Fusion CX Limited (CIN: U72900WB2004PLC097921) has submitted its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to BSE Limited and National Stock Exchange of India Limited in compliance with Regulation 8(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
The code was approved by the Audit Committee and Board of Directors on April 11, 2025, and became effective on the same date. The document is available on the company's website at https://www.fusioncx.com/wp-content/uploads/2025/05/FusionCX-UPSI.pdf.
Key Policy Provisions
Definition of UPSI: Unpublished Price Sensitive Information includes financial results, dividends, change in capital structure, mergers, de-mergers, acquisitions, delisting, disposals, expansion of business, innovations in AI-driven customer solutions (such as voice bots or omnichannel platforms), and changes in key managerial personnel.
Disclosure Requirements: The company must promptly disclose UPSI that would impact price discovery, follow uniform dissemination to avoid selective disclosure, and ensure appropriate responses to queries on news reports and market rumors.
Designated Officers: The Chief Financial Officer has been designated as the Chief Investor Relations Officer to deal with dissemination of information and disclosure of UPSI. Only designated Authorized Spokespersons, including the CFO and Investor Relations Officers, are permitted to communicate with analysts, broker-dealers, or investors.
UPSI Sharing Protocol: UPSI can be shared for legitimate purposes in the ordinary course of business as determined by the Policy for Determination of Legitimate Purposes (Annexure A). Legitimate purposes include sharing with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, or other advisors/consultants.
Digital Database: The Company Secretary must maintain a structured digital database of UPSI recipients containing name, organization, postal address, email ID, and PAN or other authorized identifier. The database must have internal controls and checks including time stamping and audit trails to ensure non-tampering.
Compliance Responsibility: The Company's Chief Financial Officer is responsible for compliance with this policy and has the power to request information or clarifications from management.
Review and Amendments: The policy shall be reviewed by the Board at least once every three years and updated accordingly. Any amendment requires Board approval and must be intimated to stock exchanges and updated on the company website.
Annexure A: Policy for Determination of Legitimate Purposes
This annexure defines legitimate purposes for UPSI sharing and requires that UPSI shall only be shared by persons authorized by the Board of Directors, Audit Committee, Managing Director, Chief Marketing and Strategy Officer, or Chief Financial Officer. Recipients must execute confidentiality agreements and are prohibited from trading while in possession of UPSI.
In case of suspected UPSI leakage, the company must investigate and the Compliance Officer must promptly notify the Chairman of the Audit Committee or Chairman of the Board of Directors.