Key Components of the Adopted Code

1. Introduction and Definitions

The Code has been adopted by the Board of Directors in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. Key definitions include:

  • Promoters: Hanmantrao Ramdas Gaikwad and Umesh Gautam Mane
  • Designated Persons: Directors; and Employees and Connected Persons (including representatives of auditors, accountancy firms, law firms, analysts, consultants, etc.) as identified by the Compliance Officer.
  • Compliance Officer: A senior officer reporting to the Board, financially literate, responsible for compliance, maintenance of records, and monitoring under the PIT Regulations.

2. Chief Investor Relations Officer

The Chief Financial Officer has been appointed as the Chief Investor Relations Officer, responsible for dealing with the dissemination of information and disclosure of UPSI, and ensuring compliance with continuous disclosure requirements.

3. Purpose and Scope of the Code

  • Prompt Public Disclosure: UPSI shall be disclosed to stock exchanges and disseminated promptly as soon as credible and concrete information comes into being.
  • Uniform Dissemination: UPSI shall be disseminated uniformly to all stakeholders through stock exchanges and by posting on the company's official website (https://www.hiparks.com/corporate-governance) to avoid selective disclosure.
  • Responding to Queries/Rumors: Appropriate, fair, and prompt responses shall be submitted to all queries on news reports and/or requests for verification of market rumors from regulatory authorities. Such replies must be signed by the Compliance Officer or, in their absence, the Chief Financial Officer. The Compliance Officer shall decide whether a public announcement is necessary for verifying or denying rumors.
  • Interactions with Analysts/Investors: Only public information will be provided to analysts, institutional investors, and research personnel. If UPSI is shared, it must be simultaneously made public. Company recommends two representatives be present at meetings, discussions be recorded, and transcripts disseminated on the website. Unanticipated questions containing UPSI will require a public announcement before responding.
  • Need to Know Basis: UPSI shall be handled on a "need to know" basis, disclosed only to those within the company who need it to discharge official duties or legal obligations.

4. Operating Guidelines for Sharing UPSI (Annexure A)

A separate set of 'Operating Guidelines for Determination of Legitimate Purpose & Approval for Sharing of UPSI' is included.

  • Scope: Covers sharing UPSI in the ordinary course of business with partners, collaborators, lenders, customers, suppliers, advisors, consultants, or for any other genuine purpose. Excludes sharing with auditors (for audit purposes) and regulatory/judicial/Government authorities.
  • Determining Legitimate Purpose: The Compliance Officer or an Authorized Officer determines 'legitimate purpose' case-by-case based on principles including the nature/purpose/necessity of the UPSI, the best interests of the company/shareholders, and external circumstances. An indicative list of legitimate purposes is provided.
  • Request Process: A formal request must specify details of the assignment, nature of UPSI, rationale, and complete details (name, address, email, PAN, contact numbers) of all persons (natural/legal) with whom information will be shared.
  • Confidentiality Measures: A notice (format provided in Annexure I-A) must be served to recipients making them aware of the confidential nature of UPSI and liabilities for misuse. Non-Disclosure Agreements (NDAs) may be required in exceptional circumstances.
  • Information Sharing Protocol: UPSI should ideally be shared on a specific, access-controlled drive. If shared via email, data files must be password-protected, and passwords sent separately. Creation of a Virtual Data Room (VDR) may be required in exceptional cases, with strict access controls (unique logins, view-only rights, limited download rights). Data in a VDR must be deleted within two months of purpose completion, or at most within one year.
  • Digital Database: A digital database of all persons with whom UPSI is shared must be maintained with time-stamping and audit trails, containing the details from the request and the date of sharing.
  • Governance: The Authorized Officer ensures compliance. Deviations must be reported to the Audit Committee. Any exceptions to the guidelines require Board approval. The guidelines are subject to annual review by the Audit Committee.

Financial Impact

No specific financial impact, quantified or unquantified, is mentioned in the disclosure. The document pertains to the adoption of a governance and compliance framework.