Code of corporate disclosures practices for prevention of Insider trading
1.0 Corporate Disclosure Policy
1.1 Price Sensitive Information shall be given to the Stock Exchanges and disseminated promptly on a continuous basis. For this purpose Price Sensitive Information means any information, which relates directly or indirectly to a company and which if published is likely to materially affect the price of shares of the company. The following shall be deemed to be Price Sensitive Information.
i) Periodical Financial results of the company;
ii) Intended declaration of Dividend (Both Interim and Final);
iii) Issue of Securities or buy back of Securities;
iv) Any major expansions plans or execution of new projects;
v) Amalgamation, Mergers or Takeovers;
vi) Disposal of the whole or substantial part of the undertaking; and
vii) Significant changes in the policies, plans or operations of the company;
2.0 Procedures for responding to any queries or request by stock exchanges for verification of market rumors.
2.1Replies to all queries or requests for verification of market rumours shall by sent only after obtaining the approval of the Chairman / concerned Director. In the absence of the Chairman / Director concerned, the reply can be sent only with the approval of the Executive Director / Additional Director (I/c).
2.2. Such replies shall be signed by the Company Secretary who is also the Compliance Officer. In his absence, such replies shall be signed by Deputy Company Secretary or such other officer as may have been authorized.
2.3. A copy of such replies shall also be sent to other stock exchanges where shares of the company are listed. Such replies shall also be kept on the Website of the company.
2.4. Replies to such queries shall be sent on priority basis preferably within 48 hours from the time of receipt of such query or request. The date and time of receipt of such queries/request shall be recorded.
2.5 The Company Secretary shall oversee corporate disclosure. He shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumours and then making the disclosure.
3.0 Overseeing and coordinating disclosure
3.1 The Compliance officer, i.e. the Secretary shall be responsible for ensuring that the company complies with the continuous disclosure requirements.
4.0 Procedure for Disclosure / dissemination of Price Sensitive Information with special reference to Analysts, Institutional Investors etc.
4.1 The Company should follow the guidelines given hereunder while dealing with Analysts and Institutional Investors.
4.2. Only Public information is to be provided to such Analysts and Institutional Investors.
4.3 In order to avoid misquoting or misrepresenting it is desired that two Company representatives be present at the meeting with Analysts and Institutional Investors and the discussion should be recorded.
4.4. The unanticipated question may be taken on notice and a considered response be furnished later.
5.0 Procedure for posting of Corporate Disclosure in company’s website
5.1 The following information shall be continuously disclosed in the company’s website:
5.1.1 Intimation regarding date of Board Meeting in which the company approves the un-audited quarterly/half yearly financial results, audited annual financial results and dividend.
5.1.2 Un-audited quarterly and half yearly financial results and audited annual financial results.
5.1.3 Details of dividend recommended by the board.
5.1.4 Details of Turnover, PBDIT, Depreciation, Interest, PAT, etc.
5.1.5 AGM date etc.
5.1.6 Book closure and Record date
5.1.7 Disclosure made to Analysts and Institutional Investors
5.1.8 Information furnished to the Stock Exchanges under continuous disclosure requirement.
5.1.9 The Company Secretary shall be oversee the disclosures made in the company’s website.
6.0 Timely reporting of Shareholdings / Ownership and changes in Ownership.
6.1 Disclosure of Shareholdings / Ownership by major Shareholders and disclosure of changes in ownership as provided under any regulations made under the act and the listing agreement shall be made in a timely and adequate manner.
7.0 The above code has been framed in pursuance to the Regulation contained in clause 12(2) of Chapter IV of SEBI (Prohibition of Insiders Trading) Regulations, 1992 inserted by the SEBI (Insider Trading) (Amendment) Regulations, 2002 w.e.f. 20.02.2002