 20th
Trading Day prior to the last day of any financial period for which results are
required to be announced by the Company and the 2nd Trading Day after the
disclosure of such financial results;
III) Entail trading in securities of the Company for a minimum period of 12 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 in Securities of the Company or
the number of securities of the Company to be traded along with the nature of
the trade and the intervals at or dates on which such trades in the Securities of
the Company shall be effected; and
VI) Not entail trading in securities of the Company for market abuse.
c) The Compliance Officer shall review the trading plan to assess whether the plan
would have any potential for violation of the code or the regulations and shall be
entitled to seek such express undertakings as may be necessary to enable such
assessment and to approve and monitor implementation of the trading plan.
d) Upon approval of a trading plan, the Compliance Officer shall notify the trading
plan to the Stock Exchanges.
e) The trading plan once approved shall be irrevocable and the Designated Person
(including his/ her Immediate Relatives) shall mandatorily have to implement the
plan, without being entitled to either deviate from it or to execute any Trade in the
Securities of the Company 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 Designated Person and/or Immediate Relatives at the
time of formulation of the plan has not become Generally Available Information at
the time of commencement of implementation and in such event the Compliance
Officer shall confirm that the commencement ought to be deferred until such UPSI
becomes Generally Available Information, in compliance with the Regulations.
Disclosures and Reporting Requirements
The disclosures required to be made by a person under this provision shall include
details of Trades by such person’s Immediate Relatives, wherever applicable.
a) Within 7 days of his / her appointment as or becoming a Designated Person or upon
becoming a promoter or member of the promoter group:
– the details of Securities of the Company held by them and their Immediate
Relatives.
– One time disclosure about Educational Qualification, Past Employers, etc.,
wherever applicable.
– The Designated Persons shall provide a one – time declaration containing the details
of the names of educational institutions from which the Designated Persons have
graduated and names of their past employers, if applicable.
II) Continual Disclosure
a) Every Promoter, member of the promoter group and Designated Person shall disclose to
the Compliance Officer, the number of Securities of the Company acquired or disposed
of, within 2 Trading Days of such transaction, if the aggregate value of Securities of the
Company Traded, whether in one transaction or a series of transactions over any
calendar quarter, exceeds Rs. 10 lakhs or such other value as may be specified by SEBI
in this regard.
b) The Designated persons shall forward to the Compliance Officer
(i) Quarterly statement of transactions in Securities of the Company within a period
of 15 days from the end of a calendar quarter. If there is no transaction in a
particular quarter, the “Nil” statement is not required to be submitted.
(ii) An annual statement of holdings in the Securities of the Company within 30
days of the close of financial year.
(iii) The details of Immediate Relatives and persons with whom such Designated
Person shares a Material Financial Relationship, within 30 days of close of
every financial year and within 15 days of any change in such information as
submitted to the Company
Penalties/Punishments
a) Any designated person who trades in securities of the Company or communicates
any UPSI in contravention of this code will be penalized and appropriate action will
be taken against such Designated Person by the Company after giving reasonable
opportunity of being heard in the matter. Such Designated Person shall also be
subject to disciplinary action by the Company including wage freeze, suspension,
recovery, in-eligibility for future participation in ESOPs etc.
b) In case any violation of Regulations is observed, the Compliance Officer shall
promptly inform the same to SEBI
c) In addition to the aforesaid penalties/punishments, the persons violating the
Regulations will also be subject to any other action by SEBI as per the SEBI Act.
Miscellaneous
a) The gap between clearance of financial results by the Audit Committee and Board
of Directors meeting for approval of such financial results should be as narrow as
possible and preferably on the same day to avoid leakage of UPSI.
b) The Board of Directors of the Company shall have power to modify or replace this
code in part or full as may be thought fit from time to time in its absolute discretion.
c) The decision of the Board of Directors with regard to all matters relating to this
code will be final and binding on all concerned.
d) In case any provisions of this Code are contrary to or inconsistent with the
provisions under the Regulations, the provisions of Regulations shall prevail.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
The Securities and Exchange Board of India had promulgated the SEBI(Prohibition of Insider
Trading) Regulations, 2015 (hereinafter referred to as “PIT Regulations”) on January 15, 2015.
As per Regulation 8 read with Schedule A of the Regulations, every listed company is required
to frame a Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information(hereinafter referred to as the ‘Code’) in order to make ‘Unpublished
Price Sensitive Information’ (hereinafter referred to as ‘UPSI’) generally available.
The objective of this Code is to lay down the principles and practices to be followed by
VINTAGE COFFEE AND BEVERAGES LIMITED(the Company) pertaining to disclosure
of UPSI.
The following Code was adopted by the Board of Directors of the company, and the code is
effective from May 30, 2015.
Applicability:
This Code shall apply in relation to disclosure of UPSI by the Company. The scope, exceptions
as given in PIT Regulations shall be applicable for the purpose of this Code as well.
Definitions:
‘Unpublished Price Sensitive Information” means any information relating to the Company or
its securties, directly or indirectly, that is generally not available which upon becoming
generally available is likely to materially affect the price of the Securities of the Company and
shall ordinarily include, but not restricted to information relating to
– Financial Results
– Dividends
– Changes in capital structure
– Mergers, de-mergers, acquisitions, disposals and such other transactions
– Changes in Key Managerial Personnel; and
– Any other matter as may be prescribed from time to time to be price sensitive
under the Listing Regulations
ii) “Generally available information” means information that is accessible to the public on a
non-discriminatory basis.
Corporate Disclosure Policy
The Company shall ensure:
– 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.
– uniform and universal dissemination of UPSI to avoid selective disclosure.
– if an Insider ‘selectively’ discloses any UPSI to any person including the Selected Group of
Persons then prompt disclosure of such information shall have to be made by the Compliance
Officer to the public. Such disclosure must be made not later than 48 hours after the
Compliance Officer learns that communication of suchUPSI has taken place.
– that information shared with analysts and research personnel is not UPSI.
– to develop 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.
Third Party Dealings
In order to avoid misrepresentation or misquoting, endeavour shall be made that at least two
representatives of the Company are present in the meetingsor conference calls with analysts,
brokers or institutional investors. Thetranscripts of aforesaid conference calls or record of the
proceedings of themeetings shall be made available on the website of the Company to ensure
official confirmation and documentation of the information shared during suchmeetings and
conference calls.
Response to Market rumours and Queries
The Compliance Officer shall provide appropriate and fair responsesto queries in relation to
UPSI including any news reports. A ‘No Comment’ policy must be maintained by the
Company on market rumours except when requested by regulatory authorities to verifysuch
rumours.
Need to know handling of UPSI
The Company shall handle UPSI only on a need to know basis. UPSI shall beprovided only
when needed for legitimate purposes, performance of duties ordischarge of legal obligations.
Dissemination
This code shall be posted on the Website of the Company.
Amendment
Any amendment to this Code shall be approved by the Board of Directors of the Company.
Policy on Determination of Legitimate Purposes
“Legitimate purpose” shall include sharing of UPSI in the ordinary course of business on a
need to know basis, with Company’s collaborators, lenders including prospective lenders,
customers, suppliers, merchant bankers, legaladvisors, auditors, credit rating agencies,
insolvency professionals , Practicing Company Secretaries, Registered Valuers or other
advisors, service providers or consultants, provided that such sharing has not been carried out
with a view to evade or circumvent the prohibitions of the PIT Regulations.
Whether sharing of UPSI for a particular instance tantamount to ‘legitimate purpose’ would
entirely depend on the specific facts and circumstances of each case. Primarily, the following
factors should be considered while sharing the UPSI:
i) whether sharing of such UPSI is in the ordinary course of business of the Company;
ii) whether sharing of such UPSI is in the interests of the Company or infurtherance of a
genuine commercial purpose; and
iii) whether the nature of UPSI being shared is commensurate with the purpose for which
access is sought to be provided to the recipient.
Any person in receipt of UPSI pursuant to a legitimate purpose shall beconsidered as an insider
for the purpose of the PIT Regulations and due noticeshall be given to such person which
would inter alia include the following:
• The information shared is in the nature of UPSI, confidentiality of such UPSI must be
maintained, and such UPSI must not be disclosedby the recipient in any manner except in
compliance with the PIT Regulations.
• The recipient must not trade in the securities of the Company while in possession of UPSI.
Additionally, structured digital database of recipients of UPSI shall be maintainedby the
Company in compliance with the requirements of the PIT Regulations.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Preamble:
This Familiarization Program (‘’the Program”) for Independent Directors of VINTAGE COFFEE AND BEVERAGES LIMITED (“the Company”) has been adopted by the Board of Directors pursuant to SEBI Listing Regulations, 2015.
In accordance with requirements of Regulation 25 (7) of SEBI Listing Regulations and
Schedule IV of the CompaniesAct,2013, the Company shall familiarize the Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company, etc., through various
programs.
Purpose & Objective:
The Program aims to provide insights into the Company to enable the Independent Directors to understand their roles, rights, responsibilities in the Company and get updated on the Business & Operations of the Company and contribute significantly to the Company.
Details of Familiarization Programme & Visit to the company:
The Independent Directors get the opportunity to visit various Company’s Premises, to enable them to have full understanding of Operations & Processes that are followed by the Company and the Industry in which it operates.
The independent directors were provided an overview of;
1) Criteria of independence applicable to Independent Directors as per the Listing Regulations on Corporate Governance and the Companies Act, 2013;
2) Compliance Personnel/Achievers, on whom reliance can be placed by the Independent Directors;
3) Time allocation by the Independent Directors on financial controls, overseeing systems of risk management, financial management compliance, Corporate Social Responsibility, Stakeholders conflicts, Board effectiveness, strategic direction, Meetings and performance assessment;
24) Roles, functions, Duties, Responsibilities and liabilities of Independent Directors;
5) Directors Responsibility Statement forming part of Boards’ Report;
6) Vigil Mechanism including policy formulation, disclosures, code for Independent Directors, Fraud response plan obtaining Audit Committee approval, wherever required;7) Risk Management systems& framework;
8) Board evaluation process and procedures;
9) Dealing with the related party transactions under the Companies Act, 2013 and the listing Regulations.
10) Internal Financial Controls and
11)Loans and Investments under the Companies Act, 2013.
Programme and disclosure:
Familiarization programme will be conducted “as needed” basis during the Year.
ii. As and when familiarization programme is conducted, the same will be disclosed on the website of the Company and a web link there to shall also be given in the Annual Report of the Company.