N.K. Industries Ltd

18th May, 2019

To,	To,
National Stock Exchange of India	BSE Limited
Limited	Phiroze Jeejeebhoy Towers,
Exchange Plaza, Plot C-1, 'G' Block,	Dalal Street, Fort,
ISB Centre, Bandra-Kurla Complex,	Mumbai - 400 001.
Bandra (East), Mumbai-400 051.	Company Code No. 519494
Company Code No. NKIND

Dear Sir/Madam,

Sub: Submission of Code under Regulation 8 and Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2018.

We are submitting herewith amended Amended Code of Practice and Procedures for Fair Disclosure under Regulation 8 and Amended Code of Conduct for N K Industries Limited to Regulate, Monitor and Report Trading by Designated Persons under Regulation 9 as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 as approved by the Board of Directors of the Company in their meeting held today i.e. 18th May, 2019.

Kindly take note of the same.

Thanking you,

(Company Secretary & Compliance Officer) Encl: As Above

Regd. Office : 7th Floor, Popular House, Ashram Road, Ahmedabad - 380 009. India.

Phone : 91-79-66309999 Fax : 91-79-26589214 E-mail : [email protected] Plant: 745, Kadi-Thor Road, Kadi - 382 715. Dist. Mehsana (N: G.) Tele: (02764) 242613, 263884 (M): 9879544820, 8980002783/84 Email : [email protected]

CIN No.: L91110GJ1987PLC009905

Minimum Standards for Code of Conduct for N K Industries Limited to Regulate, Monitor and Report Trading by Designated Persons

1. The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations. Every director, officer, designated employee of the Company has a duty to safeguard the confidentiality of all such information obtained in the course of his or her work at the Company. No director, officer, designated employee may use his or her position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Securities and Exchange Board of India (SEBI), in its endeavor to protect the interests of investors in general, had formulated the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 under the powers conferred on it under the SEBl Act, 1992. These regulations are made applicable to all companies whose shares are listed on Indian stock exchanges after 151 April, 2019.

The Board of Directors of the Company has as a part of this Code formulated, approved and adopted a policy for determination of "Legitimate Purpose" for sharing of information in the ordinary course of business with the related persons (such as customers, suppliers, legal advisors, auditors, consultants, other advisors, insolvency professionals) by an insider. Sharing of such information shall abide by this Code except as allowed under the said policy and to the extent that is in compliance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018.

In consonance with the minimum standards for code of conduct to regulate, monitor and report trading by designated persons and relatives of designated persons as specified under regulation 9( I) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018, N K Industries Limited has adopted this "Minimum Standards" as per the requirements of Schedule B of the said regulations with respect to the Company and its securities.

1. These standards shall come into force with effect from pt April, 2019.

3. DEFINITIONS:-

For the purpose of these standards the following terms shall have the meanings assigned to them hereunder:

• 1. "Act" means the Securities and Exchange Board of India Act, 1992 ( 15 of 1992);
• 1. "Standards" or "these Standards" shall mean these Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Insiders
• 1. "Connected person" means:
• (i) Any person who is or has during the 6 (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 official of a stock exchange or of clearing house or corporation; or

(d) a concern, finn, 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;

• 1v. "Company" or "The Company" or "NKIL" means N K Industries Limited;
• v. "Insider Trading Regulations" means the Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time;
• v1. "Compliance Officer" shall mean the Compliance Officer or the Company Secretary of the Company who is responsible for the administration of the Insider Trading Policy and shall report to the Chairman of the Audit Committee of the Company.
• v11. "Unpublished Price Sensitive Information ("UPSI")" 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 Securities of the Company and shall, ordinarily include but not be restricted to, information relating to the following:
• a) financial results;
• b) dividends;
• c) change in capital structure;
• d) mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;
• e) changes in key managerial personnel; and
• f) material events in accordance with the listing agreement

viii. "Designated Persons"

(i) Members of the Board of Directors of the Company

(ii) Members of various committees of the Board of the Company

(iii) CEO, Company Secretary, CFO

(v) Statutory Auditors, Internal Auditors and Cost Auditors of the Company

(vi) Senior Executives of Accounts, Legal and Secretarial Department

(vii) CFOs & CEOs and CSs of the Material Subsidiary Companies

(viii) Secretaries/Executive Assistants reporting to the Chairman or the Managing; Director/Whole Time Director/CFO/CS;

(ix) All Departmental Heads of the Company (For e.g. Finance Head, Purchase Head, Sales Head etc);

(x) Employees of other Departments/Divisions on a case-to-case basis, who could be reasonably expected to have access to unpublished price sensitive information(s) relating to the Company, to be decided by the Chairman/Managing Director/Whole-Time Director/ Compliance Officer/Chief Financial Officer, on a case-to-case basis; and

(xi) All promoters of the Company identified as per SEBI (ICDR) Regulations, 2009 or any modification thereof.

(xii) Employees upto two levels below of Chief Executive Officer of the Company and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information;

(xv) Any support staff of the Company, such as IT staff or secretarial staff Legal Staff, Finance Staff, Strategy Staff who have access to unpublished price sensitive information.

(xvi) Such other persons as may be identified by the Compliance Officer.

,x. "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.

(Note: if spouse is financially independent and doesn't consult an insider while taking trading decisions, the spouse won't be exempted from the definition of immediate relative. A spouse is presumed to be an "immediate relative", unless rebutted so.)

Words and expressions used and not defined in these Rules but defined in the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and rules and regulations made there under shall have the meanings respectively assigned to them in those legislations.

4. DETERMINATION Of DESIGNATED PERSONS:

The Board of Directors shall in consultation with the compliance officer of the Company, shall determine the list of designated persons on the basis of their role and function in the organization and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation, who shall be covered by this code.

5. APPLICABILITY OF THIS CODE:

This Code is applicable to the designated persons as may be specified by the Board of Directors and their immediate relatives.

6. ROLE OF COMPLIANCE OFFICER:

The Compliance Officer shall report to the Board of Directors of the Company and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the Board of Directors at such frequency as may be stipulated by the Board of Directors.

The Compliance Officer shall assist all employees in addressing any clarifications regarding the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct.

7. PRESERVATION OF PRICE SENSITIVE INFORMATION:

All information shall be handled within the Company on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of the insider's legitimate purposes, performance of duties or discharge of his legal obligations.

Designated Persons and Insiders, shall maintain confidentiality of all Price Sensitive Information ("PSI") coming into their possession or control. Further such persons sha ll not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities.

In preserving the confidentiality of information and to prevent its wrongful and dissemination the following safeguards shall be adopted:-

• Files containing confidential information shall be kept secure;
• Computer files must have adequate security of login through a password;
• Follow the guidelines for maintenance of electronic records and systems as may be prescribed by the Compliance Officer from time to time in consultation with the person in charge of the information technology function.

8. COMMUNICATION OR PROCUREMENT OF UPSI

(I) No insider shall communicate, provide, or allow access to any UPS! relating to the Company to any person including other insiders, except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

(2) No person shall procure from or cause the communication by any insider of UPSl, relating to the Company, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

9. TRADING IN THE COMP ANY'S SECURITIES:

{i) Restriction on trading in the Company's Securities

No Insider shall trade in the Company's Securities at any time when he/she is in possession of any unpublished price sensitive information. Such insider shall also maintain the confidentiality of all price sensitive information and shall not pass on such information to any person directly or indirectly by way of making recommendation for the purchase or sale of the Company's Securities.

Note: 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.

(ii) Joint holding

The provisions of this Code shall also be applicable for trading either as a first named shareholder or as a joint holder

10. DEFENSE TO INSIDER WHEN TRADING IN THE COMP ANY'S SECURITIES WHEN HA YING UPSI

Trading in the Company's Securities when in possession of an) unpubli~hcd pnLc sensitive information, the insider may prove his innocence by demonstrating the circumstances including the following:

a) the transaction is an off-market inter-se transfer between promoters who were in possession of the same unpublished price sensitive information without being in breach of regulation 3 and both parties had made a conscious and infonned trade decision;

b) in the case of non-individual insiders: -

• the individuals who were in possession of such unpublished pnce sensitive information were different from the individuals taking trading decisions and such decision-making individuals were not in possession of such unpublished price sensitive information when they took the decision to trade: and
• appropriate and adequate arrangements were in place to ensure that these regulations are not violated and no unpublished price sensitive information was communicated by the individuals possessing the information to the individuals taking trading decisions and there is no evidence of such arrangements having been breached;

c) the trades were pursuant to a trading plan submitted by the insider to the Compliance Officer.

11. CHINESE WALL:

To prevent the misuse of UPSI, the Company shall adopt a 'Chinese Wall' policy which separates those areas of the organisation which routinely have access to UPSI, considered " inside areas" from those areas which deal with sale/marketing or other departments providing support services, considered "public areas".

"Inside Areas" shall mean Finance, Accounts, Secretarial including Director, Chief Financial, Company Secretary and Presidents.

"Public Areas" shall mean area other than inside areas.

NKIL Insider Code

The Employees in the inside areas are not allowed to communicate any UPSI to anyone in the public areas.

The Employees in inside area may be physically separated from the Employees in public area.

The demarcation of various departments as inside area shall be determined by the Compliance Officers in consultation with the Board.

Only in exceptional circumstances, Employees from the public areas are brought "over the wall" and given UPSI on the basis of "need to know" criteria, under intimation to the Compliance Officer.

12. "PREVENTION OF MISUSE OF "PRICE SENSITIVE INFORMATION":

Employees and connected persons designated on the basis of their functional role ("designated persons") in the Company shall be governed by an internal code of conduct governing dealing in securities. The Board of Directors shall in consultation with the Compliance Officer specify the designation persons to be covered by such code on the basis of their role and function in the organization. Due regard shall be had to the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation.

13. TRADING WINDOW:

Designated persons may execute trades subject to compliance with these regulations.

The period prior to declaration of price sensitive information is particularly sensitive for transactions in the Company's securities. This sensitivity is due to the fact that the Directors, Officers and Designated Employees will, during that period, often possess unpublished price sensitive information. During such sensitive times, the Directors, Officers and Designated Employees will have to forego the opportunity of trading in the Company's securities. The Directors, Immediate Relatives, Officers and Designated Employees of the Company 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) Window Closure

• a) Declaration of Financial results (quarterly, half-yearly and annual)
• b) Declaration of dividends (interim and final)
• c) Change in capital structure
• d) Mergers, demergers, acquisitions, delisting's, disposals and expansion of business and such other transactions
• e) Material events in accordance with the listing agreement

The trading window may be closed by the Compliance Officer in consultation with Managing Director of the Company during such time in addition to above period , as he/she may deem fit from time to time and also on notification by designation person or insider about the possession of Unpublished Price Sensitive Information.

Starting of Closure: The Period of closure shall be effective from the date of intimation to the Stock Exchange pertaining to subject referred above or date on which the agenda for the Board Meeting containing above item of business is circulated, whichever is earlier

Re-opening of closure: 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 reopening of the trading window, however in any event it shall not be earlier than 48 hours after the information becoming generally available.

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.

14. PRE-CLEARANCE OF TRADES:

Applicability:

Every Designated Person shall obtain a pre-trading approval as per the procedure prescribed hereunder for any Trading in the Securities of the Company proposed to be undertaken by such Designated Person / his / her Immediate Relatives. Such pre-trading approval would be necessary, only if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. 10 lakhs.

Pre-trading Procedure:

For the purpose of obtaining a pre-trading approval, the concerned Designated Person shall carry out the following procedure:

• Make an application in the prescribed form (see Annexure I) to the Compliance Officer. (The Compliance Officer should submit his/her application for pre-dealing approval to the Managing Director)
• Such application should be complete and correct in all respects and should be accompanied by such undertakings (see Annexure 2) declarations, indemnity bonds and other documents/papers as may be prescribed by the Compliance Officer from time to time for not in a possession of Unpublished Price Sensitive Information.
• Such application for pre-dealing approval with enclosures shall preferably be sent through electronic mail followed by hard copies of all the documents. The email for this purpose should be sent to the address specifically mentioned dedicated for this purpose.

15. APPROVAL:

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/she 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 may preferably be conveyed through electronic mail and if no such approval / intimation of rejection is received within a period of 2 (two) working days, the applicant can presume that the approval is deemed to be given.

Every approval letter shall be issued in such format (see Annexure 3) 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) clear trade days from the date of approval.

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

16. OTHER RESTRICTIONS:

Completion of Pre-cleared Dealing:

• a. All such persons shall ensure that they complete execution of every pre-cleared deal in the Company's Securities as prescribed above no later than 7 (seven) trading days from the date of the approval. Such Persons shall file within 2 (two) trading 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 4).
• b. If a deal is not executed by the concerned Designated Person pursuant to the approval granted by the Compliance Officer within 7 (seven) trading days, the Designated Person shall apply once again to the Compliance Officer for pre clearance of the transaction covered under the said approval.

Holding Period:-

a. The said persons who buy or sell any number of shares of the Company shall not enter into opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction.

• b. In case the sale of securities of the Company is necessitated due to inevitable reasons or emergency situations, the holding period referred to above may be waived by the Compliance Officer after recording the reasons in writing provided that such relaxation does not violate these regulations.
• c. In case 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.

17. REPORTING REQUIREMENTS FOR TRANSACTIONS IN SECURITIES:-

A. DISCLOSURE BY OTHER CONNECTED PERSONS:

The Compliance Officer at his discretion may require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the Company as and when he deems fit in order to monitor compliance with these Regulations in the fonnat set out in Annexure 8 (as prescribed or amended by SEBI, from time to time).

B. DISCLOSURE BY DESIGNATED PERSONS:

INITIAL DISCLOSURE:

The Designated person hall disclose the following information (in a format as may be prescribed by the Compliance Officer), one time basis, to the Company within 15 days from the date on which this code shall become effective;

(i) his/her Phone, mobile and cell numbers

(ii) his/her Permanent Account Number or any other identifier authorized by law

CONTINUAL DISCLOSURE:

The Designated person shall disclose the following information (in a format as may be prescribed by the Compliance Officer), on annual basis, to the Company within 30 days from the end of the Financial Year and on continual disclosure basis, as and when the information changes within 15 days of such change;

• (i) Name of Immediate Relatives
• (ii) persons with whom such designated person(s) shares a Material Financial Relationship
• (iii) Permanent Account Number or any other identifier authorized by law of (i) & (ii)
• (iv) Phone, mobile and cell numbers of (i) & (ii)

Explanations: -"Material Financial Relationship" shall mean a relationship as 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."

18. PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT:

• Every Specified Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).

• Any Specified Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalised and appropriate action may be taken by the Company.
• Specified Persons who violate the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.
• The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.

19. DISSEMINATION OF PRICE SENSITIVE INFORMATION

(i) No information shall be passed by Designated Persons by way of making a recommendation for the purchase or sale of securities of the Company.

(ii) Disclosure/dissemination of Price Sensitive Information with special reference to analysts, media persons and institutional investors.

The following guidelines shall be followed while dealing with analysts and institutional investors:-

• Only public information to be provided.

• At least 2 (two) Company representatives be present at meetings with analysts, media persons and institutional investors.

• 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.

• Simultaneous release of information after every such meet.

20. REPORTING TO IBE BOARD AND MAINTENANCE OF DISCLOSURES

(i) The Compliance Officer shall place before the Chairman of the Company on a quarterly basis, details of trading in the Company's Securities by the Designated Persons and the accompanying documents that such persons had executed under the pre-clearance procedure as envisaged under this Code.

(ii) The Compliance Officer shall maintain records of all the declarations in appropriate forms given by the Designated Persons for a minimum period of 5 (Five) years.

(ii) The Secretarial Section shall acknowledge receipt of the declaration form received.

21. INFORMATION TO SEBI IN CASE OF VIOLATION OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992:

In case it is observed by the Company/Compliance Officer that there has been a violation of SEBI (Prohibition of Insider Trading) Regulations, 1992. SEBI shall be informed by the company.

*********

NKIL Insider Code Page 17 of 28

ANNEXURE 1

(To be submitted in duplicate) Application for Pre-clearance of Trade under SEBI (Prohibition of Insider Trading) Regulations, 1992

The Compliance Officer N K Industries Limited, Ahmedabad

Dear Sir/Madam,

Application for Pre-dealing approval in securities of the Company

Pursuant to the SEBI (prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct for Prevention of Insider Trading, I seek approval to purchase / sale ^I subscription of ____ equity shares of the Company as per details given below:

1.	Name of the applicant
2.	Designation
4.	of securities and value Number the 10 Company held as on date (with folio/DP ID/Client ID No.)
5.	Nature of securities held	*Equity Shares/ Debentures/ Other Securities
6.	Mode in which the securities are held
7.	The Proposal is for	(a) Acquisition in the open Market (b) Subscription to the securities (c) Sale of securities
8.	Proposed date of dealing in securities
IO.	Estimated number of securities

	Proposed to be acquired/ subscribed/sold
11.	Price at which the transaction is proposed
12.	Current market price (as on the date of application)
	Folio No. / DP ID I Client ID No. where the securities will be credited / debited
13.	Whether the proposed transaction will be through stock exchange or off market deal
14.	Proposed mode of dealing in securities	Physical / Dematerialised
15.	If securities are held/proposed to be dealt in dematerialised form
	Name of the Depository
	DP ID Number
	Client ID number

I enclose herewith the form of Undertaking signed by me.

Yours faithfully,

(Signature of Employee)

Place: ---- ---

Date: -------

*strike whichever is not applicable

Annexure-2

Format of undertaking to be accompanied with the Application for Pre-Clearance

UNDERTAKING

To,

N K Industries Limited,

Ahmedabad

I, ___________ ___, __________ of the Company residing at ---------------~ am desirous of dealing in _____ * shares of the Company as mentioned m my application dated _____ for pre-clearance of the transaction.

I further declare that I am not in possession of or otherwise privy to any unpublished Price Sensitive Information (as defined in the Company's Code of Conduct for prevention of Insider Trading (the Code) up to the time of signing this Undertaking.

In the event that I have access to or received any information that could be construed as "Price Sensitive Information" as defined in the Code, after the 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 securities of the Company until such information becomes public. I declare that I have not contravened the provisions of the Code as notified by the Company from time to time.

I undertake to submit the necessary report within four days of execution of the transaction / a 'Nil' report if the transaction is not undertaken. If approval is granted, I shall execute the deal within 7 days of the receipt of approval failing which I shall seek pre-clearance.

I declare that I have made full and true disclosure in the matter.

Date:
Signature:	_

* Indicate number of shares

ANNEXURE-3

Format for Pre- Trading Approval Letter

To,
_____ Name:	_
___ Designation:	_
------ Place:

This is to infonn you that your request for dealing m ______ (nos) shares of the Company as mentioned in your application dated is approved. Please note that the said transaction must be completed on or before (date) that is within 7 days from today.

In case you do not execute the approved transaction /deal on or before the aforesaid date you would have to seek fresh pre-clearance before executing any transaction/deal in the securities of the Company. Further, you are required to file the details of the executed transactions in the attached fonnat within 2 days from the date of transaction/deal. In case the transaction is not undertaken a 'Nil' report shall be necessary.

Yours faithfully, For, N K Industries Limited

Date: ------- Compliance Officer

Encl: Fonnat for submission of details of transaction

ANNEXURE4

FORMAT FOR DISCLOSURE OF PRE-APPROVED TRANSACTIONS

(To be submitted within 2 days of transaction / dealing in securities of the Company)

To,

The Compliance Officer,

N K Industries Limited,

I hereby inform that I

• have not bought/ sold/ subscribed any securities of the Company

• have bought/sold/subscribed to ____ securities as mentioned below on __ (date)

Name of	No. of	Bought/sold/subscribed	DP ID/Client ID I	Price (Rs.)
holder	securities dealt		Folio No
	with

In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 3 years and produce to the Compliance officer / SEBI any of the following documents:

• 1. Broker's contract note.
• 1. Proof of payment to/from brokers.
• 1. Extract of bank passbook/statement (to be submitted in case of demat transactions).
• 1. Copy of Delivery instruction slip (applicable in case of sale transaction).

I agree to hold the above securities for a minimum period of six months. In case there is any urgent need to sell these securities within the said period, I shall approach the Compliance Officer for necessary approval. (applicable in case of purchase / subscription).

I declare that the above information is correct and that no provisions of the Company's Code and/or applicable laws/regulations have been contravened for effecting the above said transactions(s).

Date: ______ _ Signature: ______ _ Name: Designation:

ANNEXURES

Format for Disclosure of Particulars by Promoter / Key Managerial Personnel / Director/

Designated Person

The Compliance Officer, N K Industries Limited, Ahmedabad

Dear Sir,

My personal details are as under:

		NAME OF PROMOTER/ KEY MANAGERIAL PERSONNEL /DIRECTOR /DESIGNATED
_____ PERSON	_
______ #EMPL NO.	#GRADE	____ _
__ #DEPARTMENT	_	#LOCATION
DA TE OF APPOINTMENT

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct for Prevention of Insider Trading, I hereby declare that I have the following Immediate Relative(s):

Sr. No.	Name of the Immediate Relative	Relationship with Director/ Designated Person

I hereby declare that I and/or my Immediate Relatives

• do not hold any Securities (including derivatives) as on date
• hold Securities (including derivatives) ___ (GIVE DESCRIPTION) as per the details given below :

Name	of First	or joint	Folio	No.	Holding	DP ID/ CLIENT	Holding
holder*	holder**		(physical			ID (electronic
			form)			form)

		the contract of the contract of the contract of the contract of the contract of the contract of	the contract of the contract of the contract of the contract of the contract of	the contract of the contract of the contract of	the property of the control of the con-
_____	the control of the control of the control of the con- . .	___			the control of the control of
		the contract of the contract of the contract of the contract of the contract of the contract of the contract of	the property of the company's company's property of	the control of the control of the control of the control of the control of the control of

*Include holdings where Director/ Designated Employee or Immediate Relative is a joint holder. ** Indicate -"F" where the named holder is the first holder of the Securities (including derivatives) and "J" where he/ she is the joint holder of the Securities (including derivatives). # to be filled in only by Employees.

All DP Ids and Client Ids to be furnished even if no Securities of the Company are held.

I hereby undertake to inform the changes in the above details from time-to time. l hereby declare that the above details are true, correct and complete in all respects.

Name: __________ _

Signature: _______ _

Date:

ANNEXURE6

Format of Annual Statement of Holdings by Promoter I Key Managerial Personnel / Director/ Designated Person and their Immediate Relatives

The Compliance Officer,

N K Industries Limited,

Ahmedabad

Dear Sir,

My personal details are as under:

NAME OF PROMOTER/ KEY MANAGERIAL PERSONNEL /DIRECTOR /DESIGN A TED PERSON ___________ _ #EMPL NO. ______ #GRADE _ _ _ _ _ #DEPARTMENT _____ ___ _ #LOCATION DA TE OF APPOINTMENT

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct for Prevention of Insider Trading, l hereby declare that I have the following Immediate Relative(s):

Sr. No.	Name of the Immediate Relative	Relationship with Director/ Designated Person

I hereby declare that I and/or my Immediate Relatives

• do not hold any Securities (including derivatives) as on date
• hold Securities (including derivatives) ___ (GIVE DESCRIPTION) as per the details given below :

Name holder*		of First holder**	or	joint	Folio ( h sical	No.	Holding		Holding
-----------------	--	----------------------	----	-------	--------------------	-----	---------	--	---------	--

NKIL Insider Code

Page 26 of 28

	form)	form)
	Property The Contract of the Contract of

*Include holdings where Director/ Designated Employee or Immediate Relative is a joint holder. ** Indicate - "F" where the named holder is the first holder of the Securities (including derivatives) and "J" where he/ she is the joint holder of the Securities (including derivatives). # to be filled in only by Employees.

All DP Ids and Client Ids to be furnished even if no Securities of the Company are held.

I hereby undertake to inform the changes in the above details from time-to time.

I hereby declare that the above details are true, correct and complete in all respects.

Name: -----------

Signature: _______ _

Date:

ANNEXURE7

Format for Disclosure of Transactions Crossing Certain Thresholds by Promoter/ Directors/ Employees

(To be submitted within 2 Trading Days of transaction/Dealing in Securities (including derivatives) of the Company)

Nam	No.	&	Date			of Date of Mode of No.	&	Trading	Excha	Buy/S	Bu
e,	%		of receipt		of intimat	acquisiti	%	of member	nge on	ell	y/
PAN	Securiti		allotment		to ion	on	Securiti	through	which	quanti	Sell
&	es		advice/		compa	(market	es	whom	the	ty	val
Addr	(includi		acquisition		ny	purchase/	(includi	the	trade		ue
ess	ng		/sale	of		public/ri	ng	trade	was
	derivati		Securities			ghts/	derivati	was	execut
	ves)		(including			preferent	ves)	execute	ed
			derivatives			ial offer	post	d with
			)			etc.)	acquisiti	SEBI
							on /sale	Registat
								ion No.
								of the
								trading
								member

Note: The disclosure of the incremental transactions after the previous disclosure is required to be made when the transactions effected after the prior disclosure cross the threshold of Rs. I 0 lakhs in the same calendar quarter.

ANNEXURE8

DISCLOSURE UNDER PARA 2.3 OF THE INSIDER TRADING CODE OF CONDUCT

[Refer Form Das per the Regulations]

Name of the company:

ISIN of the company:

Details of trading in securities by other connected persons as identified by the company

Name, PAN,	Connection
		Securities held	Securities	Securities held post	Date of	I Date of	Mode of
CIN/DIN, & address	with	prior to	acquired/Disposed	acquisition/disposal	allotment	Intimation	acquisitio
with contact nos.	company	acquisition/dispo				to company	n/
of other connected		sal			advice/		disposal
Persons as							(on
identified by the					acquisition of		market/ p
company					shares/ sa le		ublic/
					of shares		rights/
							preferent
					specify		ial offer/
							off
							market/
NKIL Insider Code				Page 1 of 4

		Type of security (For eg. - Shares, Warrants I Converti ble Debentur es, etc.)	No. and % of share - holdi ng	Type of security (For eg. - Shares, Warrants I Converti ble Debentur es, etc.)	No.	I Value	Transacti on Type (Buy/ Sale/ Pledge / Revoke/ Invoke)	Type of security (For eg. - Shares, Warrants, Convertible Debentures, etc.)	I No. and % of share holding	From	To	I	etc.) I
1	2	3	4	5	6	7	8	9	10	11	12	13	14

Note: "Securities" shall have the meaning as defined under regulation 2(1}{i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in

Regulation 6(2)

Trading in derivatives (Specify type of contract, Futures or Options etc)						Exchange on which the trade was
Type of contract	Contract specification s	Buy		Sell		executed
		Notional Value	Number of units (contracts* lot size)	Value	Number of units (contracts * lot size)
15	16	17	18	19	20	21

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature: Date:

Designat ion: Place:

NKIL Insider Code Page 3 of4

Notes:

1) Separate disclosures should be made in respect of the immediate relatives. Immediate relatives may include the spouse of a person, a parent, sibling and child of such person or their spouse, any of whom is either dependent financially on such a person, or consults such a person in taking decisions relating to trading in securities.

2) This declaration will include separate details of shares held in the first name, joint names or as a guardian.

NKIL Insider Code Page 4 of 4

Industries Ltd. N K INDUSTRIES LIMITED Regd. Office: 7th Floor, Popular House, Ashram Road, Ahmedabad-380009 CIN NO.: L9111 OGJ 1987PLC009905

CODE OF PRACTISES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

• I. In consonance with the principles of fair disclosure as specified under regulation 8 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, N K Industries has adopted this ''Code for Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information".
• 1. This Code shall come into force with immediate effect.
• 1. Principles of fair disclosure:-

The Company shall ensure:-

• i. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
• ii. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.
• 1. Company Secretary and Compliance Officer of the Company is hereby designated as Senior Officer, to deal with dissemination of information and disclosure of unpublished price sensitive information.
• 1v. Prompt dissemination of unpublished price sens1t1ve information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
• v. Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
• vi. Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information.
• vii. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the orticial ,,ebsne to ensure onic,al confirmation and documentation of disclosures made.

Industries Ltd. N K INDUSTRIES LIMITED Regd. Office: 7th Floor, Popular House, Ashram Road, Ahmedabad-380009 CIN NO.: L9111 OGJ 1987PLC009905

viii. Handling of all unpublished price sensitive information on a need-to-know basis.

• 1. The Company shall promptly intimate any amendment to this Code of Corporate Disclosure and Practice to the Stock Exchanges(s) where N K Industries shares are listed, as required under the Insider Trading Regulations, 2015.
• 1. This Code has been reviewed and approved by the Board of Directors of the Company in their meeting held on 18.05.2019.
• 1. The Code shall be published on the Official Website of the Company www.nkindustriesltd.com.