JINDAL STEEL & POWER LIMITED

O.P.JINDAL MARG, HISAR, HARYANA

CODE OF INTERNAL PROCEDURES AND CONDUCT FOR PREVENTION OF

INSIDER TRADING IN SECURITIES OF JINDAL STEEL & POWER LIMITED

(PURSUANT TO REGULATION 9(1) OF SEBI (PROHIBITION OF INSIDER TRADING)

REGULATIONS, 2015)

CHAPTER-I

1.0 Preliminary:

Jindal Steel & Power Limited (“Company” or “JSPL”) endeavors to preserve the
confidentiality of Unpublished Price Sensitive Information (as defined hereinafter)
and to prevent misuse of such information. In this regard this code of conduct for
prevention of insider trading is framed by the Board of Directors of the Company
(“Board”) pursuant to Regulation 9(1) of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. This code shall be called
“The Code of Internal Procedures and Conduct for Prevention of Insider
Trading in Securities of Jindal Steel & Power Limited”. Every Designated
Person (as defined hereinafter) has a duty to safeguard the confidentiality of all
Unpublished Price Sensitive Information obtained in the course of his or her work
in the Company or which comes to his or her knowledge during his or her
association with the Company. The Designated Persons or any Immediate Relative
of such Designated Persons shall not derive any benefit or assist others to derive
any benefit from the access to and possession of Unpublished Price Sensitive
Information which is not in the public domain and thus constitutes insider
information.

This Code shall come into effect on and from May 15, 2015.

CHAPTER II

2.0 Objectives:

The Company is committed to:

i) preserving the confidentiality and preventing misuse of any unpublished price

sensitive information about the Company or any of its securities;

ii) adherence to transparency and fairness in dealing with all stakeholders of the
Company; and

iii) strict compliance with applicable regulations of the Securities and Exchange
Board of India and the relevant provisions of the Companies Act, 2013.
CHAPTER III

3.0. Definitions: Definitions of some of the key terms used in the Code are given
below:

i) “Board” means Board of Directors of Jindal Steel & Power Limited

ii) “Code” means this Code of Internal Procedures and Conduct for Prevention
of Insider Trading including any modification(s) or amendment(s) made
thereto from time-to-time or any replacement made thereof by the
Company.

iii) “Company” means Jindal Steel & Power Limited, its subsidiaries and its
associates and may be referred to as ‘the Company’ in this or in relation
to Insider Trading Code;

iv) “Compliance Officer” means Company Secretary or such other Senior

Officer designated by the Board, who is financially literate and is capable
of appreciating requirements for legal and regulatory compliance under
SEBI regulations 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 Insider Trading Code
of the Company under the overall supervision of the Board of the
Company.

v) “Connected Person” and “Deemed Connected Person” shall mean:

any person who is or has during the six months been associated with the
Company, directly or indirectly, or in any capacity including by reason of
frequent communication with officers of the Company 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 with the Company (whether
temporary or permanent), that allows such person, directly or indirectly,
access to unpublished price sensitive information of the Company or in
relation to securities of the Company;

Any person(s) falling within the following categories shall be deemed to be

connected persons, unless the contrary is established:

(a) an immediate relative of Connected Persons; or

(b) a holding company or associate company or subsidiary
Company; or
(c) an intermediary as specified in Section 12 of the SEBI Act or
an employee or director thereof; or
(d) an investment company, trustee company, asset
management company or an employee or director thereof; or

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 (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
recognised 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 the Company or
his immediate relative or banker of the Company, has more
than ten per cent, of the holding or interest.

vi. “Designated Persons” shall include:

i) All Directors on the Board of Directors of the Company;

ii) All other Directors other than (i) above;
iii) All Key Managerial Personnel of the Company and its subsidiaries
iv) Other Officers comprising of the top three tiers of the management
v) All executives working in the following departments, who may have
access to Unpublished Price Sensitive Information:

i) Company Secretariat;
ii) Investor Services Cell;
iii) Accounts and Finance;
iv) Internal Audit;
v) Sales Marketing;
vi) Corporate Strategy & Planning;
vii) Project Monitoring;
viii) Corporate Communication & Public Relation;
ix) Technical Associates/ Secretaries to Chairman, MD & CEO,
Directors and CFO;
x) Secretaries (Executives) to all functional Directors.
xi) any other employee of the Company, as may be approved by the
Board of Directors of the Company.
Note 1: Depending on the change in the scope of responsibility of an employee,
the Compliance Officer with the approval of the Chairman of the Company may
exclude any employee from the list of Designated Person.
Note 2: In case any Designated Person separates from the services of the
Company due to superannuation/ resignation/termination etc. he/she shall
continue to be considered as a Designated Person for a further period of 6 (six)
months subsequent to the date of his/her separation from the Company as
envisaged under the Regulations.

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v. “Immediate Relative” means the spouse of the concerned person, and
includes parents, siblings and children of such person or of the spouse,
provided any of them is financially dependent on such person, or
consults such person while taking any decision relating to Trading.

vi. “Insider” means any person who,

i. is a Connected Person, or
ii. is in possession of, or has access to Unpublished Price
Sensitive Information.

vii. “Officers” includes any Director, Company Secretary, CFO or any person
(including an auditor of the Company, wherever applicable) in
accordance with whose directions or instructions the Board or any one
or more of the Directors are accustomed to act.

viii. “Promoter” shall have the meaning assigned to it under the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 or any modification thereof.

ix. “Regulations” means the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015 and any amendment
made thereof.

x. “SEBI” means the Securities and Exchange Board of India.

xi. “Securities” shall have the meaning assigned to it under the Securities
Contracts (Regulation) Act, 1956 or any modification thereof except units
of a mutual fund.

xii. “Trading” means and includes subscribing, buying, selling, dealing, or

agreeing to subscribe, buy, sell, deal in any Securities of the Company,
and the terms “Trade” and “Traded” shall be construed accordingly.

xiii. “Trading Day” means a day on which the recognized stock exchanges are
open for Trading.

xiv. “Trading Plan” is a plan formulated by an Insider and presented to the

Compliance Officer for approval and public disclosure pursuant to which
trades may be carried out on behalf of the Insider in accordance with
such plan as per Clause 5(1) of the SEBI Regulations.

xv. “Trading Window” shall mean the trading period of the Stock Exchanges
which is available for trading in the Company’s securities.

xvi. “Unpublished Price Sensitive Information” means any information,

relating to the Company or its Securities, directly or indirectly, that is
not generally available which upon becoming generally available, is likely

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 to materially affect the price of Securities of the Company and shall,
ordinarily include but not be restricted to, information relating to the
following:

i. Periodical audited or un-audited financial results of the

Company;
ii. Intended declaration of dividends (both interim and final) by the
Company;
iii. Issue of Securities of the Company or buy-back of Securities by
the Company;
iv. Any major expansion plans of or execution of new projects by the
Company;
v. Any amalgamation, mergers, de-mergers, acquisitions/takeovers,
delisting proceedings and such other transactions involving the
Company;
vi. Disposal of the whole or a substantial part of the undertaking by
the Company;
vii. Any significant changes in policies, plans or operations of the
Company;
viii. Any proposed joint venture/ foreign collaboration and major
consultancy work in India or abroad;
ix. Any change in status of the Company;
x. Any change in key managerial personnel of the Company;
xi. Occurrence of any material events in accordance with the listing
agreement;
xii. Any other event as may be notified by the Company from time to
time.

xvii. “Working day” shall mean the working day when the regular Trading is
permitted on the concerned stock exchange where the Securities of the
Company are listed.

All capitalized terms used in this Code but not defined herein shall have the
meanings assigned to them under the Regulations, Act, the Companies Act, 1956
or Companies Act, 2013 as the case may be.

CHAPTER IV

4.0. Policy and Its Applicability

4.1. Applicability

This Code shall be applicable to all the Designated Persons of the Company,
subsidiaries and associates.

4.2 Policy

1. No Designated Person - when in possession of any unpublished price

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 sensitive information about, or in relation to the Company or any of its
securities - shall:

Trade or have dealings in the securities of the Company, either on

his/her behalf or on behalf of any other person;

Communicate, provide or allow access to, or counsel, directly or

indirectly, any unpublished information relating to the Company or
any of its securities, to any other person, except on a need to know
basis in furtherance of legitimate purposes in relation to the
Company.

2. All Directors, Key Managerial Personnel and /or Designated Persons or

their Immediate Relatives shall conduct their trading in the securities of
the Company only during or in a valid trading window strictly in
compliance with this Code, more specifically as per Chapter VIII.

CHAPTER V.

5.0 PRESERVATION OF – UNPUBLISHED PRICE SENSITIVE INFORMATION

5.1 All the Designated Persons shall maintain the confidentiality of all
Unpublished Price Sensitive Information coming into their possession or
control and shall not communicate, provide or allow access to any
Unpublished Price Sensitive Information to any person including any other
Insiders.

To comply with this confidentiality obligation, all the Designated Persons

shall not, inter alia:

(i) pass on Unpublished Price Sensitive Information to any person

directly or indirectly, by way of making a recommendation for the
purchase or sale of Securities of the Company, or
(ii) disclose Unpublished Price Sensitive Information to their family
members, friends, business associates or any other individual, or
(iii) disclose Unpublished Price Sensitive Information in public places, or
(iv) disclose Unpublished Price Sensitive Information to any other
employee who does not need to know the information for discharging
his or her professional duties, or
(v) recommend to anyone that they may undertake Trading while being in
possession, control or knowledge of Unpublished Price Sensitive
Information, or
(vi) be seen or perceived to be Trading on the basis of Unpublished Price
Sensitive Information.

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 Provided that nothing contained above shall be applicable to any
communication of or access to Unpublished Price Sensitive Information
required in furtherance of legitimate purposes, performance of duties or
discharge of legal obligations.

5.2 Limited access to Unpublished Price Sensitive Information:

All the Designated Persons who are privy to the Unpublished Price Sensitive
Information shall, in preserving the confidentiality of the same, and to
prevent its wrongful dissemination, adopt among others, but not limited to,
the following safeguards:

• to keep files containing Unpublished Price Sensitive Information

secured;
• to keep computer files with adequate security of login through a
password; and
• to follow the guidelines for maintenance of electronic records and
systems as may be prescribed by the Compliance Officer from time to
time.

5.3 Need to know:

All the Designated Persons, who are privy to Unpublished Price Sensitive
Information, shall handle the same strictly on a need to know basis. This
means the Unpublished Price Sensitive Information shall be disclosed only to
those persons within the Company who need to know the same in the course
of performance or discharge of their respective professional duties or for the
discharge of legal obligations and that the possession of Unpublished Price
Sensitive Information will not in any manner give rise to a conflict of interest
or likelihood of misuse of the Unpublished Price Sensitive Information.

5.4 Chinese Wall

5.4.1 To prevent the misuse of Unpublished Price Sensitive Information the

Company has adopted a “Chinese Wall” policy whereby those areas of the
Company which routinely have access to Unpublished Price Sensitive
Information, considered “inside areas” are separated from areas which deal
with sale/marketing/investment advise or other departments providing
support services, considered “public areas”.

5.4.2 The Designated Persons in the inside area shall not communicate any
Unpublished Price Sensitive Information to any one in public area.

5.4.3 The Designated Persons in inside area may be physically segregated from
Designated Persons in public area and the Company may choose to
demarcate various departments as inside area.

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5.4.4 Only in exceptional circumstances Designated Persons from the public areas
may be brought “over the wall” and given Unpublished Price Sensitive
Information on the basis of “need to know” criteria, under intimation to the
Compliance Officer.

CHAPTER-VI

6.0 Trading Plans

6.1 Designated Persons shall be entitled to formulate a Trading Plan which has
to be approved by the Compliance Officer and be subject to public disclosure
(“Trading Plan”), pursuant to which Trading may be carried out by him/her
either in their own name or on behalf of their Immediate Relatives. After
approval of such Trading Plan, the Compliance Officer shall notify the same
to the concerned stock exchanges in which the Securities of the Company
are listed.

6.2 The Trading Plan shall provide for a cooling off period of 6 (six) months from
the public disclosure of the Trading Plan, before commencement of Trading
by or on behalf of the Designated Persons or on behalf of their Immediate
Relatives.

6.3 The Trading Plan shall not entail Trading during the period close to the
declaration of financial results. Thus there shall be no Trading for the
period between the twentieth Trading Day prior to the last day of any
financial period for which financial results are to be declared by the
Company and the second Trading Day after the declaration of such
financial results

6.4 The Trading Plan shall envisage Trading for a period of at least 12 (twelve)
months.

6.5 The Trading Plan should not entail overlap of any period for which another
Trading Plan is already in operation.

6.6 The Trading Plan should set out the nature of Trading envisaged therein,
(i.e., acquisition or disposal), the value and number of Securities of the
Company to be Traded, and specific dates or time intervals on which Trading
shall take place.

6.7 The Trading Plan shall not envisage Trading for market abuse or breach the
SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to the
Securities Market) Regulations, 2003.

6.8 Once a Trading Plan is approved, it shall be irrevocable and the Designated
Persons shall be bound to implement the same without any deviation, and
shall not be permitted to execute any Trading beyond the scope of such
Trading Plan.

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 However, if any Unpublished Price Sensitive Information is in possession of a
Designated Person at the time of formulation of the Trading Plan and such
information has not become accessible to the public on a non-discriminatory
basis at the time of the implementation of such Trading Plan, then the
implementation of the Trading Plan will be deferred by the Compliance
Officer till the time such Unpublished Price Sensitive Information becomes
accessible to the public on a non-discriminatory basis.

CHAPTER VII

7.0 TRADING WINDOW:

7.1 The Company shall specify a Trading period for Designated Persons, to be
called – “Trading Window”, for Trading in compliance with the Regulations.

7.2 The Trading Window shall also be applicable to any other person having a
contractual or fiduciary relation with the Company including, but not
restricted to auditors, accountancy firms, law firms, analysts, consultants,
etc., advising or assisting the Company, as may be specified by the
Company.

7.3 All the Designated Persons or their Immediate Relatives and the category of
persons mentioned in Clause 7.2 above, shall not be involved in the Trading
either in their own name or in the name of their Immediate Relatives when
the Trading Window is closed. The Trading Window shall be closed/re-
opened as may be determined by the Compliance Officer in the following
events:
S. Events/ Particulars (tentative)
No.

1 2
(i) Declaration of financial results of first quarter
(ii) Declaration of Half-yearly financial results
(iii) Declaration of financial results of third quarter
(iv) Declaration of annual audited financial results
(v) Intended declaration of dividends (both interim and final)
(vi) Issue of Securities of the Company (public/right/bonus) or buy-back of
Securities
(vii) Any major expansion plans or execution of new projects
(viii) Amalgamation, mergers or takeover
(ix) Disposal of the whole or a substantial part of the undertaking
(x) Any significant changes in policies, plans or operations of the Company
(xi) Any proposed Joint Venture/ Foreign Collaboration and major Consultancy
work in India or abroad
(xii) Any change in status of the Company
(xiii) Any other event as may be notified by the Company from time to time
including the Press Conferences

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7.4 In addition to the circumstances specified in Clause 7.3 above, the Trading
Window shall be closed when the Compliance Officer determines that a
Designated Person, or a class of Designated Persons are reasonably expected
to be in possession of Unpublished Price Sensitive Information, provided
however, the Trading Window shall be closed in relation to only those
Securities of the Company to which such Unpublished Price Sensitive
Information relates to. The time for re-opening of the Trading Window shall
be determined by the Compliance Officer after analyzing various factors
including the fact that the Unpublished Price Sensitive Information has
become accessible to the public on a non-discriminatory basis and being
capable of assimilation by the market and such time for re-opening of the
Trading Window shall not be in any event earlier than 48 (forty eight) hours
after the Unpublished Price Sensitive Information has become accessible to
the public on a non-discriminatory basis.

7.5 The remaining days of a year other than the days mentioned under Clause
7.3 and 7.4 above shall be called “Valid Trading Window”.

All the Designated Persons shall conduct all their Trading either in their own
name or in the name of their Immediate Relatives only during a Valid
Trading Window and shall not deal in any transaction involving the Trading
when the Trading Window is closed.

7.6 In case of employee stock option schemes (“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 the
Trading Window is closed.

CHAPTER VIII

8.0 PRE-CLEARANCE OF TRADING IN SECURITIES

8.1 Applicability:

Every Designated Person who intends to conduct Trading either in his/her

own name or in the name of his/her Immediate Relatives (i) beyond the
minimum threshold limits mentioned in Clause 8.2 below and (ii) has not
submitted a Trading Plan in accordance with Clause 6 of this Code, which
has been approved by the Compliance Officer, shall obtain pre-clearance of
the transactions as per the pre-Trading procedure as described hereunder.

Application for pre-clearance shall be made only during Valid Trading

Window period. Applications submitted during a period when the Trading
Window is closed shall be invalid and will be deemed to have been
automatically rejected.

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8.2 Pre-clearance will not be necessary if the number of shares to be traded is
less than 1000 shares or if the aggregate market value of the Trade to be
carried out is less than Rupees 1,00,000/-. Pre-clearance shall be valid for
the Trades to be done within 1 (one) week from taking pre-clearance.

8.3 Pre-clearance Procedure:

All Designated Persons required to obtain pre-clearance of the transactions

as per the provisions of Clause 8.1 above, shall make a pre-clearance
application to the Compliance Officer. The application shall indicate the
estimated number of Securities of the Company that the Designated Persons
or their Immediate Relatives intend to Trade in, the details as to the
depository with which he/she has a security account, the details as to
Securities of the Company in such depository mode and such other details,
as may be required by the Compliance Officer from time-to-time in this
behalf.

An undertaking shall be executed in favour of the Company by such

Designated Persons incorporating, inter alia, the following clauses, as may
be applicable:

(a) that he/she does not have any access or has not received Unpublished
Price Sensitive Information up to the time of signing the undertaking;

(b) that in case he/she has access to or receives Unpublished 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/her position and that he/she would completely refrain
from Trading till the time such information becomes accessible to the
public on a non-discriminatory basis;

(c) that he/she has not contravened this Code as notified by the Company
from time to time;

(d) that he/she shall hold their investments in Securities of the Company for
a minimum holding period as specified under Clause 8.6;

(e) that he/she undertakes to submit the necessary report within two
working days of execution of the transaction or a “Nil” report, after the
expiry of one week from the date of the pre-clearance approval if the
transaction is not undertaken;

(f) that he/she is aware that, he/she shall be liable to face penal
consequences as set forth in this Code including disciplinary action
under this Code, in case the above declarations are found to be
misleading or incorrect at any time;

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 (g) that he/she hereby undertakes not to conduct Trading in the sanctioned
period in case the Trading Window is declared closed subsequently;

(h) that he/she has made a full and true disclosure in the matter.

A combined proforma for application-cum-undertaking is annexed to this

Code as Form-II.

All the Designated Persons shall execute documents as may be prescribed by

the Compliance Officer from time-to-time. Such application for pre-Trading
approval with enclosures must necessarily be sent through electronic mail
followed by hard copies of all the documents.

8.4 (A) Approval:

(a) Immediately on receipt of a pre-clearance application, the date and time

of the receipt of the same shall be recorded thereon by the Compliance
Officer. The Compliance Officer shall process the said pre-clearance
application and if pre-clearance application is in accordance and in
compliance with provisions of this Code, the Compliance Officer shall
endeavor to communicate the pre-clearance immediately but not later
than 48 (forty eight) working hours from the time of receiving the
application.

(b) Trading by the Compliance Officer shall require prior clearance from the
Chairman.

(c) Every approval letter shall be issued in the format prescribed in Form-III
as annexed to this Code or in such other format as may be prescribed by
the Company from time-to-time. Every approval shall be dated and shall
be valid for a period of 7 (seven) days from the date of approval, however
such approval shall automatically deemed to be withdrawn if such period
is superseded by closure of the Trading Window. If a Trade is not
executed by the Designated Persons pursuant to the approval granted by
the Compliance Officer within 7 (seven) days, then such Designated
Person shall apply once again to the Compliance Officer for fresh pre-
clearance of the transaction.

8.4 (B) (a) The competent person or authority to accord pre-clearance shall
be as follows:
(i) For Chairman and Managing The Compliance Officer is the
Director approving authority
(ii) For Directors on the Board of Managing Director
Directors, CFO and Compliance
Officer:
(iii) For other Designated Persons: Compliance Officer.

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 (ii) The Compliance Officer shall duly report to the Chairman the details
of pre-clearance(s), if any, accorded during a month within 10 (ten)
days of the commencement of the following month and shall submit a
consolidated report, if any, to the Board annually.

8.5 Completion of Pre-cleared Trading:

(a) All the Designated Persons who intend to trade in the Securities of the
Company either in his/her own name or in the name of his/her
Immediate Relatives shall ensure that they complete execution of
every pre-cleared Trading as prescribed above within 7 (seven) days
from the date of the approval. Such Designated Persons shall file
within 2 (two) working days of the execution of the transaction, the
details of such transaction, with the Compliance Officer in the format
prescribed in Form-V, as annexed to this Code. In the event of
executing the transaction or not executing the transaction, a report to
that effect shall be filed with the Compliance Officer also in the format
prescribed in Form-V, as annexed to this Code.

(b) The Compliance Officer shall maintain a register for pre-clearance of

Trading and record therein the name and designation of the person
submitting the application, date of the application, date and time of
receipt of the application, nature of the transaction, number of
Securities to be Traded, consideration value, name of the Immediate
Relative, if the transaction is in the name of the Immediate Relative
and date and details of the actual transaction. A proforma of the
register is annexed to this Code as Form-IV.

8.6 Holding Period:

8.6.1 All Designated Persons who buy or sell any number of Securities of the
Company, shall not enter into a contra trade, i.e. sell or buy any number of
Securities of the Company during the next 6 (six) months following the prior
transaction.

8.6.2 The Compliance Officer may waive the holding period after recording in
writing his/her reasons in this regard, provided such waiver does not violate
the Regulations. In respect of the Compliance Officer, such relaxation shall
require prior approval of the Chairman. However, no such sale or purchase
will be permitted when the Trading Window is closed. Provided however, that
the decision of the Compliance Officer/ Chairman (as the case may be) with
regard to waiver of the holding period shall be at the sole discretion of the
Compliance Officer/ Chairman (as the case may be) and such decision shall
be final.

8.6.3 In the event a Designated Person executes a contra trade as described in

Clause 8.6.1 above, inadvertently or otherwise, in violation of the restriction

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 specified in this Code, the profits from such a Trade shall be liable to be
disgorged for remittance to SEBI for credit to Investor Protection and
Education Fund administered by SEBI under the Act.

8.6.4 The Compliance Officer shall also maintain a register of waiver of restriction
on holding period and shall record thereon the name of the Designated
Persons, details of Securities of the Company for which waiver is granted,
date of such waiver and the grounds for grant of the waiver. A proforma of
the register is annexed to this Code as Form - VI.

8.7 Advice regarding Pre-Clearance:

In case of doubt, the Designated Persons shall consult the Compliance

Officer or such other officer designated by him/her from time to time
whether the provisions relating to pre-clearance are applicable to any
proposed transaction to be made by such Designated Persons in the
Securities of the Company.

CHAPTER IX

9.0 REPORTING REQUIREMENTS FOR TRANSACTIONS IN SECURITIES

9.1 Furnishing of details of Securities:

All the Designated Persons shall be required to forward following details of

the transactions in Securities of the Company either in their own name or in
the name of their Immediate Relatives to the Compliance Officer:

Initial disclosure:

(a) Every Designated Person shall disclose all holdings in Securities of the
Company including that of his/her Immediate Relatives, as on the date
of the Regulations taking effect and in the format prescribed in Form-
VII annexed hereto, within 30 (thirty) days of the Regulations becoming
effective.

(b) If any Designated Person does not hold any Securities of the Company
either in his/her own name or in the name of his/her Immediate
Relatives at the time of joining the Company or becoming a Designated
Person, as the case may be, but subsequently acquires Securities of the
Company, he/she shall make disclosure of such acquisition within 2
(two) working days as per the Proforma disclosure form provided in
Form-VIII annexed hereto.

(c) Any person on becoming a Designated Person shall disclose Securities

of the Company held either in his/her own name or in the name of
his/her Immediate Relatives, as on the date of becoming a Designated

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 Person, within 7 (seven) days of becoming a Designated Person, in the
format prescribed in Form-VII annexed hereto.

Annual Disclosure

(d) Every Designated Person shall disclose all holdings in Securities of the
Company including that of his/her Immediate Relatives, as on March
31 of the relevant financial year and in the format prescribed in Form-
IX annexed hereto, within seventh day of the next month.

Continual disclosure

(e) Every Designated Person shall disclose the number of Securities of the
Company acquired or disposed by him or her or by his/her Immediate
Relatives, within 2 (two) Trading Days of such transaction, if the value
of such Securities Traded, whether in one transaction or a series of
transactions over a calendar quarter aggregates to a Traded value
of more than Rupees ten lakhs. The Compliance Officer shall notify
the concerned stock exchanges in which the Securities of the Company
are listed, about the particulars of the above Trading, within two
Trading Days of the receipt of such disclosure or from becoming aware
of such information.

Disclosures by other Connected Persons

(f) The Compliance Officer may, in addition to the abovementioned

disclosures, require any Connected Person or class of Connected
Persons to make disclosures regarding holdings in Securities of the
Company and Trading in such format and at such frequency as may be
determined by the Compliance Officer in consultation with the Board in
order to monitor compliance with the Regulations.

9.2 The Compliance Officer shall maintain records of all the declarations, initial
disclosures, continual disclosures and disclosures by Connected Persons,
received under sub-clause 9.1 above for a minimum period of 5 (five) years. A
proforma of the register to be maintained is given in Form-X annexed hereto.

9.3 The Compliance Officer shall maintain a register of all the Designated Persons
as per Form-XI.

9.4 The Compliance Officer shall place before the Chairman of the Board or
before such other senior officer or committee as may be specified in this
behalf by the Chairman of the Board on a monthly basis, the details of all the
disclosures reported in terms of Clause 9.1 to 9.3 together with the completed
Forms I to XI (as applicable) and the documents submitted.

15
CHAPTER X

10.0 PENALTY FOR CONTRAVENTION:

10.1 All Designated Persons shall be individually responsible for complying with
the provisions of this Code (including to the extent the provisions hereof are
applicable to his/her Immediate Relatives).

10.2 All Designated Persons, who violate this Code shall, in addition to any other
penal action that may be taken by the Company pursuant to law. Without
prejudice to any other powers of the Board, the Board may also stipulate
sanctions such as wage freezing and suspension for any violation of this
Code.

10.3 Action taken by the Company for violation of the Regulations and this Code
against any Designated Person will not preclude SEBI from taking any action
for violation of the Regulations or any other applicable
laws/rules/regulations.

10.4. Under Section 15G of the Act, any Insider who indulges in insider trading in
contravention of regulation 3 and regulation 4 of the Regulations will be
liable to a penalty of Rupees Twenty five crores or three times of the
amount of profits made out of insider trading, whichever is higher.

10.5 Under Section 24 of the Act, anyone who contravenes the Regulations is
punishable with imprisonment for a maximum period of ten years or with
fine which may extend to Rupees twenty five crores or with both.

10.6 Without prejudice to its rights under Section 24 of the Act and under Clause
10 of the Regulations, SEBI can also pass any or all of the following orders to
an Insider found indulging in insider trading:

• directing him/ her not to be involved in Trading in any particular

manner.
• prohibiting him/ her from disposing of any of the Securities of the
Company acquired in violation of the Regulations.
• restraining him/her from communicating or counseling any other
person Trading.
• declaring the transactions in Securities of the Company as null and
void.
• directing the person who acquired Securities of the Company in
violation of the Regulations, to deliver the Securities of the Company
back to the seller or alternatively pay the seller the price as provided.
• directing him/her to transfer specified amount to investor protection
fund of a recognized stock exchange.

10.7 In case it is observed by the Compliance Officer that there has been a
violation of the Regulations by a Designated Person (including that of

16
 his/her Immediate Relatives), the Compliance Officer shall forthwith inform
the Chairman about the violation and shall also simultaneously inform SEBI
about such violation. The Compliance Officer shall initiate penal action on
obtaining suitable directions from the Chairman.

11. CLARIFICATIONS:

For all queries concerning this Code, all employees of the Company may
please contact the Compliance Officer.

12. GENERAL:

Designated Persons are advised to read this Code and the Regulations
carefully and acquaint themselves with the provisions contained therein.

17
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-I

REGISTER OF PERIODS OF CLOSURE OF TRADING WINDOW

S. Purpose Start Date of Date of Remarks

No. for which date of opening notifying
trading closure Trading closure/opening
window of Window of Trading
closed Trading Window
Window

18
 JINDAL STEEL & POWER LIMITED
NEW DELHI
FORM-II
APPLICATION FOR PRE-CLEARANCE OF TRADING IN SECURITIES OF THE
COMPANY

To
The Compliance Officer
JINDAL STEEL & POWER LIMITED
12 Bhikaiji Cama Place
New Delhi-110 066
Dear Sir,
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended, and the Company’s Code of Internal Procedures and Conduct for
Prevention of Insider in Securities (“Code”), I seek approval for purchase/
sale/subscription of the Securities of the Company (give description) as per the
details given below:
Name, Designation & Emp. No.: …………………………………
Department: …………………………………
Date of becoming the Designated Person:………………………………..
S.No. No. of Securities held Folio No. / DP Nature of new Estimated
(including the ID & Client ID transaction number of
Securities held by for which Securities to
Immediate Relative as approval is be dealt
on the date of sought
application)
1 2 3 4 5

Estimated Whether proposed Name of Date of Previous

consideration transaction under Immediate purchase / approval no.
value self name or by Relative, if allotment and date of
Immediate transaction purchase/
Relative is made by allotment
Immediate
Relative
6 7 8 9 10

19
UNDERTAKING
In this connection I solemnly confirm and declare that:

a) I do not have access and/or have not received any “Unpublished Price
Sensitive Information” up to the time of signing the undertaking;

b) in case I have access to or receive Unpublished Price Sensitive Information

after the signing of the undertaking but before the execution of the
transaction, I shall inform the Compliance Officer of any change in my
position and that I shall refrain from Trading till the time such information
becomes accessible to public on a non-discriminatory basis;

c) I have not contravened the provisions contained in this Code and in the Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information as notified by the company from time to time.

d) I shall hold the Securities of the Company for a minimum holding period as
specified under Clause 8.6 of this Code.

e) I undertake to submit the necessary report within 2 (two) working days of

execution of the transaction/ a “Nil” report, after the expiry of 1 (one) week
from the date of the pre-clearance approval, if the transaction is not
undertaken.

f) I am aware that, I shall be liable to face penal consequences as set forth in

this Code including disciplinary action under this Code, in case the above
declarations are found to be misleading or incorrect at any time.

g) I hereby undertake not to transact in Securities of the Company in the

sanctioned period in case Trading Window is declared closed subsequently
during such sanctioned period.

h) I hereby made a full and true disclosure in the matter.

Pre-clearance may kindly be accorded in terms of provisions of this Code.

Capitalized terms used herein, unless defined herein, shall have the same meaning
assigned to them in this Code.

Date ….. Signature ……………………..

Place…. Name & Designation….

FOR OFFICE USE

Serial number of the application received:………………………………….
Date & time of receipt of the application:…………………………………..
Date & time of communication of the pre-clearance or otherwise:……………….
Reasons for not giving pre-clearance:…………………………………………….
Signature of the Compliance Officer/ Authorised Officer………………….

20
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-III

LETTER OF INTIMATION OF PRE-CLEARANCE

Name…
Employee No….
Designation………….

Dear Sir,

With reference to your above application seeking approval for undertaking certain
transactions in Securities of the Company detailed therein, please be informed that
you are hereby authorised/ not authorised to undertake the transaction(s) as
detailed in your said application. Kindly note that in terms of the Code of Internal
Procedures and Conduct for Prevention of Insider Trading (“Code”) of the Company,
the above mentioned transaction is to be completed within 7 (seven) days from the
date of this letter granting the pre-clearance .

This approval is being issued to you based on the various declarations,

representations and warranties made by you in your said application. This
approval letter is valid till ________ (i.e. for 1 (one) week). If you do not execute the
approved transaction/ Trade on or before this date you would have to seek fresh
pre-clearance approval before executing any transaction in the Securities of the
Company/ Trading. Further, you are required to file the details of the executed
transactions in the attached format within 2 (two) working days from the date of
execution of such transaction/ Trading. In case the transaction is not
undertaken, you shall submit a “Nil” report after the expiry of 1 (one) week
from the date of this approval;

Kindly also note that the Securities of the Company transacted pursuant to this
approval shall be held for a minimum holding period as specified under Clause 8.6
of this Code. This approval will automatically stand withdrawn if subsequently the
Trading Window is declared closed involving the period for which such approval
has been granted by this letter.

For & on behalf of

JINDAL STEEL & POWER LIMITED

Compliance Officer/ Authorised Officer

Note: Capitalized terms used in this Form-III, unless defined herein, shall have the
same meaning assigned to them in this Code.

21
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-IV

REGISTER FOR PRE-CLEARANCE OF TRADING

S. Name and Date of Date and Nature of No. of Name of Date and
No. designation application time of transaction Securities Immediate details of
receipt of and Relative, if actual
application consideration any, transacti
value transaction on by
in name of Immediat
such e
Immediate Relative,
Relative if any
1 2 3 4 5 6 7 8

22
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-V

FORMAT FOR DISCLOSURE OF PRE-APPROVED TRANSACTIONS

(To be submitted within 2 (two) working days of transaction in the Securities of the
Company/ Trading)

Date: ________

To
The Compliance Officer
JINDAL STEEL & POWER LIMITED
12, Bhikaiji Cama Place
New Delhi-110 066

Dear Sir,

DETAILS OF PRE-APPROVED TRANSACTION

Ref: Your Approval letter No.____________ dated ________

I hereby inform you that I

• have not bought/sold/subscribed any Securities of the Company
• have bought/sold/subscribed to the _______ Securities of the Company
(give description) as mentioned below on ____________ (insert date)

Name First of No. of Bought/sold/subscribe DP ID/ Price

of joint Securities Client ID
holder holder dealt with (electronic
form) or
Folio No.
for
physical
where the
Securities
will be
debited or
credited

**-- F “first holder” --J “joint holder”

In connection with the aforesaid transaction(s), I hereby undertake to preserve, for

a period of 5 (Five) years and produce to the Compliance Officer/SEBI any of the
following documents:

23
1. Broker’s contract note
2. Proof of payment to/ from brokers
3. Extract of bank passbook/statement (to be submitted in case of demat
transactions).
4. Copy of delivery instruction slip (applicable in case of sale transaction)

I declare that the above information is correct and that no provisions of the
Company’s Code of Internal Procedures and Conduct for Prevention of Insider
Trading in Securities (“Code”) and/or applicable laws/ regulations have been
contravened for effecting the above said transaction(s).

I agree to hold the above Securities of the Company for minimum holding period as
specified under Clause 8.6 of this Code. In case there is any urgent need to sell
these Securities of the Company within the said minimum period of holding, I shall
approach the Company (Compliance Officer) for necessary approval (applicable in
case of purchase / subscription).

Yours truly,

Signature:________________________

Name: _________________________

Emp No.:_______________________

Dept/Div.

• Strike out whichever is not applicable.

Note: Capitalized terms used in this Form-V, unless defined herein, shall have the
same meaning assigned to them in this Code.

24
 JINDAL STEEL & POWER LIMITED
NEW DELHI
FORM-VI

REGISTER FOR WAIVER OF RESTRICTION ON “HOLDING PERIOD”

Sl. Name Designa Depart Name of No. of Conside Reason Date of Remarks
No tion ment the Securi ration of waiver
. Immediate ties value waiver
Relative,
if the
securities
held in
the name
of the
Immediate
Relative
1 2 3 4 5 6 7 8 9 10

Note: Capitalized terms used in this Form-VI, unless defined herein, shall have the
same meaning assigned to them in this Code.

25
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-VII

PROFORMA FOR INITIAL DISCLOSURE OF DETAILS OF SECURITIES OF THE

COMPANY HELD BY THE DESIGNATED PERSONS

TO

THE COMPLIANCE OFFICER

JINDAL STEEL & POWER LIMITED
12, Bhikaiji Cama Place
NEW DELHI-110 066

Dear Sir,

I ……………………………., a Designated Person furnish below the details of the

Securities of the Company as an ………. in my self name and/or in the name(s) of
my Immediate Relatives in terms of regulation 7(1) of SEBI (Prohibition of Insider
Trading) Regulation, 2015, as amended, and Clause 9.1 of the Code of Internal
Procedures and Conduct for Prevention of Insider Trading in Securities.
Name, Designation & Emp. No.:…………………………….
Department:………………………………………………….
Date of becoming Designated Person of the Company:………………………
I. Details of Securities of the Company held by Designated Person in self-name:

Name No. of Date of Consideration Folio No./

Securities acquisition DPID/CLIENT
held ID

II. Details of Securities held by Immediate Relatives.

Name of Relationship No. of Date of Consideration Folio No./
Immediate Securities acquisition DPID/CLIENT
Relative ID

Date: Signature
Place:
Note: Capitalized terms used in this Form-VII, unless defined herein, shall have the
same meaning assigned to them in this Code.

26
 JINDAL STEEL & POWER LIMITED
NEW DELHI
FORM-VIII
PROFORMA FOR DISCLOSURE OF CHANGE IN HOLDING OF SECURITIES OF
THE COMPANY TO BE SUBMITTED BY THE DESIGNATED PERSONS.
TO

THE COMPLIANCE OFFICER

JINDAL STEEL & POWER LIMITED
12, Bhikaiji Cama Place
NEW DELHI-110 066
Dear Sir,
I ……………………………., a Designated Person furnish below the details of the
transactions of my own / Immediate Relatives in the Securities of the Company
during the period from ……. to ……………….. in terms of Clause 9.1 of the Code of
Internal Procedures and Conduct for Prevention of Insider Trading in Securities.
Name, Designation & Emp. No.:
Department:
Date of becoming the Designated Person of the Company:
I. Details of any change in holding of Securities of the Company (on own
account)

No. of Date of Details of Details of No. of Folio No./

Securities transact Securities Securities sold Securities DP ID &
held as on ion purchased held as on CLIENT ID
….. (date No. Conside No. Conside ……(date of
of ration ration present
previous disclosure)
disclosure)

II. Details of any change in holding of Securities of the Company of

Immediate Relatives
Name of Relation No. of Date Details of Detail No. of Folio no.
Immediat ship Securities of Securities s of Securities DP ID &
e Relative held as on transa purchased Securi held as on Client ID
……(date of ction ties ……(date of
previous sold present
disclosure) disclosure)
No Value No Value

27
 1. I declare that I have complied with the requirement of minimum holding
period as specified under Clause 8.6 of this Code.

Signature:

Date:
Place:

Note: Capitalized terms used in this Form-VIII, unless defined herein, shall have
the same meaning assigned to them in this Code.

28
 JINDAL STEEL & POWER LIMITED
NEW DELHI
FORM IX

PROFORMA FOR ANNUAL DISCLOSURE OF HOLDING OF SECURITIES OF

THE COMPANY TO BE SUBMITTED BY THE DESIGNATED PERSONS

To

THE COMPLIANCE OFFICER

JINDAL STEEL & POWER LIMITED
12, Bhikaiji Cama Place
NEW DELHI-110 066

Dear Sir,

I ……………………………., a Designated Person, furnish below the details of

transaction(s) in the Securities of the Company, during the financial year ……… as
well as shareholding as on 31st March………..

Name, Designation & Emp. No.:

Department:

Date of becoming the Designated Person:

I. Details of transactions/ shareholding in own name

No. of Details of Securities Details of No. of Folio No./

Securities purchased during Securities sold Securities DP ID &
held as the year during the year held as Client ID
on [●] No Consideration No Consideration on [●]

II. Details of transaction/shareholdings of Immediate Relatives

Name of Relationship No. of Details of Details of No. of Folio

dependent Securities Securities Securities Securities No./
held as purchased sold held as DP ID
on [●] on [●] &
Client
ID
Value No Value
No

29
 1. I declare that I have complied with the requirement of minimum holding
period as specified under Clause 9.6 of the Code.

Signature:

Date:
Place:

30
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-X

REGISTER OF DISCLOSURE OF SECURITIES OF THE COMPANY BY ALL THE

DESIGNATED PERSONS

Name, Designation & Emp. No.:

Department:
Date of becoming the Designated Person:

Initial Disclosure
Date of receipt Number of Date of Consideration Name of the
of information Securities acquisition value Immediate
Relative if
Securities held
in the name of
Immediate
Relative
1 2 3 4 5 6

Change in holding Name of the

Immediate
Relative if
Securities held in
the name of
Immediate
Relative
7 8 9 10 11 12

Year of Disclosure
Date of receipt Number of Aggregate Name of the Remarks
of information Securities value Immediate
Relative if
Securities held
in the name of
Immediate
Relative
13 14 15 16 17

Note: Capitalized terms used in this Form-X, unless defined herein, shall have the
same meaning assigned to them in this Code.

31
 JINDAL STEEL & POWER LIMITED
NEW DELHI

FORM-XI

REGISTER OF ALL THE DESIGNATED PERSONS

S. Name Designation Department Emp. No. Date of

No. joining of
the
Company

Date of becoming Date of cessation DP BEN ID or Remarks

/Designated as /Designated Folio No.
Person Person

Note: Capitalized terms used in this Form-XI, unless defined herein, shall have the
same meaning assigned to them in this Code.

32
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION (PURSUANT TO REGULATION
8(1) OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015)

Jindal Steel & Power Limited (‘JSPL’) shall adhere to the practices and procedures
detailed in this Fair Disclosure Policy document, effective May 15, 2015, in order to
ensure fair disclosure of events and occurrence that could potentially impact price of
listed securities of the Company in the market.

The Company shall follow the Principles of Fair Disclosures detailed hereunder:

1. Shall promptly disclose any information that could have material impact on price of
Equity shares or securities of the Company (herein after called Unpublished Price
Sensitive Information ‘UPSI’);

2. To ensure equality of access to information, the Company shall ensure

a) uniform & universal disclosure of UPSI through the Stock exchange(s)

b) public dissemination of the said information on a non-discriminatory basis;

3. The Company will make prompt dissemination of UPSI that gets disclosed
selectively, inadvertently or otherwise, in any forum in India or abroad, to make
such information generally available;

4. Shall ensure that any information shared, with analysts and/or research personnel
or at any investor relation conferences, is not an UPSI.

5. Will make transcripts or records of proceedings, if any, of meetings with analysts or

at other investor relations conferences on the website of the Company to ensure
official confirmation and documentation of disclosures made.

6. The Company shall provide appropriate and fair response to queries on news
reports and requests for verification of market rumours by regulatory authorities.

7. Any information that may be potentially construed or classified as UPSI would be

dealt with by the Directors and Employees of the Company only on ‘Need to Know’
basis.

8. The Investor Relation Officer of the Company shall serve as the ‘Chief Investor
Relations Officer’ for the purposes of this Policy to deal with dissemination of
information and disclosure of UPSI.

This Fair Disclosure Policy document adopted in line with the principles set out in
Schedule A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 has been approved by the Board of Directors of the Company and
shall be applicable and binding on all Directors/Employees of the Company.

33