This Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code’) has been adopted by the Board of Directors of TIL Limited (‘the Company’) pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, effective 15th May, 2015.
The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.
Words and expressions used and not defined in the Code but defined in the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and the Rules and Regulations made there under shall have the meanings respectively assigned to them in those legislation.
Principles of Fair Disclosure
The Company shall adhere to the following principles to ensure timely and fair disclosure of Unpublished Price Sensitive Information:
- Prompt public disclosure of unpublished price sensitive information that would impact price discovery, as soon as it has credible and concrete information, in order to make such information generally available.
- Uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure.
- Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
- Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information. The Company shall be careful while answering to the queries of analysts. Unanticipated questions shall be taken on notice and a considered response shall be given later.
- Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the Company’s website to ensure official confirmation and documentation of disclosures made.
- Handling of all unpublished price sensitive information on a need-to-know basis. Unpublished price sensitive information shall be disclosed to Company officials only after a proper clarification is sought as to the purpose for which the information is needed.
Monitoring and Co-ordination
The Company Secretary shall act as the Chief Investor Relations Officer (CIO) and will be responsible for ensuring that the Company complies with the continuous disclosure requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Code. He shall also be responsible for overseeing, monitor & co-ordinating dissemination of disclosure of price sensitive information to Stock Exchanges where the securities of the Company are listed (‘The Stock Exchanges’) and stakeholders.
Powers & Duties of Chief Investor Relations Officer (CIO)
- Other than information which is price sensitive in accordance with the Companies Act 2013, the SEBI (Prohibition of Insider Trading) Regulations, 2015 or any other applicable law for the time being in force, the CIO in consultation with the Managing Director & Chief Financial Officer (CFO) shall decide whether an information is price sensitive or not.
- The CIO shall ensure that disclosure to Stock Exchanges is made promptly.
- All information disclosure/dissemination may normally be approved in advance by the CIO. In case information is accidentally disclosed without prior approval of CIO, the person responsible shall immediately inform the CIO.
- The CIO shall ensure that no unpublished price sensitive information is disclosed selectively to any one or group of research analysts or investors to the disadvantage of other stakeholders.
- Any queries or requests for verification of market rumours by the Regulatory Authorities shall be forwarded to the CIO, who shall decide on the clarification to be provided.
- The CIO shall decide whether a public announcement is necessary for verifying or denying rumours.
The Board of Directors of the Company may subject to applicable laws amend / substitute any provision(s) with a new provision(s) or replace the Code entirely with a new Code.
In any circumstance where the terms of the Code differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over the Code.
The Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges.