Code of Conduct [Under the SEBI (Prohibition of Insider Trading) Regulations, 2015
[Applicable to the Directors/Officers/Designated Employees and Connected Persons]
This code may be called as code of conduct of Ace Edutrend Limited for prevention of
Insider Trading. This Code can be modified/amended/altered by Directors/Compliance
Officer authorized by the Board. But in case of any statutory modification or amendment
or alteration of the provisions of SEBI (Prohibition of Insider Trading), Regulations 2015,
the newly modified / amended / altered provisions of the Regulation shall be placed
before the Board of Directors of the Available Finance Limited for noting and the amended
code shall be deemed to be implemented effective from the date of approval of the same by
the Board.
Insider trading means dealing in securities of a listed company traded on any Stock Exchange
in India by insiders which term includes Directors, Officers and Designated Employees of
ACE based on or when in possession of unpublished price sensitive information (UPSI).
The SEBI, as part of its efforts to protect the interest of investors in general, had issued the
SEBI (Prohibition of Insider Trading) Regulations, 2015, under the powers conferred on it by
the SEBI Act, 1992, which is made applicable to all the listed companies. The Regulations
prohibits insider trading.
This code shall be applicable to all the Directors, Officers, and Designated Employees and
their relatives of ACE.
(a) Act -means the Securities & Exchange Board of India Act, 1992;
(b) Board of Director-means the Board of Directors of Ace Edutrend Limited.
(c) Body Corporate-means a body corporate as defined under Sub section 11 of Section
2 of the Companies Act, 2013.
(d) The Company- means Ace Edutrend Limited
(e) Compliance Officer-The Officer appointed by the Board of Directors of ACE for the
purpose of these regulations from time to time.
(f) Code-means this Code of Conduct for Prevention of Insider Trading including
modifications made thereto from time-to-time.
(g) Trading-means and includes subscribing, buying, selling or agreeing to subscribe,
buy, sell or deal in any securities and “trade” shall be construed accordingly.
(h) Promoter-shall have the meaning assigned to it under the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 or any modification thereof.
(i) Designated Employees-shall mean and include –Top three tier of ACE Management,
namely: –
i. Chief Executive Officer (CEO), Chief Financial Officer (CFO);
ii. General Manager and above of all the departments of AVAILABLE;
iii. Senior Manager and above of Finance and Accounts, Secretarial, Banking
Department of ACE.
(j) Officer- shall mean and include –
i. Statutory, Secretarial and Internal Auditor of ACE
ii. Person occupying the position as an officer or an employee of ACE or holds a
position involving a professional or business relationship between himself
and ACE whether temporary or permanent and who may reasonably be
expected to have an access to unpublished price sensitive information in
relation to that company.
iii. Any other person as decided by the Board of Directors of ACE.
(k) Director-means Directors on the Board of Directors both Executive and NonExecutive.
(l) Insider- means any person who,
i. is or was connected with ACE or is deemed to have been connected with ACE
and who is reasonably expected to have access tounpublished price sensitive
information in respect of ACE, or
ii. has received or has had access to such unpublished price sensitive
(m) 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 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;
(v) changes in key managerial personnel; and
(vi) material events in accordance with the listing agreement.
(n) Regulation-means Securities and Exchange Board of India (Prohibition of
Insider Trading), Regulations 2015 as amended from time to time.
(m) Securities-shall mean the Equity Shares of Rs. 10/-each of ACE and such
other securities of ACE issued from time to time as may be specified by the
Board or the Managing Director or the CEO as the case may be of ACE.
(o) Trading Window-means the period during which the Directors, Officers and
Designated Employees of Company may trade in ACE’s securities.
(p) Trading day-means a day on which the recognized stock exchanges are open
for trading;
(q) Connected person-means,-As define in SEBI (Insider Trading) Regulation,
(r) 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;
1. Compliance Officer
1.1 ACE has appointed the Company Secretary as the Compliance Officer who shall
report to the Board of Directors.
1.2 The Compliance Officer shall be responsible for setting policies, procedures,
monitoring adherence to the rules for the preservation of “Price Sensitive
Information”, “pre-clearing trades” of Directors, Officers, Designated Employees’
and connected persons (directly or through respective department heads as
decided by ACE), monitoring of trades and the implementation of the code of
conduct under the overall supervision of the Board.
1.3 The Compliance Officer shall maintain a record of the designated employees and
any changes made in the list of designated employees.
1.4 The Compliance Officer shall assist all the employees in addressing any
clarifications regarding the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 as amended from time to time and the
company’s code of conduct
2. Preservation of Price Sensitive Information.
2.1 Directors, Officers, Designated Employees and Connected Persons shall maintain the
confidentiality of all Price Sensitive Information. Directors, Officers and Designated
Employees and Connected Persons shall not pass on such information to any person
directly or indirectly by way of making a recommendation for the purchase or sale
of securities.
2.2 Price Sensitive Information is to be handled on a “need to know” basis, i.e., Price
Sensitive Information should be disclosed only to those within ACE who need
the information to discharge their duty.
2.3 Files containing confidential information shall be kept secure. Computer files must
have adequate security of login and password etc.
2.4 Preservation of misuse of “Price Sensitive Information”.
2.5 All Directors, Officers and Designated Employees of ACE and Connected Persons
shall be subject to trading restrictions as enumerated below.
i. When the trading window is closed, the Directors, Officers, Designated
Employees and Connected Persons shall not trade in the company’s
securities in such period.
ii. The trading window shall be, inter alia closed at the time: –
a. Declaration of financial results (quarterly, half-yearly and annually).
b. Declaration of dividends (interim and final).
c. Issue of securities by way of public/rights/bonus etc.
d. Any major expansion plans or execution of new projects.
e. Amalgamation, mergers, takeovers and buy-back.
f. Disposal of whole or substantially whole of the undertaking.
g. Any changes in policies, plans or operations of ACE.
h. And any other matter which is likely to be price sensitive.
iii. Closure of trading window shall commence 7 days before the date of
meetings of Board of Directors of ACE are held to consider any of the items
referred hereinabove, unless decided otherwise by the board.
iv. The trading window shall be re-opened 48 hours after the information
referred hereinabove, is made public.
v. All directors/officers/designated employees of ACE and Connected Persons
shall conduct all their dealings in the securities of ACE only during trading
window is open.
1 All Directors, Officers and Designated Employees shall not engage in dealing
in securities, whether on their own account or on behalf of the Dependent and shall
ensure that their Dependent shall also not engage in Dealing in Securities on their
own account, if such Director, Officer or Designated Employees is in possession of
any unpublished price sensitive information.
3. Trading Plan
3.1 An insider shall 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.

Insider shall submit trading plan before six months from commencement of
3.3 Insider shall not enter into the transaction between the twentieth trading day
prior to the last day of any financial period for which results are required to
be announced by ACE of the securities and the second trading day after the
disclosure of such financial results.
3.4 If another trading plan is already in existence no other plan shall not be
accepted covering the same time period.
3.5 Insider in his trading plan shall set out number of Securities to be traded
along with the nature of the trade and time gap between the trade and dates
on which such trade shall be effected.
3.6 Compliance officer shall review the trading plan, approve and monitor the
implementation of the plan.
3.7 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.
3.8 The Insider shall not execute the aforesaid trading plan if any unpublished
price sensitive information 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, Insider shall execute
trading plan when such information shall become public.
3.9 After approval the trading plan Compliance Officer shall inform the Stock
Exchange about the approved trading plan and the same will be broadcast on
Company’s website.
1. Insider shall submit trading plan along with the declaration and application
in “Annexure – 1-to 3” or any other format specified by SEBI or Stock
4. Pre-clearance of trades
4.1 All Directors, Officers, Designated employees of ACE and Connected Persons
who intend to deal in the securities of ACE should pre-clear the transaction
as per the pre-dealing procedure as described hereunder.
4.2 An application may be made in prescribed format (Annexure 2) to the
Compliance Officer indicating the estimated number of shares that the Insider
intends to deal in, the depository with which he/she has an account and the
details as to his/her shareholding before and after the intended transaction.
4.3 An undertaking (Annexure 3) shall be executed in favour of the
company by such directors, officers, designated employees
incorporating, inter alia, the following clauses, as may be applicable:
a) That the directors, officers, designated employees does not have any
access or has not received “Price Sensitive Information” upto the
time of signing the undertaking.
b) That in case the employee, director, officer has access to or receives
“Price Sensitive Information” after the signing of the undertaking but
before the execution of the transaction he/she shall inform the
Compliance Officer of the change in his position and that he/she
would completely refrain from dealing in the securities of ACE 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 ACE from time to time.
d) That he/she has made a full and true disclosure in the matter.
5. Other restrictions
5.1 All directors, officers, designated employees their dependents and Connected
Persons shall execute their order in respect of securities of ACE within one
week after the approval of pre-clearance is given. If the order is not executed
within one week after the approval is given, the directors, officers,
designated employees must pre-clear the transaction again.
5.2 All directors/officers/ designated employees who buy or sell and number of
shares of ACE shall not enter into an opposite transaction i.e. sell or buy any
number of shares during the next six months following the prior transaction.
All directors/ officers/designated employees shall also not take positions in
derivative transactions in the shares of ACE at any time.
In the case of subscription in the primary market (initial public offers), the
above mentioned persons shall hold their investments for a minimum period
of 30 days. The holding period would commence when the securities are
actually allotted.
1. In case the sale of securities is necessitated by personal emergency,
the holding period may be waived by the Compliance Officer after
recording in writing his/ her reasons in this regard.
2. Reporting requirements for transactions in securities Initial
6.1 Every promoter, key managerial personnel and director of every company whose
securities are listed on any recognized stock exchange shall disclose his latest
holding of Securities of ACE mentioning date of holding as on or before 15
th May,
2015 taking effect, to the Company within thirty days(30) of these CODE taking
6.2 Every person on appointment as a key managerial personnel or a director of ACE
or upon becoming a promoter shall disclose his holding of securities of ACE as on
the date of appointment or becoming a promoter, to ACE within seven days (7) of
such appointment or becoming a promoter to ACE/Compliance Officer.
Continual Disclosures.
6.3 Every promoter, employee and director of every company shall disclose to ACE 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 rupees or such other value as may be specified by SEBI time to
6.4 Compliance Officer of ACE 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.
Disclosures by other connected persons.
6.5 Disclosures shall be made as per the SEBI (Insider Trading) Regulation, 2015
6.6 Compliance Officer shall maintain records of all the declarations in the
appropriate form given by the directors, officers, designated employees for a
minimum period of three years.
1. The Compliance Officer shall place before the Managing Director or Chief
Executive Officer or Chief Financial Officer or a committee specified by ACE,
on a monthly basis all the details of the dealing in the securities by Director,
Officer, Designated Employees of ACE and the accompanying documents that
such persons had executed under the pre-dealing procedure as envisaged in
this code.
2. Penalty for contravention of code of conduct
7.1 Any Director, Officer, Designated Employees who trades in securities or
communicates any Information for trading in securities in contravention of
the code of conduct may be penalized and appropriate action may be taken
by ACE.
7.2 Any Director, Officer, Designated Employees of ACE who violate the code of
conduct shall also be subject to disciplinary action by ACE, which may
include wage/salary freeze, suspension, ineligible for future participation in
employee stock option plans, etc.
1 The action by ACE shall not preclude SEBI from taking any action in case of
violation of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI
has powers in case of violation of the aforesaid regulations to order for Penalty
which shall not be less then Rs. 5 Lakhs but may increase up to 25 Crores and or
imprisonment up to 10 years or both.
2 Information to SEBI in case of violation of SEBI (Prohibition of Insider
Trading) Regulations, 2015
In case it is observed by ACE/ Compliance Officer that there has been a violation of
SEBI (Prohibition of Insider Trading) Regulations, 2015 SEBI shall be informed by
By Orders of the Board
(Monendra Srivastava)