Nature of the Disclosure

Neil Industries Limited has adopted and disclosed its "Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information or Suspected Leak of Unpublished Price Sensitive Information (UPSI)" to the Bombay Stock Exchange.

Regulatory Basis

The policy is framed pursuant to Regulation 9A(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The adoption follows SEBI's review of recent cases of UPSI leaks on instant messaging apps.

Key Definitions and Scope

The policy defines UPSI as information relating to the company or its securities that is not generally available and would likely materially affect security prices upon becoming public. This includes financial results, dividends, capital structure changes, mergers, acquisitions, changes in key managerial personnel, rating changes, fund raising, agreements impacting management control, frauds or defaults, insolvency proceedings, forensic audits, regulatory actions, litigation outcomes, guarantees, and license changes.

The policy applies to all Directors, Promoters, Promoter Group, Designated Persons, Insiders, Connected Persons, Relatives of Connected Persons, Fiduciaries, Immediate Relatives, and any other person having possession of or access to UPSI.

Compliance Officer Duties

Suryansh Nigam, Company Secretary and Compliance Officer, is responsible for overseeing compliance with this policy, reporting incidents of UPSI leak to the audit committee, coordinating with the committee, and ensuring prompt intimation to stock exchanges and SEBI.

Reporting Requirements

The policy mandates two specific reporting formats:

  • Annexure A: Format for intimation of actual or suspected leak of UPSI to Stock Exchanges pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
  • Annexure B: Format for reporting actual or suspected leak of UPSI to SEBI pursuant to Regulation 9A(5) of SEBI (Prohibition of Insider Trading) Regulation, 2015

Both formats require details including name of offender (if known), organization, designation, nature of information, whether action has been initiated by the company, and narration of such action.

Inquiry Process

The policy establishes a committee responsible for conducting preliminary enquiries to ascertain the truth of information or complaints regarding UPSI leaks. The committee can authorize persons to collect necessary support material and must provide copies of proceedings and action details to the Board, Stock Exchanges, and/or SEBI.

The process involves taking cognizance of the matter, conducting preliminary enquiry as a fact-finding exercise, submitting reports to the committee, and finally placing the report before the Audit Committee and Board of Directors (which includes independent directors having 50% majority).

Disciplinary Actions

The Board of Directors shall decide disciplinary actions which may include wage freeze, suspension, recovery, claw back, termination, or any other disciplinary action as deemed necessary.

Policy Maintenance

The policy will be hosted on the company's website and revised as necessary when amendments are deemed required by the Committee. Any subsequent amendments will be promptly intimated to Stock Exchanges if required under applicable SEBI regulations.

Financial Impact

No specific financial impact quantified in the disclosure. This is a procedural and governance policy document.