Code of Fair Disclosure under PIT

Code of Practice and Procedure of Fair Disclosure of Unpublished Price Sensitive Information.

A code of practices and procedures for fair disclosure of unpublished price sensitive information for adhering each of the principles is set out below:

  1. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.
  3. Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
  4. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  5. Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
  6. Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information.
  7. Developing best practices to keep records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
  8. Handling of all unpublished price sensitive information on a need-to-know basis.

Policy for Determination of "Legitimate Purposes"

(Addendum to Code of Fair Disclosure amended w.e.f. 1st April, 2019)

In line with clause 2A of Regulations 3 Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2015 (SEBI (PIT) Regulations) and amendments made thereon, the Policy for determination of legitimate purposes is as under:

  1. Meaning of Legitimate purpose: Legitimate purpose shall mean sharing of unpublished price sensitive information in the course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, other advisors or consultants provided that such sharing has not been carried out to evade or circumvent the prohibitions of the SEBI (PIT) Regulations.
  2. Any person in receipt of unpublished price sensitive information pursuant to a legitimate purpose shall be considered an "insider" for purposes of the SEBI (PIT) Regulations and due notice shall be given to such person to maintain confidentiality of such unpublished price sensitive information in compliance with the said Regulations. Such person is also required to ensure the confidentiality of unpublished price sensitive information shared with him /her, in compliance with the SEBI PIT Regulations.
  3. Unpublished Price Sensitive Information, such as Financial Results, declaration of Dividends, proposal of Corporate Restructuring, diversification, expansion, acquisition in the stake of other entities, etc. shall be handled within the Company on a need-to-know basis, and the same should be disclosed only to those who need such information to discharge their duties or legal obligations by virtue of their respective role and function, whose possession of such information will not give rise to a conflict of interest or appearance of misuse of such information.
  4. A structured digital database shall be maintained containing the names of such persons or entities, as the case may be, with whom information is shared for legitimate purposes along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Adequate and effective system of internal controls will also be laid out to secure such database. Documents containing confidential information shall be kept secured. Computer files must have adequate security login and password, etc.
  5. This policy for determination of Legitimate Purposes” formulated pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 shall come into effect from 1st April, 2019 and it shall be part of the Existing Code of Fair Disclosure of the Company.