CODE OF INTERNAL PROCEDURES CONDUCT FOR PREVENTION OF INSIDER TRADING

(1) The Code of Conduct for prevention of Insider Trading ("the Code") is made to regulate, monitor and report the trading by the Insider.

(2) The Code has been made pursuant to Regulation 9 of the Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 which would be effective from 14th May, 2015.

(3) Definitions: For the purpose of this Code –

(a) "Act" means the Securities and Exchange Board of India Act, 1992 and any amendments thereto.

(b) "Board" means the Securities and Exchange Board of India

(c) "Board of Directors" means the Board of Directors of Sterling Chemicals and Alcohols Limited.

(d) "Code" or "Code of Conduct" shall mean the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders of Sterling Chemicals and Alcohols Limited as amended from time to time.
(e) "Company" means Sterling Chemicals and Alcohols Limited.

(f) "Companies Act" means the Companies Act, 2013 & Rules made there under and any amendments thereto.

(g) "Compliance Officer" means any senior officer, designated so and reporting to the board of directors or head of the organization in case board is not there, 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the board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 listed company or the head of an organization, as the case may be;

(h) "Connected Person" means:

i. any person who is or has during 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 any employees of the Company or holds any position including 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himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.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 forgoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established,

• an immediate relative of connected persons specified in clause (i) or holding company or associate company or subsidiary company; or

• an intermediary as specified in Section 12 of the Act or an employee or directors thereof; or

• an investment company, trustee company, assets management company or an employee or director thereof; or

• an official of a stock exchange or of clearing house or corporation; or

• a member of board of trustees of a mutual fund or a member of the board of directors of the assets management company of a mutual fund or is an employee thereof; or

• 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

• an official or an employee of a self- regulatory organization recognized or authorized by the Board; or

• a banker of the Company; or
• a concern, firm, trust, Hindu undivided Family, company or association of persons wherein a director of the Company or his immediate relative or banker of the Company, has more than ten percent, of the holding or interest;

i) "Designated Employees" means all employees who are Deputy General Managers and above and such other employee who may be so designated from time to time by the Chairman, Executive Director, Whole Time Director and Managing Director for the purpose of this Code.

j) "Designated Person" means Directors, Key Managerial Personnel and designated employees of the Company.

k) "Generally available information" means information that is accessible to the public on a non-discriminatory basis.

l) "Insider" means any person who is a connected person; or in possession of or having access to unpublished price sensitive information;
m) "Immediate relative" means a spouse of a person, and include parents, 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 of the Company.

n) "Promoter" shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof.

o) "Relatives" means a person, as defined in Section 2(77) of the Companies Act, 2013 and any amendments thereto.

p) "Regulations" means the SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.

q) "Stock Exchange" means a stock exchange which is recognized of the Central Government or SEBI under Section of Securities Contracts (Regulation) Act, 1956 and any amendments thereto.

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

s) "Specified" means specified by SEBI in writing.

t) "Takeover Regulations" means SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto.

u) "Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly.

v) "Trading Day" means a day on which recognized Sock Exchanges are open for trading.

w) "Trading Window" means a trading period for trading in Company's Securities as specified by the Company from time to time.

x) "Unpublished Price Sensitive Information" 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 following:-

(i) Financial Results;

(ii) Dividends;

(iii) Change in capital structure;

(iv) Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

(v) Changes in Key Managerial Personnel; and

(vi) Material events in accordance with the listing agreement with the Sock Exchange

y) All other words and phrases not defined in this Code will have the meaning as defined in the SEBI Act, 1992, Securities Contracts (Regulations) Act, 1956, The Depositories Act, 1996 or The Companies Act, 2013 and Rules and Regulations made there under and any amendment thereto.

(4) Applicability of the Code: This Code will be applicable to the insider as defined in the Clause 3(l) of this Code of Conduct.



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