Code of Conduct

This code may be called as code of conduct of D & H India Limited for prevention of Insider Trading. The Board of D & H India Limited has initially framed this code by taking approval of Board on 15^th May 2015 and was further amended due to amendments made in the SEBI (PIT) Regulations on 29^th March, 2019 and now due to further amendment in the SEBI (PIT), Regulations, 2015 it is further amended in the board meeting held on 31^st August, 2020.

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 Limited for noting and the amended code shall be deemedto beimplemented effective from the date of approval of the same by the Board.

The amended code should be placed before the Board of Directors of the Company in the Board Meeting held immediately after the date of statutory notification for modification/amendment/alteration etc. of the Regulation for noting.

The provisions of this
Code have to be read along with the Company’s Policy for procedure of Inquiry in case of leak of UPSI and the SEBI Insider Trading Regulation and if there is any inconsistency/contradiction therein, the provisions of the SEBI Insider
Trading Regulation shall prevail.

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, connected persons and
Designated Employees of D & H India Limited based on or when in possession
of unpublished price sensitive information (UPSI).Such trading by Insiders
erode theinvestors’ 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, and connected personswhich includes (Fiduciaries
and Intermediaries) of D & H India Limited.

3. DEFINITIONS

a)
Act – means the Securities & Exchange Board of India Act, 1992 as
may be amended from time to time;

b)
Board -shall
mean the Securities and Exchange Board of India.

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

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

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

f)
Compliance Officer- means CFO or such other senior officer nominated fromtime 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.

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

(i)    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.

(ii)  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, –

a.
an
immediate relative of connected persons specified in clause (i); or

b.
a
holding company or associate company or subsidiary company; or

c.
an
intermediary as specified in section 12 of the Act or an employee or director
thereof; or

d.
an
investment company, trustee company, asset management company or an employee or
director thereof; or

e.
an
official of a stock exchange or of clearing house or corporation; or

f.
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

g.
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

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

i.
a
banker of the company; or

j.
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.

h)
“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.

i)
Designated
Persons”

i.
All Promoters of the Company;

ii.
Members of the Board of Directors of the Company
including,executive or non-executive or independent or nominee directors;

iii.
Key Managerial Personnel (KMP) of the Company;

iv.
All Employees or Sr. Manager and abovein the Finance & Accounts, Risk & Internal Audit, Legal,
Secretarial, Compliance, Treasury, Investor Relations, Human Resource,IT and
Team handling the Business & Operations, as may be determined by the
Compliance Officer;

v.
Other employees designated by the Compliance Officer from time to
time;

vi.
Any support staff of the Company such as IT staff or Secretarial
staff who have access to Unpublished Price Sensitive Information;

vii.
Employees of material subsidiaries of the Company designated on
the basis of their functional role or access to Unpublished Price Sensitive
Information in the organization by their board of directors;

viii.
Chief Executive Officer (CEO) and employees upto two level below
CEO of the Company and material subsidiary, irrespective of their functional
role in the Company or its material subsidiary or ability to have access to
unpublished price sensitive information;

ix.
Any other Connected Person designated by the Company in
consultation with theCompliance Officer based on their function and role; and

x.
Immediate relative of (i.) to (ix) above.

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

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

l)
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 Limited.

m)
Generally available information- means information that is accessible to thepublic on a non-discriminatory basis;

n)
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;

o)
Insider- means
any person who,

(i)    a
connected person; or

(ii)  in
possession of or in receipt of unpublished price sensitive information pursuant
to legitimate purpose or having access to unpublished price sensitive
information;

p)
Investor Protection and Education Fund” means the Investor Protection and Education Fund created by the
Board under section 11 of the Act

q)
Key Managerial Personnel” means person as defined in Section 2(51) of the Companies
Act,2013;

r)
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.

s)
“Material Subsidiary” shall have the meaning assigned to it
under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,
2015 or any amendment or modification thereof;

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

u)
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;

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

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

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

y)
The Company- means D & H India Limited.

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

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

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

cc)   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
(v) Changes in key managerial personnel [other than due to superannuation or end of term, and resignation of a Statutory Auditor or Secretarial Auditor;]
(vi) Change in rating(s), other than ESG rating(s);
(vii) Fund raising proposed to be undertaken;
(viii) agreements, by whatever name called, which may impact the management or control of the company;
(ix) fraud or defaults by the company, its promoter, director, key managerial personnel, or subsidiary or arrest of key managerial personnel, promoter or director of the company, whether occurred within India or abroad;
(x) resolution plan/ restructuring or one-time settlement in relation to loans/borrowings from banks/financial institutions;
(xi) admission of winding-up petition filed by any party /creditors and admission of application by the Tribunal filed by the corporate applicant or financial creditors for initiation of corporate insolvency resolution process against the company as a corporate debtor, approval of resolution plan or rejection thereof under the Insolvency and Bankruptcy Code, 2016;
(xii) initiation of forensic audit, by whatever name called, by the company or any other entity for detecting mis-statement in financials, misappropriation/ siphoning or diversion of funds and receipt of final forensic audit report;
(xiii) action(s) initiated or orders passed within India or abroad, by any regulatory, statutory, enforcement authority or judicial body against the company or its directors, key managerial personnel, promoter or subsidiary, in relation to the company;
(xiv) outcome of any litigation(s) or dispute(s) which may have an impact on the company;
(xv) giving of guarantees or indemnity or becoming a surety, by whatever named called, for any third party, by the company not in the normal course of business;
(xvi) granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

Explanation 1– For the purpose of sub-clause (ix):
a. ‘Fraud’ shall have the same meaning as referred to in Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.b. ‘Default’ shall have the same meaning as referred to in Clause 6 of paragraph A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Explanation 2– For identification of events enumerated in this clause as unpublished price sensitive information, the guidelines for materiality referred at paragraph A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be specified by the Board from time to time and materiality as referred at paragraph B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be applicable.]

4. CODE

1.COMPLIANCE OFFICER-
APPOINTMENT AND DUTIES

1.1 The Board of the
Company shall appoint the CS as the Compliance Officer to ensure compliance and
for effective implementationof 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 CS shall hold the
position of the Compliance Officer so long as he/she remains the CS. In the
event ofthe office of the CS falling vacant till such time a successor is
appointed, the Managing Director shall, in the interim periodact 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 allinformation and documents relating
to the Securities of the Company.

1.5 The Compliance
Officer shall act as the focal point for dealings with SEBIin 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:

(a)      setting
forth policies in relation to the implementation of the Code andthe Regulations
in consultation with the Board/Audit Committee.

(b)     prescribing
procedures for various activities referred to in the Code.

(c)      compliance
with the policies and procedures referred hereinabove.

(d)     monitoring
adherence to the rules for the preservation of UPSI.

(e)      grant
of pre-trading approvals to the Designated Persons for trading inthe Company‘s
Securities by them / their Immediate Relatives andmonitoring of such trading

(f)      implementation
of this Code under the general supervision of the Audit Committee and the
overall supervision of the Board of the Company.

(g)     the
Compliance Officer shall maintain a record (either manual or inelectronic form)
of the Designated Persons and their Immediate Relativesand changes thereto from
time-to-time.

(h)     the
Compliance Officer shall assist all the Designated Persons in addressingany
clarifications regarding the Regulations and this Code.

(i)       the
Compliance Officer shall place status reports before the Chairman ofthe Audit
Committee, detailing Trading in the Securities by the Designated Persons along
with the documents that such persons had executed inaccordance with the
pre-trading procedure prescribed under the Code on aquarterly basis.

2. PRESERVATION OF PRICE
SENSITIVE INFORMATION.

2.1 Designated Persons, (and their
immediate relatives)and Connected Persons which includes 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.

No Insider including Designated Persons,
(and their immediate relatives) and Connected Persons which includes
(Fiduciaries and Intermediaries) shall trade in securities of the Company on a
stock exchange whenin possession of unpublished price sensitive information

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 Limited 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
interestor likelihood of misuse of the information.

2.3 Need to Know:

i.   “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.

ii.   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:

i.
files
containing confidential information shall be kept secure.

ii.
computer
files must have adequate security of login through a password.

iii.
follow
the guidelines for maintenance of electronic records and systemsas may be
prescribed by the Compliance Officer from time-to-time inconsultation 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 Designated Persons shall not discuss
UPSI in public places and recommend to anyone that they may undertake Trading
in Securities of the Company while being in possession, control or knowledge of
UPSI,

2.7Prohibition on
dealing, communicating or counselling on matters relating to Insider Trading

No Designated Persons shall –

(a) either on his own behalf, or on behalf
of any other person, trade in securities of the Company when in the possession
of any Unpublished Price Sensitive Information; and

(b) communicate, counsel or procure,
directly or indirectly any Unpublished Price Sensitive Information to any
person. However, these restrictions shall not be applicable to any communication
required in furtherance of Legitimate Purposes or performance of duties
ordischarge of legal obligations

2.8 Trading
Restrictions

All Designated Persons Directors,
Officers and Designated Employees of D & H India Limited and
Connected Persons shall be subject to trading restrictions as enumerated below.

The period prior to declaration of
Unpublished Price Sensitive Information is particularly sensitive for
transactions in the Company’s securities. This sensitivity is due to the fact
that the Designated Persons will, during that period, often possess Unpublished
Price Sensitive Information. During such sensitive times, the Designated
Persons will have to forego the opportunity of trading in the Company’s securities.

All Insider including Designated
Persons of the Company (including their immediate relatives) shall not deal in
the securities of the Company when the trading window is closed. The period
during which the trading window is closed shall be termed as prohibited period.

i.
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 (interimand final).

c)
change
in capital structure.

d)
Any
major expansion plans or execution of new projects i.e. Mergers, de-mergers,
acquisitions, delistings, disposals and expansion of business and such other
transactions.

e)
Disposal
of whole or substantially whole of the undertaking.

f)
Any
changes in policies, plans or operations of D & H India Limited.

g)
changes
in key managerial personnel,and

h)
any
other matter which is likely to be price sensitive.

ii.
The
trading window shall be closed when the compliance officer determines that a
Designated Persons, can reasonably be expected to have possession of
unpublished price sensitive information. Such closure shall be imposed in
relation to such securities to which such unpublished price sensitive
information relates

Further, the Closure of trading window
shall commence from the end of every quarter till 48 hours after the
declaration of financial results.

iii.
The
trading window shall be re-opened 48 hours after the information referred
hereinabove, is made public.

iv.
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.

v.
When
a person who has traded in securities has been in possession of unpublished
price sensitive information, his trades would be presumed to have been
motivated by the knowledge and awareness of such information in his possession.

2.9 All Designated Person shall not
engage in dealing in securities, whether on their own account or on behalf of
the immediate relatives Dependent and shall ensure that their immediate
relatives shall also not engage in Dealing in Securities on their own account,
if such Designated Persons is in possession of any unpublished price sensitive
information.

2.10 The
trading window restrictions mentioned in sub-clause iv of 2.8 shall not apply
in respect of:

a)
transactions
specified in clauses (i) to (iv) and (vi) of the proviso to sub-regulation (1)
of regulation 4 of the Regulations and in respect of a pledge of shares for a
bonafide purpose such as raising of funds, subject to pre-clearance by the
compliance officer and compliance with the respective regulations made by the
Board;

Explanation: In case of
any pledge of shares (including by way of top-up) to be createdby a designated
person in order to meet the requirement under an agreement / pre existing
commitment, the compliance officer shall respond to the pre clearance request
within 24 hours.

b)       transactions
which are undertaken in accordance with respective regulations made by the Board
such as acquisition by conversion of warrants or debentures, subscribing to
rights issue, further public issue, preferential allotment or tendering of
shares in a buyback offer, open offer, delisting offer or transactions which
are undertaken through such other mechanism as may be specified by the Board
from time to time.

3.
TRADING PLAN

An insider shall be entitled 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 his behalf
in accordance with such 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.

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 20^th trading day prior to the last day of
any financial period for which results are required to be announced by D
& H India Limited of the securities and the second trading
day after the disclosure of such financial results.

3.4 entail trading for a period of not
less than 12 months

3.5 If another trading plan is already in
existence no other plan shall not be accepted covering the same time period.

3.6 Not entail trading in
securities for market abuse

3.7 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.

3.8 The Compliance Officer
shall review the trading plan to assess whether the plan would have any
potential for violation of this Code or Regulations and shall be entitled to
seek such express undertakings as may be necessary to enable such assessment
and toapprove and monitor the implementation of the plan.

3.9 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.

3.10 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.

3.11 After approval the trading plan
Compliance Officer shall inform to the Stock Exchange on
which the securities of the Company are listed about the approved
trading plan and the same will be broadcast on Company’s website.

3.12 Insider shall submit trading plan alongwith
the declaration and application in “Annexure – 1 to 3” or any other
format specified by SEBI or BSE.

Pre-clearance
of trades shall not berequired for a trade executed as per an approved trading
plan. Trading window norms andrestrictions on contra trade shall not be
applicable for trades carried out in accordance withan approved trading plan

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) prior to the unpublished
price sensitive information is published, the trading window shall be, inter
alia, closed from time to time, as per the statutory requirement of the law

(iii) When the trading window
is closed, the all the Insiders and Designated Persons, shall not trade in the
Company’s securities in such period.

(iv) All the Insiders
and Designated 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 immediately
upload the information regarding the closure of trading window on the website
of the Company. It is the duty of the Insiders and
Designated Persons to regularly check the website of the Company regarding
window closure and also 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

Any Designated Person (including immediate relatives)
of the Company, who intend to trade in the securities of the Company during
free period, shall trade in Securities of the Company subject to pre-clearance
by the Compliance Officer if the value of the proposed trades (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
lakhs (market value)

5.1All Designated Persons who
intend to deal in the securities of the Company should pre-clear
the transaction as per the pre-dealing procedure as described hereunder.

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 favor of the company by such Designated Persons incorporating,
inter alia, the following clauses, as may be applicable:

a)
That
the Designated
Persons do
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 D & H India Limited
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 D & H India Limited from
time to time.

d)
That
he/she has made a full and true disclosure in the matter.

6.
INSIDERS TO MAINTAIN DIGITAL DATABASE

The board of directors or head(s) of
the organisation of every person required to handle unpublished price sensitive
information shall ensure that a structured digital database is maintained
containing the nature of unpublished price sensitive information and the names
of such persons who have shared the information and also the names of such
persons 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 database shall not be
outsourced and shall be maintained internally with adequate internal controls
and checks such as time stamping and audit trails to ensure non-tampering of
the database.

The board of directors or head(s) of
the organisation of every person required to handle unpublished price sensitive
information shall ensure that the structured digital database is preserved for
a period of not less than eight years after completion of the relevant transactions
and in the event of receipt of any information from the Board regarding any
investigation or enforcement proceedings, the relevant information in the
structured digital database shall be preserved till the completion of such
proceedings.

7.
COMPLIANCE OFFICER TO MAINTAIN THE RECORD OF DESIGNATED 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.

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

a)
Name
of the immediate relatives and persons with whom such designated person(s)
shares a material financial relationship;

b)
Permanent
Account Number or any other identifier authorized by law of the following
persons to the company;

c)
Phone,
mobile and cell numbers which are used by them

II.   ON
ONE TIME BASIS:

a)
the
names of educational institutions from which designated persons have graduated

b)
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

8.1All Designated Personsshall
execute their order in respect of securities of D & H India
Limited 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
Persons must
pre-clear the transaction again.

8.2 Contra Trade:
AllDesignated
Persons
who buy or sell and number of shares of D & H India Limited
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
derivativetransactions in the shares of D & H India Limited at
any time.

In
the case of subscription in the primary market (initial public offers), the above-mentioned
persons shall hold their investments for aminimum period as specified inthe Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009. The holding period would commencewhen the securities are
actually allotted.

The
compliance officer may be empowered to grant relaxation from strict application
of such restriction for reasons to be recorded in writing provided that such
relaxation does not violate these regulations. Should a contra trade be
executed, inadvertently or otherwise, in violation of such a restriction, the
profits from such trade shall be liable to be disgorged for remittance to the
Board for credit to the “Investor Protection and Education Fund” administered
by the “Board” under the Act.

8.3 In case the sale of securities is
necessitated by personal emergency,the holding period may be waived by the
Compliance Officer afterrecording in writing his/ her reasons in this regard.

8.4 D & H India Limited
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 Limited 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 Limited or
upon becoming a promoter or member of the promoter group shall disclose his
holding of securities of D & H India Limited
as on the date of appointment or becoming a promoter, to D
& H India Limited within seven (7) days of such appointment
or becoming a promoter to D & H India Limited/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 Limited 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 atraded 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 Limited 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.

The
above disclosures shall be made in such form and such manner as may be
specified by the Board from time to time

Disclosures
by other connected persons.

9.5
Disclosures shall be made as per the SEBI (Insider Trading) Regulation, 2015.

Any
company whose securities are listed on a stock exchange may, at its discretion
require any other connected person or class of connected persons to make
disclosures of holdings and trading in securities of the company in such form
and at such frequency as may be determined by the company in order to monitor
compliance with these regulations.

9.6 The Compliance
Officer shall place before the Board, on a quarterly basis all
the details of the dealing in the securities by the Designated Persons with
relevant documents that such persons had executed under the pre-dealing procedure
as envisaged in this Code. He shall also provide the said details, on a
quarterly basis, to the Chairman of the Audit Committee of the Board or to the
Chairman of the Board

9.7 Compliance
Officer shall take the Code of Conduct from Intermediaries and Fiduciaries of D
& H India Limited as prescribed in Schedule C of SEBI (PIT)
Regulations, 2015.

9.8 Disclosures

In addition to disclosures mentioned
under Clause 9 of this Code, all Designated Persons of the Company shall be
required to forward following details to the Compliance Officer:

i.
All
holdings in securities of the Company at the time of joining the Company in the
format set out in Annexure-6, as amended from time to time.

       ii.
In
respect of existing Designated Persons, all holdings in securities of the
Company as on the date specified by the Compliance Officer in the format set
out in Annexure-7, as amended from time to time;

      iii.
Annual
statement of all holdings in securities of the Company in the format set out in
Annexure-8, as amended from time to time, as on March 31 of each year, before
April 15 of that year; and

      iv.
Disclose
names and Permanent Account Number or any other identifier authorized by law of
the following persons on an annual basis and as and when the information
changes:

a) immediate relatives;

b) persons with whom such
Designated Person(s) shares a material financial relationship;and

c) Phone and mobile numbers which are
used by them.

It is clarified that the term
“material financial relationship” shall have the meaning assigned to it under
the Regulations.

Further, by April 30, 2019, the
Designated Person(s) or within 30 days of being designated as a Designated
Person, the name(s) of educational institutions from which Designated Person(s)
have graduated and name(s) of their past employers shall be disclosed to the
Compliance Officer.

10. DISSEMINATION OF PRICE SENSITIVE
INFORMATION

10.1 No information shall be passed by Designated
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:

i.
Only
public information to be provided.

ii.
At
least two Company representatives be present at meetings with analysts, media
persons and institutional investors.

iii.
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.

iv.
Simultaneous
release of information after every such meet.

11. Inquiry (Prevention
of leak of Unpublished Price Sensitive Information)

The Company has formulated written
policies and procedures for inquiry in case of leak of unpublished price
sensitive information or suspected leak of unpublished price sensitive
information.

Employees can raise concerns against
any leak /suspected leak of UPSI or unethical use of UPSI in accordance with
the Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time.

Employee who reports alleged
violations of insider trading laws will be protected against any discharge,
termination, demotion, suspension, threats, harassment, directly or indirectly
or discrimination to such employee.

The Company shall initiate
appropriate inquiries on becoming aware of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information.

The Enquiry Committee shall review
and undertake further inquiry in case of leak or suspicion. In case of leak of
any UPSI of the Company, the Investigating Officer will undertake the procedure
as provided under the whistle blower policy of the Company.

Further the report of the Enquiry
shall be placed before the Board of Directors, stating the nature of leak,
inquiries undertaken and results of such inquiries.

12. PENALTY
FOR CONTRAVENTION OF CODE OF CONDUCT

12.1 Every designated employee,,
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).

12.2 The persons who violate this Code
shall, in addition to any other penalaction that may be taken by the Company
pursuant to law, also be subject to disciplinary action which in respect of an
Employee may include wagefreeze, suspension, recovery or termination of
employmentetc. Any amount collected under this clause shall be
remitted to the “Board” for credit to the Investor Protection and Education
Fund administered by the Board under the Act

12.3 Action taken by the Company for
violation of the Regulations and the Codeagainst any person will not preclude
SEBI from taking any action forviolation of the Regulations or any other
applicable laws/rules/regulations.

12.4 Under Section 15G of the SEBI Act,
any Insider who indulges in insidertrading in contravention of Regulation 3 is
liable to a penalty which shall notbe less than Rs. 10 lakhs but which may
extend to Rs.25 crores or threetimes the amount of profits made out of insider
trading, whichever is higher.

12.5 Under Section 24 of the SEBI Act,
anyone who contravenes the Regulationsis punishable with imprisonment for a
maximum period of ten years or withfine which may extend to Rs.25 crores or
with both. Further, in case anyperson 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.

12.6 In case it is observed by the
Compliance Officer that there has been a violation of the Regulations by any
person, he/she shall forthwith informthe Audit Committee of the Company about
the violation. The penal actionwill be initiated on obtaining suitable
directions from the Audit Committee. The Compliance Officer shall
simultaneously inform SEBI about suchviolation. 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 cooperationas may be required by the Company/Compliance Officer or
SEBI in this connection.

13.
INFORMATION TO SEBI IN CASE OF VIOLATION OF SEBI (PROHIBITION OF INSIDER
TRADING) REGULATIONS, 2015

In
case it is observed by the Company/ Compliance
Officer that there has been a violation of SEBI (Prohibition of Insider
Trading) Regulations, 2015the Compliance Officer shall inform the
SEBI promptly on becoming aware of the violations of the Regulations.

By
order of the Board

FOR,
D & H INDIA LIMITED

RAJESH
SEN

COMPANY
SECRETARY&

COMPLIANCE OFFICER

PLACE:
INDORE

DATE: 31.08.2020

FCS:7689

(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 / demats form. I am furnishing details of trade to be made in six months
after approval of the proposed trading plan:-

1.
I
am confirmingthat 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.

5.
Further
I undertake to submit report on trade within 2 days from date of execution of
trade or submit a ‘Nil’ report if no trade was executed

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 Designated
Persons of
the Company who may reasonably be expected to have 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 (as per Regulation) 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.

10.
Further
I undertake to submit report on trade within 2 days from date of execution of
trade or submit a ‘Nil’ report if no trade was executed

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.
Further
I undertake to submit report on trade within 2 days from date of execution of
trade or submit a ‘Nil’ report if no trade was executed

12.     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

RAJESH
SEN

COMPANY
SECRETARY&

COMPLIANCE OFFICER

FCS:7689

Annexure-4)

Approval /
Rejection of Pre- Clearance/Trading Plan

Date:

To,

……………………..

Name:

Designation:

Dear Sir / Madam,

With reference to your Application
cum Undertaking for Pre-clearance dated________, we would like to inform you
that your application to purchase / sale/etc. ________equity shares of the
Company is hereby approved / rejected. Now, you (and/or your immediate
relative) can execute your trade within 7 trading days i.e.______________.
Further, you are required to submit a report of the trade details within two
trading days from trade. Or In case, no trade was executed, you are required to
submit a ‘Nil’ report.

In case, you (and/or your immediate
relative) do not execute a trade before ___________, you shall submit a fresh
pre-clearance application before you (and/or your immediate relative) execute
any transaction in the Securities of the Company.

Thanking you,

FOR,
D & H INDIA LIMITED

RAJESH
SEN

COMPANY
SECRETARY&

COMPLIANCE OFFICER

FCS:7689

Annexure-5)

Reporting of Trade
/ Transaction

To,

The Compliance Officer

D & H India Limited

Dear Sir / Madam,

According to approval of
pre-clearance dated __________, I (and/or my immediate relative) have/has
executed a trade / transaction on___________(date). The detail ofsaid trade /
transaction is as under:

Further I enclose herewith copy of
Contract Note for your ready reference.

I declare that the above information
is correct and that no provision of the Code of Conduct has been violated while
executing aforesaid trade / transaction.

I also declare that I (and/or my
immediate relative) have complied with the requirements of minimum period of 6
months for entering into an opposite transaction in respect of said Securities.

Or

According to approval of
pre-clearance dated __________, I (and/or my immediate relative)have/has not
executed a trade / transaction due to__________________(reason of non-trading).

I will take fresh pre-clearance for
trades as and when I (and/or my immediate relative) propose to trade in
Securities of the Company.

Signature : _______________

Name:

Designation:

Annexure-6)

Initial Disclosure
of Securities

To,

The Compliance Officer

D & H India Limited

Sub: Initial Disclosure of
Securities

Dear Sir / Madam,

Pursuant to D & H India Limited’s
Code of Practices Procedure and Conduct to Regulate, Monitor and Report Trading
by Insiders, I, __________________, _________________ (Designation & Dept.)
of the Company hereby submit the following details of securities held in the
Company as on May 15, 2015 being date of Regulations taking effect.

Signature:

Date: Name:

Place: Designation:

(Annexure-7)

Form for disclosure of existing holdings
of equity shares / other securities of the Company

From

Name:-

Designation:-

DIN /
Employees Code:-

PAN:-

Address:-

To

The Compliance Officer

D & H India Limited

Dear
Sir,

With reference to above, I wish to
inform you that I am working as ___________________ and declare that have read
the “Code of practices and procedures and code of conduct to regulate, monitor
and report trading in securities and fair disclosure of unpublished price
sensitive information pursuant to the requirements of the Securities and
Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015”
(Code) of the Company and declare that I along with my immediate relatives are
holding equity shares / other Securities of the Company as follows :-

I. Statement of holdings in my
name:

II Details of Securities held by my
immediate relatives:

I also
confirm that whatever I have declared above is true and I or my immediate
relatives are not holding any other Securities of the Company.

Signature:
______________________

(Name :______________________)

Annexure-8

Form for Annual
disclosure of holdings of equity shares / other securities of the Company

From

Name:-

Designation:-

DIN /
Employees Code:-

PAN:-

Address:-

To

The Compliance Officer

D & H India Limited

Sir,

With
reference to above, I wish to inform you that I along with my immediate
relatives are holding equity shares/other Securities of the Company as follows:

I. Details of holdings in my name:

II. Details of holdings in name of my immediate
relative:

I / we declare that I / we have
complied with the requirements of Company’s Code of practices and procedures
and code of conduct to regulate, monitor and report trading in securities and
fair disclosure of unpublished price sensitive information pursuant to the
requirements of the Securities and Exchange Board of India (Prohibition of InsiderTrading)
Regulations, 2015 pertaining to the minimum holding period of six months with
respect to the Securities purchased during the year.

Signature:
______________________

(Name :______________________)