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1. Either on his own behalf or on behalf of any other person, deal in securities of a company listed on any stock exchange when in possession of any unpublished price sensitive information;
                                                                                      OR

2. Communicate, counsel or procure, directly or indirectly, any unpublished price sensitive information to any person who while in possession of such unpublished price sensitive information shall not deal in securities provided that nothing contained above shall be applicable to any communication required in the ordinary course of business or under any law.

It is also mandatory in terms of the Regulations for every listed company/entity to formulate a Code of Conduct for Prevention of Insider Trading for its Directors, Officers and Employees as also a Code of Corporate Disclosure Practices.

In line with the Code of Conduct and in order to comply with the mandatory requirement of the Regulations, it was necessary to formulate a specific Code of Conduct for Companies for use by its Directors, Officers and Employees.

This document embodies the Code of conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (Code) to be adopted by listed Companies and followed by their Directors, Officers and other Employees and may be known as Ansal Housing & Construction Ltd. Code of Conduct for prohibition of Insider Trading hereinafter referred to as the Code of Conduct.

The Code is based on the Principle that Directors, Officers, and Employees of a Company owe a fiduciary duty to, among others, the shareholders of the Company to place the interest of the Shareholders above their own and conduct their personal Securities transactions in a manner that does not create any conflict of interest situation. The Code is also intended to serve as a guiding charter for all concerned persons associated with the functioning of Listing Companies and their dealings in Securities of such companies. Further, the Code also seeks to ensure timely and adequate disclosure of Price Sensitive Information to the investor community by the Company to enable them to take informed investment decisions with regard to the Company Securities.

This Code of Conduct has been made pursuant to Regulation 12 of the SEBI (prohibition of Insider Trading) Regulation, 1992 as amended and may be modified by the Board of Directors of the Company from time to time.

Definitions

For the purpose of this Code of Conduct:

1. 'Act' means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

2. 'Board of Directors' means the Board of Directors of Ansal Housing & Construction Ltd.

3. 'Body Corporate' means a body corporate as defined under section 2 of the Companies Act, 1956 (1 of 1956);

4. 'Committee' means the Committee constituted by the Company for the implementation of these Regulations.

5. 'Companies Act' means the Companies Act, 1956 (1 of 1956);

6. 'Company' means Ansal Housing & Construction Ltd.

7. 'Compliance Officer' means - The Officer appointed by the Board of Directors of the Company for the purpose of these regulations from time to time.

8. 'Dealing in Securities' means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any persons either as principal or agent;

9. 'Designated Employee' means:
      i. Every Employee in the top three layers of the Management;
     ii. Every Employee in the corporate finance & accounts department and Secretarial Department; and
    iii. Any other Employee as may be designated by the Compliance Officer in consultation with the Managing
        Director of the Company considering the objectives of the Code.

10. 'Designated Persons' means a Director/Officer/Designated employee of the Company and such other person or persons who may be so designated by the Company from time to time for the purpose of these Regulations.

11. 'Insider' means any person who, is or was connected with the company or is deemed to have been connected with the Company, and who is reasonably expected to have access to unpublished price sensitive information in respect of Securities of a Company or who has received or has had access to such unpublished price sensitive information;

12. 'Officer' of a Company means any persons as defined in Clause (30) of Section 2 of the Companies Act, 1956 including an Auditor of the Company.

13. 'Price Sensitive Information' means any information which relates directly or indirectly to a Company and which if published is likely to materially affect the price of securities of the Company;

Explanation

The following shall be deemed to be 'Price Sensitive Information':

1. Periodical financial results of the company;

2. Intended declaration of dividends (both interim and final);
   Issue of securities or buy-back of securities;

3. Any major expansion plans or execution of new projects;

4. Amalgamation or mergers or takeovers;

5. Disposal of the whole or substantial part of the undertaking;

6. Any significant changes in policies, plans or operations of the Company.

7. Considering the nature of business of the Company, any other information, which in the opinion of the Board of Company is likely to materially affect the price of Securities of the company.

14. Regulations means the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended.

15. Relatives:
    
    The following will be treated as Relatives of Directors /Officers /Designated Employees;
    

    1. Self and Spouse

    2. Dependent Children.

    3. Dependent Parents
       

16. 'Securities' includes;

1. shares, scripts, bonds, debentures, debenture stock or other marketable securities of a like nature,

2. put, call or any other option on the Company Securities even though they are not issued by the Company,

3. futures, derivatives and hybrids, and

4. such other instruments recognized as securities and issued by the Company from time-to-time.

17. 'Stock Exchange' means a stock exchange which is recognized by the Central Government or SEBI under Section 4 of Securities Contracts (Regulation) Act, 1956 (42 of 1956);

18. 'Trading Window' means a trading period for trading in Company's Securities as specified by the Company from time to time.

19. 'Unpublished means' information which is not published by the Company or its Agents and is not specific in nature.

Explanation

Speculative Reports in print or electronic media shall not be considered as published information.

1. All other words and phrases will have the same meaning as defined under these Regulations (as amended) from time to time as also under the SEBI Act.

2. Mr. Mohinder Bajaj, Sr.Vice-President & Company Secretary will be the Compliance Officer for the purpose of this Code of Conduct.

3. This Code of Conduct will be applicable to Directors / Officers / Designated Employees and their dependent relatives as defined herein.

4. No designated Person shall pass on any 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.

5. No Designated Person shall communicate any unpublished price sensitive information to any person except 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.

6. No Designated Person shall communicate or counsel any unpublished price sensitive information to any person who while in possession of such unpublished price sensitive information shall not deal in the securities of the Company.

7. All designated Persons will have to forward details of their securities transactions including the statement of their dependent family members to the Compliance Officer in the following manner:

   1. All holdings of securities in this Company by the person concerned at the time of joining and by others within a period three months.

   2. Quarterly Statement of transactions in securities of the Company exceeding the threshold limit of 5000 shares. If there are no transactions in a particular month, then NIL statement is not required to be submitted.

   3. Annual statement of all holdings in securities of the company to be submitted within 30 days of the close of the Financial Year.

8. All Designated Persons will have to keep the files containing confidential information relating to price sensitive information fully secured. Computer files must be kept with adequate securities of login and password etc.

9. This Code of Conduct will be applicable to any transactions in Securities of the Company exceeding 5000 shares at any point of time i.e. if a particular transaction crosses 5000 number of shares at any point of time in a quarter, the Code of Conduct will be applicable to that transaction at that point of time during that quarter.

10. The Designated Persons shall be subject to Trading restrictions in the following manner:

A) Trading Window

The trading window will be closed before 15 days of the happening of the following events and shall remain closed upto 48 hours after the publication of the price sensitive information:

1. Declaration of Financial Results (Quarterly, Half Yearly and Annual)

2. Declaration of Dividends (interim and final);

3. Issue of Securities by way of public/rights/bonus etc.

4. Any major expansion plan or execution of new project.

5. Amalgamation, mergers, takeovers and buy back.

6. Disposal of the whole or substantially the whole of the undertaking.

7. Any changes in policies, plans or operations of the Company.

B) Restriction on Trading
No Designated Person shall conduct any dealing in the securities of the Company during the closure of the Trading window.

C) Pre-clearance of Trades

1. All designated Persons of the Company intending to deal in the securities of the company exceeding the threshold limit of 5000 shares at any point of time in a quarter will have to make an application to the Compliance Officer in the prescribed form for pre-clearance of the transaction.

2. Only after receiving the clearance, the transaction should be carried out.

3. The execution of the order in respect of the security of the Company will have to be completed within one week of approval of pre-clearance failing which it will have to be cleared again.

4. The investment in securities will have to be held for a minimum period of 30 days from the date of purchase/actual allotment. In case, of personal emergency the 30 days holding period may be waived by the Compliance Officer after recording his reasons in this regard.

11. Designated Persons who trade in securities or communicate any information for trading in securities in contravention of this Code of conduct will be penalized and appropriate action will be taken against them by the Company after giving reasonable opportunity to them to show-cause. They shall also be subject to disciplinary action including wage freeze & suspension etc.

12. In addition to the action which may be taken by the Company, the persons violating these Regulations will also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform SEBI accordingly.

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1. Set forth the policies relating to and oversee the implementation of the Code.

2. Take on record the status reports prepared by the Compliance Officer detailing the dealings in Securities by the Designated Persons on a quarterly basis.

3. Decide penal action in respect of violation of the Regulations/the Code by any Designated Person.

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1. Setting forth policies in consultation with the Board of Directors.

2. Prescribing procedures for various activities referred to in the Code.

3. monitoring adherence to the rules for the preservation of "Price Sensitive Information".

4. Grant of pre-dealing approvals to the Designated Persons for dealings in the Company's Securities and monitoring of such dealings.

5. Implementation of this Code under the general supervision of the Board of Directors.

The Compliance Officer shall maintain a record (either manual or in electronic form) of the Designated Persons and their Dependents (see Annexure - 1) and changes thereto from time to time.

The Compliance Officer shall assist all the employees in addressing any clarifications regarding the Regulations and this Code.

The Compliance Officer shall place status reports before the Board of Directors or the committee thereof, detailing dealings in the Securities by the Designated Persons alongwith the documents that such persons had executed in accordance with the pre-dealing procedure prescribed under the Code on a monthly basis.

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1. Pass on PSI to any person directly or indirectly by way of making a recommendation for the purchase or sale of Securities of the company; or

2. Disclose PSI to their family members, friends, business associates or any other individual, or

3. Discuss PSI in public places, or

4. Disclose PSI to any Employee who does not need to know the information for discharging his or her duties, or

5. Recommend to anyone that they may undertake Dealing in Securities of the company while being in possession, control or knowledge of PSI, or

6. Be seen or perceived to be Dealing in Securities of the Company on the basis of unpublished PSI.

Need to know

The Designated Persons who are privy to unpublished PSI, shall handle the same strictly on a Need to Know basis. This means the unpublished PSI 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 duty and whose possession of unpublished PSI will not in any manner give rise to a conflict of interest or likely-hood of misuse of the information.

All non-public information directly received by any Employee shall be immediately reported to the head of the department.

Limited access to confidential information

The Designated Persons privy to confidential information shall, in preserving the confidentiality of information, and to prevent its wrongful dissemination, adopt among others, the following safeguards:

1. Files containing confidential information shall be kept secure.

2. Computer files must have adequate security of login through a password.

3. Follow the guidelines for maintenance of electronic records and systems as may be prescribed by the Compliance Officer from time to time in consultation with the person in charge of information technology function.

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1. Declaration of financial results (quarterly, half yearly and annual).

2. Declaration

3. 0n of dividends (interim and final).

4. Issue of Securities by way of public/rights/bonus etc.

5. Any major expansion plans or execution of new projects.

6. Amalgamation, mergers, takeovers and buy back.

7. Disposal of whole or substantially whole of the undertaking or any investment made by the Company when such investment exceeds 5 (five) percent of the net worth of the Company; and

8. Any significant changes in policies, plans or operations of the Company.

In respect of declaration of financial results, the Trading Window shall remain closed for 15 days prior to the date of Board Meeting for considering the same i.e. quarterly, half yearly or financial year results, as the case may be.

As regards declaration of interim dividend and other matters referred to in (c) to (g) above, the Managing Director shall, well before initiation of such activity/project, form a core team of Designated Employees who would work on such assignment. The Chairman and Managing Director shall also designate a senior Employee who would be in-charge of the project. Such team members will execute an Undertaking not to deal in the Securities of the Company till the Price Sensitive Information regarding the activity/project is made public or the activity/project is abandoned and the Trading Window would be regarded as closed for them.

The Trading Window shall be opened 48 (Forty Eight) hours after the information referred to above is made public.

All the Designated Persons shall strictly conduct all their dealings in the Securities of the company only when the Trading Window is open and no Designated person shall deal 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.

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1. The Compliance Officer shall consider the application made as above and shall approve it forthwith preferably on the same working day but not later than the next working day unless he is of the opinion that grant of such an approval would result in a breach of the provisions of this Code, or the Regulations. Such approval/rejection would be conveyed through electronic mail and if no such approval / intimation of rejection is received within a period of 3 (three) working days, the applicant can presume that the approval is deemed to be given.

2. Every approval letter shall be issued in such format (see Annexure 4) as may be prescribed by the Company from time to time. Every approval shall be dated and shall be valid for a period of 1 (one) week from the date of approval.

3. In the absence of the Compliance Officer due to leave etc. the Officer designated by him/her from time to time shall discharge the function referred to in (a) above.

Completion of Pre-cleared Dealing

1. All the Designated persons shall ensure that they complete execution of every pre-cleared deal in the Company's Securities as prescribed above and not later than 1 (one) week from the date of the approval. The Designated Person shall file within 4 (four) days of the execution of the deal, the details of such deal, with the Compliance Officer in the prescribed form. In case the transaction is not undertaken, a report to that effect shall be filed (see Annexure 5)

2. If a deal is not executed by the concerned Designated Person pursuant to the approval granted by the Compliance Officer within 1(one) week, the Designated person shall apply once again to the Compliance Officer for pre clearance of the transaction covered under the said approval.

Holding Period

All the Designated persons shall hold their investments in Securities of the Company for a minimum period of 30 days in order to be considered as being held for investment purposes.

In case the sale of Securities of the company is necessitated due to personal reasons or emergency situations, the holding period referred to above may be waived by the compliance Officer after recording the reasons in this regard. It may however, be noted that in terms of the Regulations, no such sale will be permitted when the Trading Window is closed.

Advice regarding Pre-Clearance

In case of doubt, the Designated person shall check with the Compliance Officer or the Officer designated by him/her from time to time whether the provisions relating to pre-clearance are applicable to any proposed transaction in the Company's securities.

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1. All holdings in Securities of the Company as on 20th February, 2002 or as on the date of joining the Company, whichever is later with subsequent changes therein from such date till the date of adoption of this Code i.e. 31st October, 2002 (see Annexure 6):

2. Annual statements of all holdings in Company's Securities as on 31st March every year in such form and manner (see Annexure 7) as may be prescribed by the Compliance Officer from time to time.

The Compliance Officer shall maintain records of all the above declarations in an appropriate form for a minimum period of 3 (three) years from the date of the filing thereof.

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1. Directing him/her not to deal in the Company's Securities in any particular manner.

2. Prohibiting him/her from disposing of any of the Securities acquired in violation of the Regulations.

3. Restraining him/her from communicating or counseling any other person to deal in Company's Securities.

4. Declaring the transactions in Securities as null and void.

5. Directing the person who acquired Securities in violation of the Regulations, to deliver the Securities back to the seller or alternatively pay the Seller the price as provided.

6. Directing him/her to transfer specified amount to investor protection fund of a recognized Stock Exchange.

In case it is observed by the Compliance Officer that there has been a violation of the Regulations by any Designated person/an Employee, he/she shall forthwith inform the Board of Directors of the Company/the Board as the case may be about the violation. The penal action will be initiated on obtaining suitable directions from the Board of Directors / the Board, as the case may be. The Compliance Officer shall simultaneously inform SEBI about such violation. The designated Person/the Employee 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 co-operation as may be required by the Company/Compliance Officer or SEBI in this connection.

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