You are working as the Company Secretary of a listed company viz. Mindspare Ltd. The company is in advance stage of negotiation with a buyer, who will drastically improve the profitability and financial position of the c

The minimum standards for code of conduct to regulate, monitor and report trading by employees and other connected persons, is set out in schedule B to the SEBI (Prohibition of Insider Trading) Regulations, 2015, which is discussed below: The compliance officer shall report to the Board of Directors and in particular, help provide reports to the chairman of the audit committee, if any, or to the chairman of the board of Directors at such frequency as may be stipulated by the board of Directors. All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of the insiders legitimate purposes, performance of duties of discharge of his legal obligations. The code of conduct shall contain norms for appropriate Chinese Walls procedures, and processes for permitting any designated person to cross the wall. Employees and connected persons designated on the basis of their functional role (designated persons) in the organisation shall be governed by an internal code of conduct governing dealings in securities. The board of director shall in consultation with the compliance officer specify the designated persons to be covered by such code on the basis of their role and function in the organisation. Due regard shall be had to the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation. Designated persons may execute trades subject to compliance with these regulations. Towards this end, notional trading window shall be used as an instrument of monitoring trading by the designated persons. 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determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price incentive information. Search closer shall be imposed in relation to such securities to which such unpublished price sensitive information relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed. The timing for reopening of the trading window shall be determined by the compliance officer taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, in any event shall not be earlier than 48 hours after the information becomes generally available. The trading window shall also be applicable to any person having contractual or fiduciary relation with the company, such as auditor, accountancy firm, law firms, analysts, consultants, etc. assisting or advising the company. When the training window is open, trading by designated persons shall be subject to pre-clearance by the compliance officer, the value of the proposed trades is above such threshold as the board of Directors make stipulate. No designated person shall apply for pre-clearance of any proposed trade if such designated person is in possession of unpublished price sensitive information even if the trading window is not closed. The compliance officer shall confidentially maintain a list of such securities as a restricted list which shall be used as the basis for approving or rejecting applications for pre-clearance of trades. Prior to approving any trades, the compliance officer shall be entitled to seek declarations to the effect that the applicant for pre-clearance is not in possession of any unpublished price sensitive information. He shall also have regard to whether any such declaration is reasonably capable of being rendered in accurate. The code of conduct shall specify any reasonable time frame, which in any event shall not be more than 7 trading days, in which trades that have been pre-cleared have to be executed by the designated person, which fresh pre-clearance would be needed for the trades to be executed. The code of conduct shall specify the period, which in any event shall not be less than 6 months, which a designated person who is permitted to trade shall not execute a Contra trade. The compliance officer may be empowered to grant relaxation from strict application of such restrictions for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a Contra trade be executed, advertently or otherwise, in violation of such a restriction, profits from such trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund administrated by SEBI under the act. The code of conduct shall stipulate such format as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, recording of reasons for such decisions and for reporting level of Holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations. The code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, etc. that may be imposed, by the persons required to formulate a code of conduct for the contravention of the code of conduct. The code of conduct shall specify that in case it is observed by the persons required to formulate a code of conduct, there has been a violation of these regulations they shall inform SEBI promptly.