Definitions –

The following terms used herein shall have the meaning specified:

Act – shall mean the Securities and Exchange Board of India Act, 1992.

Code or this Code - shall mean this Share Dealing Code for Prevention of Insider Trading in shares of the Company as amended from time to time.

Compliance Officer - shall mean the Company Secretary, for the time being, of the Company.

Company – shall mean Allcargo Global Logistics Limited.

Dealing in shares – shall mean an act of buying, selling or agreeing to buy, sell or deal in the shares of the Company.

	All directors of the Company whether whole-time or not,
	All employees in the grade of M5 and above and Company Secretary,
	An employee who has been identified as having price sensitive information, from time to time.

Designated employee – shall mean and include

Employee – shall mean

	A permanent employee of the Company (whether or not on probation);
	A director of the Company.

The term ‘employee’ shall include his/her spouse, dependent children.


Insider Trading Regulations – means the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1992 as amended from time to time.

Price sensitive information – shall mean any information which relates to the following matters, or is of concern, directly or indirectly to the Company and is not generally known to the public or published by the Company for general information, but which if published or known, is likely to materially affect the price of the shares of the Company in the market and inter alia includes:

	financial results (both quarterly and annual) of the Company;
	intended declaration of dividends (both interim and final);
	issue of shares by way of public, rights, bonus, etc.;
	any major expansion plans or execution of new projects;
	amalgamation, mergers, takeovers and buy-back;
	disposal of the whole or substantially the whole of the undertaking;
	such other information as may affect the earnings of the Company;

Share – shall mean the equity shares of the Company including Depository receipts/Shares, as when issued by the Company.

Shareholding – shall mean holding of shares of the Company.

Restricted trading period would mean the period between –

Seven days prior to the date of the Board meeting in which the price sensitive information is / are to be considered and 24 hours after the notification of these information to the Stock Exchanges; and

Two days prior to the Annual General Meeting and the day of the Annual General Meeting.

Trading Window : would mean any period other than restricted trading period.

Threshold Limit : shall mean 1000 shares or shares representing Rs. 5,00,000/- in transaction value (which ever is lower)

Purpose of the Code:

The Code is prescribed to ensure that the employees deal in the shares of the Company only at a time when any price sensitive information that could be known to him/her is also known to the public at large and to prevent any speculative dealings, knowingly or unknowingly by the employees.


Code –

1. No employee, in any case, is permitted to deal in the shares of the Company during the restricted trading period.

2. Employees can deal in the shares of the Company during the trading window subject to the conditions mentioned herein below.

3. A designated employee who intends to deal in excess of threshold limit shares during one trading window must take prior approval of the Compliance Officer. The approval must be sought by making an application, in the format prescribed in Annex 2 along with an undertaking in the format prescribed in Annex 3.

4. All employees other than designated employees dealing in excess of threshold limit shares during one trading window must inform the Compliance Officer of such dealing. The information should be provided within 15 days from the date of dealing, in the format prescribed in Annex 4.

5. Every designated employee, obtaining prior approval as aforesaid, must execute the said transaction within a week from the date of receipt of approval. If the transaction is not executed within a week, the approval must be obtained again.

6. Every designated employee is required to disclose in the format as per Annex 1, his/her shareholding (as also the shareholding of his/her spouse, dependent children) as on June 23, 2006 or as on the date of his/her joining whichever is later. This information should be furnished to the Compliance Officer within a period of 30 days from the date the code is notified to the employees or within 30 days from the date of joining as the case may be.

7. Every designated employee is required to disclose in the format as per Annex 1, his/her shareholding (as also the shareholding of his/her relative) as on March 31 every year. In addition the designated employees should furnish in the format as per Annex 4, the details of shares dealt during the period April 1 to March 31 every year, for which no permission was required (i.e. where the number of shares dealt were equal to or less than threshold limit during a trading window). The above information should be furnished by the designated employees to the Compliance Officer by April 15th every year.

8. In case there is a change in the holding of shares by a Director who is also the designated Employee of the Company as compared to the last disclosure and such change exceeds 1000 shares or shares representing Rs. 5,00,000 in transaction value (which ever is lower), then the Director and the designated employee shall have to disclose such change to the compliance officer within four working days from the date of the change, in the format prescribed under Annex 4.

9. All employees are prohibited to sell shares within a period of 30 days from the date of purchase or acquisition other.

10. No employee should deal in the shares of the Company at any time in case he/she has any price sensitive information, which is not available to the public.

11. The provisions of this code shall not apply to the purchase of shares pursuant to the exercise of the Stock options prescribed in the Allcargo Employees Stock Option Plan. However if the shares are allotted pursuant to exercise of the options, the Employee shall ensure that the same shall not be sold by the Employee during the restricted period.

12. Employees must adhere to the code to the extent applicable to them, depending upon whether they are included in the definition of designated employee or not and any violation of the code could result in disciplinary action.

13. The provisions of this code can be changed, subject to prior approval of the Board of Directors of the Company.

14. In case of emergencies, employees could be permitted to sell upto threshold limit during the restricted period subject to prior permission from the Compliance Officer.

15. All intimations/applications should be addressed to the Compliance Officer and the envelope containing such application should be marked ‘Confidential–Share Dealing’.

16. Non-compliance of the Code could result in disciplinary action as stated in the Insider Regulations and the Company shall report such non-compliance to SEBI pursuant to the Insider Regulations.

17. The Compliance Officer shall report to the Board of Directors a report on monthly/ quarterly basis containing details of the dealing in the securities by designated employees & employees.

18. If the Compliance Officer wants to deal in the shares exceeding the threshold limit, then the Compliance officer will take prior approval from the Managing Director of the Company.

19. The Compliance officer pursuant to the decision of the Board of Directors shall disclose the violation of the Share Dealing Code and the Insider Trading Regulations in General to SEBI.

20. The Company shall not be liable or held responsible if any employee or designated employee of the Company suffers any losses on account of compliance of this code. Employees dealing in the shares of the Company including exercise of options under the ESOP, would be liable to pay appropriate taxes including Income Tax, Gift Tax and Wealth Tax etc., as applicable from time to time. The Company will not be liable for payment of any tax on behalf of the employee. The Employees are required to comply with the provisions of tax laws and pay applicable tax as aforesaid.


 

To:
The Compliance Officer
Allcargo Global Logistics Limited
Diamond Square, 5th Floor,
CST Road, Kalina,
Santacruz (East),
Mumbai 400 098.

From: Mr./Ms.
Employee No.
Name & Address

Date:

Dear Sir,

Sub – Intimation of Holding of Shares of the Company

In accordance with the Allcargo Share Dealing Code, I hereby wish to inform you that I/my spouse/my dependent children (singly/jointly) hold _______ shares of the Company as on_______ (date), as per details given below:

You are requested to kindly take note of the same.

Thank you.

Yours sincerely,


_____________________________________________________________________________________________
 

To:
The Compliance Officer
Allcargo Global Logistics Limited
Diamond Square, 5th Floor,
CST Road, Kalina,
Santacruz (East),
Mumbai 400 098.

Dear Sir,

Sub – Permission for Dealing in Shares in excess of ________ shares of the Company

In accordance with the Allcargo Share Dealing Code for dealing in shares of Allcargo Global Logistics Limited, prescribed for compliance by the designated employees of Allcargo Global Logistics Limited, I hereby request you to kindly permit me / my spouse / my children (singly / jointly) to sell / purchase __________ shares of the Company. The details as required under the

code is given below :

Please also find an undertaking in accordance with Code 3.
I request you to kindly accord your approval.

Thank you.

Yours sincerely,

Approval granted extending from ___________ to _____________
Signature of Compliance Officer : ____________________
Name of Compliance Officer : ____________________

_____________________________________________________________________________________________
 

To:
The Compliance Officer
Allcargo Global Logistics Limited
Diamond Square, 5th Floor,
CST Road, Kalina,
Santacruz (East),
Mumbai 400 098.

From :

Employee No. ________________
Name & Address : _______________________________________________________

Dear Sir,

Sub – Undertaking

I, ______________________________ (Name), am desirous of dealing in ________ shares of the Company as mentioned in my application dated _________ for prior approval of the transaction. In accordance with the Allcargo Share Dealing Code for dealing in shares of Allcargo Global Logistics Limited prescribed for compliance by the employees of Allcargo Global Logistics Limited,

I hereby confirm that :

Ø I have no access to nor do I have any information that could be construed as price sensitive information upto the time of signing this undertaking ;

Ø In the event that I have access to or received any information that could be construed as price sensitive information after signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from dealing in the shares of the Company till such information becomes public ;

Ø I have not contravened the code of conduct for prevention of insider trading as notified by the Company from time to time;

Ø I have made full and true disclosure in the matter.

I further confirm that, in case the permission is granted, the said shares would be sold / purchased within 7 days of the date of receipt of permission and the details of sale / purchase will be intimated to the Company within 15 days from the date of deal.

Thank you.

Yours sincerely,

_____________________________________________________________________________________________
 

To:
The Compliance Officer
Allcargo Global Logistics Limited
Diamond Square, 5th Floor,
CST Road, Kalina,
Santacruz (East),
Mumbai 400 098.

From:
Employee No.
Name & Address

Dear Sir,

Sub – Intimation of dealing in Shares of the Company

In accordance with the Allcargo Share Dealing Code, I hereby wish to inform you that I/my spouse/my dependent child(ren)/dependent parent(s) (singly/jointly) have purchased/sold ____ shares of the Company as per details given below:

I/we declare that I/we have complied with the requirement of the minimum holding period of 30 days with respect to the shares sold.

Thank you.

Yours sincerely,