Sulabh Engineers and Services Limited has adopted an amended Policy for Procedure of Inquiry In Case of Leak of Unpublished Price Sensitive Information or Suspected Leak of Unpublished Price Sensitive Information ("UPSI"). This policy is framed pursuant to Regulation 9A(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The policy was developed in response to SEBI's concerns about recent cases of UPSI leaks on instant messaging apps, which affect companies through market price impact and loss of reputation and investor confidence. The Board of Directors has laid down this policy to strengthen internal control systems and prevent UPSI leaks.

Key Objectives

  • Strengthen internal control systems to prevent UPSI leaks
  • Restrict and prohibit sharing of UPSI with unauthorized persons
  • Establish a uniform code to curb unethical sharing practices by insiders, employees, and designated persons
  • Constitute a committee empowered to make inquiries and call for documents/evidence in case of UPSI leaks
  • Take disciplinary actions against violators apart from any SEBI actions

Scope and Applicability

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.

Key Definitions

The policy provides comprehensive definitions including:

  • Audit committee (formed under Section 177 of Companies Act, 2013 and SEBI LODR)
  • Board of Directors of Sulabh Engineers and Services Limited
  • Compliance officer (senior officer responsible for regulatory compliance)
  • Connected Person (as per Regulation 2(1)(d) of PIT Regulations)
  • Designated Persons (specified by board based on role, function, and access to UPSI)
  • Fiduciaries (professional firms such as auditors, law firms, analysts, consultants, banks)
  • Insider (connected person or person in possession of UPSI)
  • Leak of UPSI (communication of UPSI to unauthorized persons)
  • Legitimate Purpose (sharing UPSI in ordinary course of business with specified parties)
  • Unpublished Price Sensitive Information (information not generally available that would materially affect security prices)

Procedures and Responsibilities

The Compliance Officer is responsible for overseeing policy compliance, reporting UPSI leak incidents to the Audit Committee, and coordinating with the committee.

On becoming aware of actual or suspected UPSI leak, the Compliance Officer must:

  • Promptly intimate the committee
  • If committee confirms leak, intimate stock exchanges using Annexure A format
  • Report to SEBI using Annexure B format

The committee is responsible for conducting preliminary enquiries, authorizing evidence collection, deciding on matters, determining disciplinary actions, and providing proceedings details to the Board, stock exchanges, and SEBI.

Inquiry Process

The company may initiate inquiry suo-moto or upon application regarding actual or suspected UPSI leaks by any promoter, director, employee, designated person, or fiduciary. The process ensures no retaliation for reporting genuine suspected leaks in good faith.

The committee must meet without undue delay after receiving information and either dismiss frivolous allegations or initiate preliminary enquiry.

Preliminary enquiry is a fact-finding exercise conducted by the compliance officer or authorized persons to collect relevant facts and materials. The enquiry report must be submitted to the committee without undue delay.

The final enquiry report is placed before the Audit Committee and Board of Directors (including independent directors with 50% majority) for review and action.

Disciplinary Actions

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

Amendments and Hosting

The Board may amend the policy to ensure compliance with applicable laws. The policy and amendments must be promptly intimated to stock exchanges if required under SEBI regulations. The policy is hosted on the company website and revised as necessary.

Annexures

The policy includes two standardized reporting formats:

  • Annexure A: Format for intimation of actual or suspected UPSI leak to stock exchanges pursuant to Regulation 30 of SEBI LODR Regulations, 2015
  • Annexure B: Format for reporting actual or suspected UPSI leak to SEBI pursuant to Regulation 9A(5) of SEBI PIT Regulations, 2015

Both annexures require details including name of offender (if known), organization, designation, nature of information, whether action initiated by company, and any other relevant information.