Code Of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

  • The Company is committed to prompt public disclosure of Unpublished Price Sensitive Information (UPSI) immediately upon credible and concrete information coming into being so as to make it generally available

  • Uniform and comprehensive disclosure will be made of unpublished price sensitive information and selective disclosure will be avoided

  • A senior officer has been appointed as Chief Investor Relations Officer to deal with dissemination of information and disclosure of unpublished price sensitive information

  • If UPSI information is accidentally or otherwise disclosed without prior approval, the person responsible shall inform the Chief Investor Relations Officer immediately. The CIRO shall take steps for prompt public dissemination of such information

  • Appropriate and fair response shall be provided on queries by regulatory authorities on news reports and requests for verification of market rumors

  • While dealing with analysts or research persons or large investors like institutions, the Company shall provide only public information. Alternatively, the information given to analysts or research persons shall be simultaneously made public

  • All UPSI shall be handled on a need-to-know-basis

  • For the purpose of this Fair Disclosure Policy, among others, the following purposes shall qualify as "legitimate purpose"
    1. sharing of Unpublished Price Sensitive Information in the ordinary course of business
      • partners;
      • collaborators;
      • lenders;
      • customers;
      • suppliers;
      • merchant bankers;
      • legal advisors;
      • auditors; and
      • insolvency professionals; or other advisors or consultants

    2. sharing of Unpublished Price Sensitive Information with the Promoter(s) for genuine business reasons such as the Company entering into strategic transactions including acquisitions, mergers, divestments, obtaining of financing by the Company.

    3. Sharing of Unpublished Price Sensitive Information for undertaking legitimate transactions in furtherance of:
      • a corporate purpose;
      • discharge of a fiduciary duty;
      • public interest; and
      • the interest of a body of public shareholders or stakeholders in a company

  • The sharing of Unpublished Price Sensitive Information set out in this clause 9 should not be carried out to evade or circumvent the prohibitions of the Insider Trading Regulations.

  • Any person in receipt of Unpublished Price Sensitive Information in furtherance of legitimate purposes, performance of duties or discharge of legal obligations (provided such Unpublished Price Sensitive Information has been shared on a "need to know basis") will also qualify as an Insider. The Compliance Officer will provide due notice to such persons to maintain confidentiality of such Unpublished Price Sensitive Information or by way of entering into requisite confidentiality agreement or non disclosure agreement (As deemed fit by the Compliance Officer) in accordance with the Insider Trading Regulations. The Compliance Officer to further ensure that such persons are made aware of the duties and responsibilities attached to the receipt of Unpublished price Sensitive Information, and the liability that is attached to the misuse or unwarranted use of such information.