Our Policies

This code may be called as code of conduct of D & H India Limited (herein after referred to as the D & H India) for prevention of Insider Trading. The Board of D & H India has initially framed this code by taking approval of Board on 15^th May, 2015. And due to amendments made in the SEBI (PIT) Regulations the said policy is amended in the Board meeting held on 29.03.2019. This Code can be subsequently 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 D & H India for noting and the amended code shall be deemed to be implemented effective from 1^st April 2019. 1. PREAMBLE 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which term includes Directors, Officers and Designated Employees of D & H India based on or when in possession of unpublished price sensitive information (UPSI).Such trading by Insiders erode the investors’ confidence in the integrity of the management and is unhealthy for the capital markets. 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 companies whose shares were listed on Indian stock exchanges. 2. APPLICABILITY This code shall be applicable to all the Promoter, member of the promoter group, Designated Employees, Specified persons, immediate relatives, Legitimate Purpose and connected persons which includes (Fiduciaries and Intermediaries) of D & H India and shall come into effect from the date of listing of Equity Shares of the Company on a stock exchange in India subsequent to an initial public offering of the Equity Shares of the Company. 3. DEFINITIONS

1. Act – means the Securities & Exchange Board of India Act, 1992;

2. Board of Director- means the Board of Directors of D & H India Limited.

3. Body Corporate- means a body corporate as defined under Sub section 11 of Section 2 of the Companies Act, 2013.

4. Code- means this Code of Conduct for Prevention of Insider Trading including modifications made thereto from time-to-time.

5. Compliance Officer- means Company Secretary or such other senior officer nominated from time to time, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under SEBI PIT Regulations, 2015 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 under SEBI PIT Regulations, 2015 under the overall supervision of the Board of Directors of the Company.

6. Connected person- means- As defined in SEBI (Insider Trading) Regulation, 2015 which is as under:

1. any person who is or has during the six months prior to the concerned act been associated with a 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.
2. 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, –

1. an immediate relative of connected persons specified in clause (i); or
2. a holding company or associate company or subsidiary company; or
3. an intermediary as specified in section 12 of the Act or an employee or director thereof; or
4. an investment company, trustee company, asset management company or an employee or director thereof; or
5. an official of a stock exchange or of clearing house or corporation; or
6. 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
7. 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
8. an official or an employee of a self-regulatory organization recognized or authorized by the Board; or
9. a banker of the company; or
10. 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;

NOTE: It is intended that a connected person is one who has a connection with the company that is expected to put him in possession of unpublished price sensitive information. Immediate relatives and other categories of persons specified above are also presumed to be connected persons, but such a presumption is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who may not seemingly occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operations. It is intended to bring within its ambit those who would have access to or could access unpublished price sensitive information about the company by virtue of any connection that would put them in possession of unpublished price sensitive information. NOTE: It is intended that the immediate relatives of a “connected person” too become connected persons for purposes of these regulations. Indeed, this is a rebuttable presumption.

7. “Dealing in securities” means an act of subscribing to, buying, selling or agreeing to subscribe to, buy, sell or deal in the securities of the Company listed on Stock Exchanges either a principal or agent.

8. Designated Employees- shall mean and include –Top two tier of D & H India Management, namely:

i. Chief Executive Officer (CEO), Chief Financial Officer (CFO); ii. Senior Manager and above of all the departments of D & H India;

1. “Designated Persons” means those persons who have been identified by the Board or such other analogous authority in consultation with the compliance officer as designated persons to be covered by the code of conduct on the basis of their role and function in the organization and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation and which shall include:-

1.  Employees of such listed company, intermediary or fiduciary designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors or analogous body;
2. Employees of material subsidiaries of such listed companies designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors;
3. All promoters of listed companies and promoters who are individuals or investment companies for intermediaries or fiduciaries;
4. CEO and employees upto two levels below CEO of such listed 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;
5. Any support staff of listed company, intermediary or fiduciary such as IT staff or secretarial staff who have access to unpublished price sensitive information.

10. Director- means Directors on the Board of D & H India both Executive and Non-Executive.

11. Employee means every employee of the Company (whether working in India or abroad) including the Directors in the employment of the Company.

• Fiduciaries – is referred as Professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising to D & H India.

13. Generally available information- means information that is accessible to thepublic 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;

• Insider- means any person who,

1. a connected person; or
2. in possession of or in receipt of unpublished price sensitive information pursuant to legitimate purpose or having access to unpublished price sensitive information;

16. Legitimate Purpose– shall include sharing of unpublished price sensitive information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations.

17. Officer-shall have the meaning assigned to it under the Companies Act, 2013

18. Promoter- shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof.

19. Promoter group shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof;

20. Regulation- means Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations 2015 as amended from time to time.

21. Securities- shall mean the Equity Shares of D & H India and such other securities of D & H India issued from time to time as may be specified by the Board of D & H India.

5. Specified Persons means all Directors, Employees and Connected Persons of the Company (including all Designated Persons)

23. The Company- means D & H India Limited. (D & H India)

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

25. Trading day- means a day on which the recognized stock exchanges are open for trading;

26. Trading Window- means the period during which the Promoter, member of the promoter group, Designated Employees, Specified persons, immediate relatives and connected persons.

1. 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: –

1. financial results;
2. dividends;
3. change in capital structure;
4. mergers, de-mergers, acquisitions, de listings, disposals and expansion of business and such other transactions;
5. changes in key managerial personnel; and

Words and expressions used and not defined in these regulations but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), 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 legislation. 4. CODE 1. COMPLIANCE OFFICER- APPOINTMENT AND DUTIES 1.1 The Board of the Company shall appoint the Company Secretary as the Compliance Officer to ensure compliance and for effective implementation of the Regulations and also this Code across the Company. 1.2 The Compliance Officer shall report to the Board of the Company. 1.3 The Company Secretary shall hold the position of the Compliance Officer so long as he/she remains the Company Secretary. In the event of the office of the Company Secretary falling vacant till such time a successor is appointed, the Managing Director shall, in the interim period act as the Compliance Officer. 1.4 In order to discharge his/her functions effectively; the Compliance Officer shall be adequately empowered and provided with adequate manpower and infrastructure to effectively discharge his/her function. In the performance of his/her duties, the Compliance Officer shall have access to all information and documents relating to the Securities of the Company. 1.5 The Compliance Officer shall act as the focal point for dealings with SEBI in connection with all matters relating to the compliance and effective implementation of the Regulations and this Code. 1.6 The Compliance Officer shall be responsible for:

1. setting forth policies in relation to the implementation of the Code and the Regulations in consultation with the Board/Audit Committee.
2. prescribing procedures for various activities referred to in the Code.
3. compliance with the policies and procedures referred hereinabove.
4. monitoring adherence to the rules for the preservation of UPSI.
5. grant of pre-trading approvals to the Designated Persons for trading in the Company‘s Securities by them / their Immediate Relatives and monitoring of such trading
6. implementation of this Code under the general supervision of the Audit Committee and the overall supervision of the Board of the Company.
7. the Compliance Officer shall maintain a record (either manual or in electronic form) of the Designated Persons and their Immediate Relatives and changes thereto from time-to-time.
8. the Compliance Officer shall assist all the Designated Persons in addressing any clarifications regarding the Regulations and this Code.
9. the Compliance Officer shall place status reports before the Chairman of the Audit Committee, detailing Trading in the Securities by the Designated Persons along with the documents that such persons had executed in accordance with the pre-trading procedure prescribed under the Code on a quarterly basis.

2. PRESERVATION OF PRICE SENSITIVE INFORMATION. 2.1 Designated Employees, specified persons, immediate relatives 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 D & H India who need the information to discharge their duty. This means the UPSI shall be disclosed only to those persons who need to know the same in furtherance of a legitimate purpose, the course of performance or discharge of their duty and whose possession of UPSI will not in any manner give rise to a conflict of interest or likelihood of misuse of the information. 2.3 Need to Know:

1. “need to know” basis means that Unpublished Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.
2. All non-public information directly received by any employee should immediately be reported to the Compliance Officer.

2.4 Limited access to confidential information: Specified Persons’ privacy to confidential information shall, in preserving the confidentiality of information, and to prevent its wrongful dissemination, adopt among others, the following safeguards:

1. files containing confidential information shall be kept secure.
2. computer files must have adequate security of login through a password.
3. follow the guidelines for maintenance of electronic records and systems as may be prescribed by the Compliance Officer from time-to-time in consultation with the person in charge of the information technology function.

2.5 Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc. 2.6 Preservation of misuse of “Price Sensitive Information”. To comply with this confidentiality obligation, the Specified Persons shall not discuss UPSI in public places and recommend to anyone that they may undertake Trading insecurities of the Company while being in possession, control or knowledge of UPSI, 2.7 All Directors, Officers and Designated Employees of D & H India and Connected Persons shall be subject to trading restrictions as enumerated below.

1. When the trading window is closed, Designated Employees, specified persons, immediate relatives and Connected Persons shall not trade in the company’s securities in such period.

2. The trading window shall be, inter alia closed at the time:-

1. Declaration of financial results (quarterly, half-yearly and annually).
2. Declaration of dividends (interim and final).
3. change in capital structure.
4. Any major expansion plans or execution of new projects i.e. Mergers, de-mergers, acquisitions, de listings, disposals and expansion of business and such other transactions.
5. Disposal of whole or substantially whole of the undertaking.
6. Any changes in policies, plans or operations of D & H India.
7. changes in key managerial personnel, and
8. any other matter which is likely to be price sensitive.

3. As regards declaration of dividend and other matters referred to in (c) to (i)above, the Managing Director/ Chief Executive Officer shall, well before initiation of such activity/ project, form a core team of Employees who would work on such assignment. The Managing Director/ Chief Executive Officer shall also designate a senior Employee who would be in-charge of the project. Such team members will execute an undertaking not to deal in the Securities of the Company till the UPSI regarding the activity /project is made generally available or the activity/project is abandoned, and the Trading Window would be regarded as closed for them. Such core team may share information related to the activity/project with any Connected Person only on a need to know basis for any advice or guidance required from such Connected Person, provided that such person is bound by confidentiality and undertake not to breach the Regulations.
4. Closure of trading window shall commence 12 days before the date of meetings of Board of Directors of D & H India are held to consider any of the items referred hereinabove, unless decided otherwise by the board.
5. The trading window shall be re-opened 48 hours after the information referred hereinabove, is made public.
6. All the Designated Persons shall strictly conduct all their Trading in the Securities of the Company only when the Trading Window is open and no Designated Person or their Immediate Relatives shall trade in the Securities of the Company during the period the Trading Window is closed or during any other similar period as may be specified by the Compliance Officer from time-to-time.

2.6 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 Every Designated Person shall obtain a pre-trading approval as per the procedure prescribed hereunder for any Trading in the Securities of the Company proposed to be undertaken by such Designated Person / his / her Immediate Relatives. Such pre-trading approval would be necessary, only if the cumulative trading (including trading in derivatives of Securities, if permitted by law) whether in one transaction or a series of transactions in any financial year exceeds Rs. 10 lakh (market value). 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. 3.2 Insider shall submit trading plan before six months from commencement of trading. 3.3 Insider shall not inter 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 D & H India 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 affected. 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 BSE about the approved trading plan and the same will be broadcast on Company’s website. 3.10 Insider shall submit trading plan alongwith the declaration and application in “Annexure – 1 to 3” or any other format specified by SEBI or BSE. 4.   TRADING WINDOW AND WINDOW CLOSURE 4.1 (i) The trading period, i.e. the trading period of the stock exchanges, called ‘trading window”, is available for trading in the Company’s securities. (ii) Closure of trading window:-

1. For the Financial results/dividends shall commence from the end of quarter/year as per the BSE circular number LIST/COMP/01/2019-20 dated 02.04.2019. and shall be re-opened 48 hours after submission of Financial results to Stock Exchange;
2. In other cases shall commence 12 days before the date of meetings of Board of Directors of the company are held to consider any of the items referred herein above except, declaration of financial results/dividend, unless decided otherwise by the Board and shall be re-opened 48 hours after information referred herein above, is made public;

(iii) When the trading window is closed, the Specified Persons shall not trade in the Company’s  securities in such period. (iv) All Specified Persons shall conduct all their dealings in the securities of the Company only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the Company’s securities during the periods when the trading window is closed, as referred to in point no. (ii) above or during any other period as may be specified by the Company from time to time. (v)  In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed. 4.2 The Compliance Officer shall intimate the closure of trading window to all the designated employees of the Company when he determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. It is the duty of the designated employees to inform the immediate relatives about the closure of trading window, as and when communicated by the Company and ensure that they do not deal in the securities of the Company. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates. 4.3 The Compliance Officer after taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, shall decide the timing for re-opening of the trading window, however in any event it shall not be earlier than forty-eight hours after the information becomes generally available. 4.4 The trading window shall also be applicable to any person having contractual or fiduciary relation with the Company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the Company. 5. PRE-CLEARANCE OF TRADES 5.1All Directors, Officers, Designated employees of D & H India and Connected Persons who intend to deal in the securities of the Company when the trading window is opened and if the value of the proposed trades is above Rupees Ten Lakh (Rs. 10,00,000/-), should pre-clear the transaction. However, no designated person shall be entitled to 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 and hence, he shall not be allowed to trade. 5.2 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. 5.3 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 :

1. That the directors, officers, designated employees do not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.
2. 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 D & H India till the time such information becomes public.
3. That he/she has not contravened the code of conduct for prevention of insider trading as notified by D & H India from time to time.
4. That he/she has made a full and true disclosure in the matter.

6. INSIDERS TO MAINTAIN DIGITAL DATABASE The Insiders shall ensure that a structured digital database is to be maintained containing the names of such persons or entities as the case may be with whom information is shared under this regulation 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. 7. COMPLIANCE OFFICER TO MAINTAIN THE RECORD OF DESGINATED PERSONS AND RELATED PERSONS TO THEM Compliance Officer is required to take the following details from designated persons, immediate relatives and persons with whom such designated person(s) shares a material financial relationship.

1. ON ANNUAL BASIS (On further change of information):

1. Name of the immediate relatives and persons with whom such designated person(s) shares a material financial relationship;
2. Permanent Account Number or any other identifier authorized by law of the following persons to the company;
3. Phone, mobile and cell numbers which are used by them

2. ON ONE TIME BASIS:

1. the names of educational institutions from which designated persons have graduated
2. names of their past employers.

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 during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.” 8. OTHER RESTRICTIONS 8.1 All directors, officers, designated employees their dependents and Connected Persons shall execute their order in respect of securities of D & H India 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. 8.2 All directors/ officers/ designated employees who buy or sell and number of shares of D & H India 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 D & H India 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 as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The holding period would commence when the securities are actually allotted. 8.3 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. 8.4 D & H India will have a process to ascertain how and when people are brought ‘inside’ on sensitive transactions. Proposed Insider should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information. 9. REPORTING REQUIREMENTS FOR TRANSACTIONS IN SECURITIES INITIAL DISCLOSURES Initial Disclosures 9.1 Every promoter, member of the promoter group, 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 D & H India mentioning date of holding within thirty days of these CODE taking effect; 9.2 Every person on appointment as key managerial personnel or a director of D & H India or upon becoming a promoter or member of the promoter group shall disclose his holding of securities of D & H India as on the date of appointment or becoming a promoter, to D & H India within seven (7) days of such appointment or becoming a promoter to D & H India /Compliance Officer. Continual Disclosures. 9.3 Every promoter, member of the promoter group , designated person and director of every company shall disclose to D & H India 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 time. 9.4 Compliance Officer of D & H India 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. 9.5 Disclosures shall be made as per the SEBI (Insider Trading) Regulation, 2015. 9.6 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. 9.7 The Compliance Officer shall place before the Managing Director or Chief Executive Officer or Chief Financial Officer or a committee specified by D & H INDIA, on a monthly basis all the details of the dealing in the securities by Director, Officer, Designated Employees of D & H India and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code. 9.8 Compliance Officer shall take the Code of Conduct from Intermediaries and Fiduciaries of D & H India as prescribed in Schedule C of SEBI (PIT) Regulations, 2015. 10. DISSEMINATION OF PRICE SENSITIVE INFORMATION 10.1 No information shall be passed by Specified Persons by way of making a recommendation for the purchase or sale of securities of the Company. 10.2 Disclosure / dissemination of Price Sensitive Information with special reference to analysts, media persons and institutional investors: 10.3 The following guidelines shall be followed while dealing with analysts and institutional investors:

1. Only public information to be provided.
2. At least two Company representatives be present at meetings with analysts, media persons and institutional investors.
3. Unanticipated questions may be taken on notice and a considered response given later. If the answer includes price sensitive information, a public announcement should be made before responding.
4. Simultaneous release of information after every such meet.

11. PENALTY FOR CONTRAVENTION OF CODE OF CONDUCT 11.1  Every designated employee, specified persons, immediate relatives and connected persons (which shall include Intermediaries and Fiduciaries)shall be individually responsible for complying with the applicable provisions of this Code (including to the extent the provisions hereof are applicable to their Immediate Relatives). 11.2 The persons who violate this Code shall, in addition to any other penal action that may be taken by the Company pursuant to law, also be subject to disciplinary action which in respect of an Employee may include wage freeze, suspension or termination of employment. 11.3 Action taken by the Company for violation of the Regulations and the Code against any person will not preclude SEBI from taking any action for violation of the Regulations or any other applicable laws/rules/regulations. 11.4 Under Section 15G of the SEBI Act, any Insider who indulges in insider trading in contravention of Regulation 3 is liable to a penalty which shall not be less than Rs. 10 lakh but which may extend to Rs.25 Crores or three times the amount of profits made out of insider trading, whichever is higher. 11.5Under Section 24 of the SEBI Act, anyone who contravenes the Regulations is punishable with imprisonment for a maximum period of ten years or with fine which may extend to Rs.25 Crores or with both. Further, in case any person fails to pay the penalty imposed by the adjudicating officer or fails to comply with any of his directions or orders, he shall be punishable with imprisonment for a term which shall not be less than one month but which may extend to ten years, or with fine, which may extend to twenty-five Crore rupees or with both. 11.6   In case it is observed by the Compliance Officer that there has been violation of the Regulations by any person, he/she shall forthwith inform the Audit Committee of the Company about the violation. The penal action will be initiated on obtaining suitable directions from the Audit Committee. The Compliance Officer shall simultaneously inform SEBI about such violation. The person, against whom information has been furnished by the Company/Compliance Officer to SEBI for violations of the Regulations/Code, shall provide all information and render necessary cooperation as may be required by the Company/Compliance Officer or SEBI in this connection. 12. INFORMATION TO SEBI IN CASE OF VIOLATION OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 In case it is observed by D & H INDIA/ Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 2015 SEBI shall be informed by D & H INDIA. By order of the Board FOR D & H INDIA LIMITED, RAJESH SEN COMPANY SECRETARY PLACE: INDORE DATE: 01.04.2019

(Annexure-1)

Trading Plan

(Under Code of Conduct of the Company read with SEBI Insider Trading regulation, 2015)

To, The Compliance Officer D & H India Limited Dear Sir /Madam Ref: DP’s name           :……………………. DP ID              :……………………. CLIENT ID    :…………………….. Name of insider          :…………………….. Address                       :…………………….. Your approval is solicited for proposed Trading Plan purchase & sale of securities of the Company in physical / demat form. I am furnishing details of trade to be made in six months after approval of the proposed trading plan:-

Sl. No.	Nature of Trade	Number of Securities to be trade	Time intervals between Two Trades	Date of propose trade

1. I am confirming that I do not have access to the unpublished price sensitive information and also have not received unpublished price sensitive information till today;
2. that in case I have access to the price sensitive information or receives it after approving the trading plan I shall inform the change and refrain from dealing in securities till the information becomes public;
3. that I have not contravened the code of conduct for prevention of insider trading as notified by the Company
4. that whatever is stated above is true and correct to the best of knowledge and nothing has been concealed.

Yours truly Signature Name……………… Designation………… Employee Code no……..

(Annexure-2)

Application for pre-clearance of trade

(Under Code of Conduct of the Company read with Insider Trading regulation, 2015)

To, The Compliance Officer D & H India Limited Dear Sir /Madam Ref: DP’s name           :……………….. DP ID              :………………. CLIENT ID    :………………. Name of insider          :………………. Address                       :……………… Your approval is solicited for purchase/sale of _____ securities of the Company in physical / demat form. I state on solemn affirmation:

1. that I am Director/Officer/Designated Employee of the Company who may reasonably be expected to have an access to unpublished price sensitive information in relation to the Company;
2. that I intend to purchase/sale_________(state No. of securities) securities of the Company in physical/demat form immediately on receipt of clearance for trade;
3. that I am aware of the code of conduct for Prohibition of Insider Trading (PIT) and that the provisions are applicable to me.
4. that I do not have access to the unpublished price sensitive information and also have not received unpublished price sensitive information till today;
5. that in case I have access to the price sensitive information or receives it after signing this undertaking, I shall inform the change and refrain from dealing in securities till the information becomes public;
6. that I have not contravened the code of conduct for prevention of insider trading as notified by the Company
7. I will hold/not repurchase such equity shares/listed securities for a minimum period of thirty days from the date of purchase/sale.
8. In case of non-execution of transaction by me within 7 trading days from the date of permission for purchase/sale, I will again take the clearance for the same.
9. that whatever is stated above is true and correct to the best of knowledge and nothing has been concealed.

Yours truly Signature Name…………….. Designation……….. Employee Code no………..

(Annexure-3)

UNDERTAKING

I………………………………..aged about………….years, Son/daughter of …………………………………working in the capacity of ………………………….. in D & H India Limited(hereinafter referred to as ‘Company’) do hereby solemnly declare and undertake as under:

1. that I am working with the company with effect from __________.
2. that as on date I do not possess/own any shares of the company or I have purchased ____ nos. of shares of the Company from open market. (strike out which is not applicable)
3. that I have received and read the Company’s code of conduct and agree to comply with the Company’s code of conduct and ethics from time to time.
4. that I do not have any access or has not received “Price Sensitive Information” upto the time of signing the undertaking.
5. In the event that I have access to or receive “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction for which approval is sought, I shall inform the compliance officer of the Company of the change in my position and that I would completely refrain from dealing in the securities of the company till the time such information becomes public.
6. that I shall not communicate, counsel or procure directly and indirectly any unpublished Price Sensitive Information (PSI) as mentioned in Company’s code of conduct to any person who while in possession of such unpublished PSI & shall keep the confidential information which is in my possession secured.
7. that I shall provide Initial disclosure about shareholding in the requisite form to the compliance officer of the Company.
8. that I shall undertake to seek pre-clearance of the compliance officer for any securities transaction and shall make an application, submit required forms duly filled and signed.
9. that I shall give annual statement of shareholding in Company’s securities by 30th April of every year along with my dependent.
10. that I have not contravened the code of conduct for prevention of insider trading as notified by the Company and shall be fully liable in any event of contravention/noncompliance of the same.
11. That I have made a full and true disclosure in the matter

Signature         :……………………….. Date                :………………………. Name               :……………………… Place                :………………………. Emp. Code      :………………………..

Approval of Trading Plan

1. I, ……………………..Compliance Officer of the Company, have reviewed  the Trading Plan submitted by the Insider of the Company and Insider has furnished all the information/undertaking which I have demanded. 2. The aforesaid plan is not violating any code of conduct and SEBI (Insider Trading) Regulation, 2015. 3. I shall monitor the implement of the Plan. For D & H India Limited ……………………….. Company Secretary