rail vikas nigam has amended its Code of Conduct for Regulating and Reporting Trading by Designated Persons and their Immediate Relatives to ensure compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors noted the revised code, which outlines strict protocols for trading windows, mandatory disclosures, and penalties for violations. The updated document is now available on the company’s website.

The amendment reinforces the regulatory framework governing designated persons, including promoters, directors, and key managerial personnel. Under the revised code, any transaction involving the purchase or sale of securities must be disclosed if the traded value exceeds Rs. 10 lakh in a quarter. Disclosures must be made within two trading days of the transaction using Form-C, as prescribed by SEBI. The company is also required to submit these details to the stock exchanges within two trading days of receipt.

Trading Window Closures

The code defines specific periods during which trading is prohibited for designated persons. These windows close at the start of each financial quarter and remain shut until 48 hours after the declaration of financial results or until such results are generally available to the public on a nondiscriminatory basis.

Disclosure Requirements

Designated persons must disclose personal and relational data annually within 30 days of the financial year-end, or within 30 days of any change. This includes the names, PANs, and contact numbers of immediate relatives and individuals with whom they share material financial relationships. These disclosures are submitted via Form PIT-2.

Penalties for Violations

The code imposes strict penalties for non-compliance. Trading during closed windows attracts a penalty of Rs. 10,000 per occasion plus the actual profit earned. Engaging in contra trades (opposite transactions) within six months of a prior trade incurs a penalty of Rs. 10,000 per occasion or the actual profit, whichever is higher. Failure to update data on company software results in a fine of Rs. 5,000.

What the Numbers Show

The emphasis on Rs. 10 lakh thresholds and strict two-day disclosure windows highlights a zero-tolerance approach to potential insider trading advantages. By mandating annual updates on immediate relatives’ contact details and financial relationships, Rail Vikas Nigam aims to close loopholes that could allow indirect trading through associated parties. The financial penalties, which include confiscation of actual profits, serve as a direct deterrent against exploiting non-public information.

The Comptroller and Auditor General of India (CAG) has appointed M/s rail vikas nigam Limited's Statutory Auditor for the financial year 2023-24. The appointment of M/s V. K. Dhingra & Co., Chartered Accountants, ensures continuity in regulatory oversight for the infrastructure developer, aligning with statutory requirements for central public sector enterprises.

Rail Vikas Nigam Limited made the disclosure on September 29, 2023, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment is mandated under Section 139 of the Companies Act, 2013, which governs the audit framework for listed entities in India. The company notified both the BSE Limited and the National Stock Exchange of India Ltd. of the development.

Auditor Profile

M/s V. K. Dhingra & Co. is a chartered accountancy firm established in 1973 by Vinod Kumar Dhingra in New Delhi. The firm currently comprises thirteen partners and operates with a head office in Delhi and a branch office in Chandigarh. It holds Firm Registration Number (FRN) 000250N.

The firm provides attestation services including statutory audits for central public sector entities with Mahanavratna, Navratna, and Miniratna status. Its clientele includes public sector banks, financial institutions, autonomous bodies under various administrative ministries of the Government of India, and large manufacturing units in the cooperative sector.

Scope of Services

Beyond statutory audits, the firm offers management and operational audits, propriety audits, and Value for Money Audits. It also conducts fraud investigations, EDP audits, and organizational effectiveness audits. Additional services include national and international taxation consultancy, GST audit and consultancy, commercial and legal consultancy, and due diligence for business acquisitions.

The firm is empaneled with several national and international bodies, including:

• Comptroller and Auditor General of India (CAG)
• Reserve Bank of India (RBI)
• United Nations Industrial Development Organization (UNIDO)
• Registrar of Co-Operative Societies, New Delhi
• Ministry of Agriculture, Government of India
• Life Insurance Corporation of India (LIC)
• Industrial Development Bank of India (IDBI)

Regulatory Compliance

The disclosure confirms that Rail Vikas Nigam Limited is adhering to its listing obligations by timely informing stock exchanges of changes in its statutory auditor. The CAG’s appointment underscores the rigorous audit standards applied to government-linked infrastructure projects, ensuring transparency in financial reporting for FY24.