CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

SCOPE

This code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (“Code”) is adopted by M/s. SSMD Agrotech India Limited (‘the company’). This code is in compliance with the Regulation 8 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (‘Regulation’) read with Schedule A of the Regulations. The code also includes policy for determination of ‘legitimate purpose’ in compliance with Regulation 3(2A) of the Regulations.

DEFINITIONS

  1. Unpublished Price Sensitive Information (UPSI) means any information, relating to a company or its securities, directly or indirectly, which is not generally available and upon becoming available, is likely to materially affect the price of the securities and shall ordinarily including but not restricted to information related to the following:
  • Financial results, dividends;
  • Change in capital structure
  • Mergers, de-mergers, acquisitions, de-listing, disposals, expansion of business
  • Changes in Key Managerial Personnel
  1. Generally Available Information means information that is accessible to the public on a non-discriminatory basis. Information relating to the company published on the website of stock exchanges or the company’s website shall ordinarily be considered as Generally Available Information.

 

CODE

  1. The company will make prompt public disclosure of UPSI in relation to company that would impact price discovery of the securities of the company no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. The company will ensure uniform and universal dissemination of UPSI in relation to the company via stock exchanges where the Securities of the Company are listed and avoid selective disclosure.
  3. The Company Secretary (CS) and/ or Chief Financial Officer (CFO) of the company shall act as the Chief Investor Relations Officer to deal with the dissemination of the information and disclosure of UPSI in relation to the company.

 

  1. The company will promptly disseminate any UPSI in relation to the company that gets disclosed selectively, inadvertently or otherwise, to make such information generally available.
  2. The company will endeavor to provide appropriate and fair response to queries on news reports and request for verification of market romours by regulatory authorities.
  3. The company will ensure that information shared with analysts and research personnel is not UPSI in relation to the company.
  4. The company will develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relation conferences on the Company’s website houseofmanohar.com to ensure official confirmation and documentation of disclosures made. Details of quarterly concall and concall transcripts with analyst and relating to investor relation conferences, if any, will be made available on the company’s website.
  5. UPSI in relation to the company shall be handled on a need-to-know basis.
  6. The UPSI can be shared as an exception by an Insider for legitimate purposes, in the ordinary course of business of the company. Policy for determination of legitimate purposes for which UPSI can be shared, has been formulated and mentioned below.
  7. The Board of Directors of the company, in sync with applicable laws, rules and regulations, may amend/ substitute any provisions with new provisions or replace the entire code with a new code. Any amendment to the code, upon approval by the Board of the Company shall be intimated to the Stock Exchanges and shall also be updated on the company’s website.

 

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

 UPSI may be communicated or provided or allowed access to, any person(s) authorized by the Board of Directors or Chief Investor Relation Officer (CIRO) of the company only where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

The term ‘Legitimate Purpose’ shall include sharing of UPSI in the ordinary course of business with the company’s partners, collaborators, lenders, including prospective lenders customers, suppliers, merchant bankers, legal advisors, auditors, credit rating agencies, potential investors, insolvency professionals and other advisors, service providers or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

Whether sharing of UPSI for a particular instance is pursuant to “Legitimate Purpose” or not, would entirely depend on the specific facts and circumstances of each case. Primarily, the following factors should be considered while sharing the UPSI:

  1. Whether sharing of such UPSI is in the ordinary course of business of the company or for discharge of legal obligations;
  2. Whether sharing of such UPSI is in the interest of the company or in furtherance of a genuine commercial purpose;
  3. Whether the nature of such UPSI being shared is commensurate to the purpose for which access is sought to be provided to the recipient;
  4. Whether sharing of such UPSI for any other genuine or reasonable purpose as may be determined by the CIRO of the company;
  5. Sharing of UPSI for any other purpose as may be prescribed under the Securities Regulations or Company Law or any other Law for the time being in force, in this behalf, as may be amended from time to time.

Any person in receipt of UPSI pursuant to ‘Legitimate Purpose’ shall be considered Insider for the purpose of these Regulations and due notice shall be given to such person to maintain confidentiality of such UPSI in compliance with the Regulations.

RESTRICTION ON COMMUNICATION AND TRADING BY INSIDERS

For sharing of UPSI for a legitimate purpose, the company shall ensure that, before sharing the information, the parties shall sign a Non-Disclosure Agreement that enforce confidentiality and non-disclosure obligations. These parties must keep the received information confidential and must not trade in the company’s securities which in possession of UPSI.

LEAKAGE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

If it is found/ suspected that the UPSI has been leaked by any insider or becoming aware of leak/ suspected leak or actual content of UPSI through any source, the company shall set up an inquiry in the matter

The Compliance Officer shall promptly bring it to the notice of Chairman of the Audit Committee and to the Chairman of the Board of Directors of the company about the leakage/ suspected leakage/ becoming aware of UPSI.

The company may seek assistance of external consultant/ investigator to enquire into the matter. Upon the outcome of the enquiry, the Compliance Officer shall inform the Board of Directors promptly the results of such inquiries and the company make take appropriate actions as directed by the Audit Committee/ Board of Directors.

Simultaneously, the Compliance Officer shall inform all the Stock Exchanges where its securities are listed, of such leaks, relevant inquiries and results of such inquiries.

AMENDMENT

Any change in policy shall be approved by the Board of the Company. The board shall have the right to withdraw/ and or amend any part of this policy or the entire policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of this policy are contrary to or inconsistent with the provisions of Companies Act, 2013 rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of statutory provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the company i.e. www.houseofmanohar.com