Nature of the Disclosure

This is a regulatory filing submitted to BSE Limited and the National Stock Exchange of India Limited to intimate the adoption and formulation of a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Fair Disclosure Code). The disclosure is made pursuant to Regulation 8(2) of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations).

Key Provisions of the Adopted Code

Introduction and Scope: The Code was formulated as a mandatory requirement under Regulation 8 of the SEBI PIT Regulations. Its objective is to preserve the confidentiality of Unpublished Price Sensitive Information (UPSI), prevent its misuse, and ensure timely and adequate disclosure of UPSI that could impact the company's security prices.

Investor Relations Officer (IRO): The Code designates the Chief Financial Officer of the company as the Investor Relations Officer. The IRO is responsible for the dissemination of information and the disclosure of UPSI.

Definition of UPSI: The Code provides an extensive definition of UPSI, listing 16 types of information that would ordinarily constitute UPSI, including financial results, dividends, change in capital structure, M&A, changes in key managerial personnel, changes in ratings, fund raising, frauds or defaults, insolvency proceedings, forensic audits, regulatory actions, litigation outcomes, and granting of guarantees outside the normal course of business.

Procedures Outlined:

  • The company will respond appropriately to queries on news reports and requests for verification of market rumors from regulators.
  • Information shared with analysts and research personnel must not be UPSI. The company will endeavor to make transcripts of such meetings available on its website.
  • UPSI is to be handled on a strict "need to know" basis.

Policy for Legitimate Purpose (Annexure A): A separate policy defines "Legitimate Purposes" for which UPSI can be shared. This includes sharing in the ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, and insolvency professionals. Persons receiving UPSI for a legitimate purpose are deemed "insiders" and must be notified of their duties to maintain confidentiality.

Database and Record Keeping: The Board is required to maintain a structured digital database containing the nature of UPSI shared and the names of all persons/entities with whom it is shared, along with their PAN or other identifiers. This database must be maintained with internal controls like time-stamping and audit trails and preserved for a period of not less than eight years after the completion of the relevant transaction.

Leakage of UPSI: The Code establishes a procedure for handling suspected leaks of UPSI, which involves setting up an inquiry, notifying the Chairman of the Audit Committee/Board, potentially engaging external investigators, and informing the stock exchanges of the leak and the inquiry results.

Disclosure Requirements: The Code reiterates the statutory requirements for initial and continual disclosures of securities holdings by promoters, directors, key managerial personnel, and designated persons.