Code of Fair Disclosure

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Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

  1. PREFACE

    This Code has been framed in pursuance to the Regulation 8 (1) of Chapter IV of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to give effect to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

  2. OBJECTIVE

    The objective of this Code is to formulate a framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its securities.

  3. PRACTICES AND PROCEDURES

    The following Principles of Fair Disclosure for the purposes of “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” shall be strictly followed by the Company.
    • 3.1. Company Secretary / Compliance Officer shall ensure the prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such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.
    • 3.2. The Company shall without any deviation follow uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure.
    • 3.3. The Company Secretary and/or Chief Financial Officer of the Company isthe designated officer of the Company to deal with the dissemination of the information and disclosure of unpublished price sensitive information.
    • 3.4. If any unpublished price sensitive information gets disclosed selectively, inadvertently or otherwise then the same shall be promptly rectified and correct information shall be promptly disseminated.
    • 3.5. The Company Secretary and/or Chief Financial Officer of the Company are the only authorized person to provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
    • 3.6. Every concerned personnel of the Company shall ensure that the information shared with analysts and research personnel is not unpublished price sensitive information.
    • 3.7. The Company shall wherever possible ensure to make the transcripts or record the proceedings of the meeting held with analysts, conferences held with any investors. The transcripts or records shall be displayed on the official website of the Company.
    • 3.8. Every concern personnel of the Company shall ensure that all the unpublished price sensitive information shall be handled on strict principle of need to know basis.

  4. LEGITIMATE PURPOSE

    The Unpublished Price Sensitive Information can be shared as an exception by an Insider for Legitimate purposes as per its "Policy for determination of Legitimate Purposes” (Annexure 1), provided it is not shared to evade or circumvent the prohibition under this Regulation.

  5. LEAK/SUSPECTED LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION

    The Board has formulated written policy for initiating appropriate inquiries on becoming aware of leak/suspected leak of unpublished price sensitive information (Annexure 2).

  6. CODE OF CONDUCT

    The Company shall adhere to the prescribed standards for code of conduct to regulate, monitor and report trading by insiders, designated employees and all other applicable persons and entities.

  7. CHIEF INVESTOR RELATIONS OFFICER

    The Company Secretary and/or Chief Financial Officer of the Company are been designated / called as "Chief Investor Relations Officer” to deal with dissemination of information and disclosure of unpublished price sensitive information.

  8. APPROVED AND ADOPTED

    This Policy has been approved and adopted by the Board on, March 26, 2019 and is applicable from April 1, 2019.
     

Annexure 1

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

[Pursuant to Regulation 3 (2A) of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018]

  1. PREFACE

    This Policy, as a part of "Codes of Fair Disclosure and Conduct” formulated under Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015, will be known as "Policy for Determination of Legitimate Purposes" hereinafter referred to as the "Policy”.
    This Policy is prepared in accordance with Regulation 3(2A) of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

  2. OBJECTIVE

    The objective of this policy is to identify ‘Legitimate Purposes’ for performance of duties or discharge of legal obligations, which will be considered as exception for the purpose of procuring unpublished price sensitive information (UPSI) relating to the Company or its listed securities or proposed to be listed securities, if any.

  3. DEFINITION

    • 3.1. 3.1."Legitimate Purposes" shall mean sharing of UPSI in the ordinary course of business by an Insider with the following, provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations:
      • 3.1.1. Promoters of the Company
      • 3.1.2. Auditors (Statutory, Internal, Branch, Cost, Secretarial, GST and any other Auditor as applicable)
      • 3.1.3. Staff Members of the Audit firm/team conducting the Audit
      • 3.1.4. Collaborators
      • 3.1.5. Lenders
      • 3.1.6. Customers
      • 3.1.7. Suppliers
      • 3.1.8. Bankers
      • 3.1.9. Legal Advisors
      • 3.1.10. Insolvency Professionals
      • 3.1.11. Consultants
      • 3.1.12. Any other advisors/consultants/partners
      • 3.1.13. Any other person with whom UPSI is shared
    • 3.2. "Insider"- Any person in receipt of UPSI pursuant to a "legitimate purpose" shall be considered as an "insider” for purpose of these regulations and due notice shall be given to such persons (Insiders) to maintain confidentiality of such unpublished price sensitive information in compliance with these regulations.

  4. DIGITAL DATABASE

    The Board of Directors shall ensure that a structured digital database is maintained containing the names of such persons or entities, as the case may be, with whom Unpublished Price Sensitive Information is shared under Regulation 3 along with the Permanent Account Number (PAN) or any other identifier authorized by law, where PAN is not available. Such database shall be maintained with adequate internal controls and checks, such as time stamping, audit trails, etc. to ensure nontampering of the database.

  5. RESTRICTIONS ON COMMUNICATION AND TRADING BY INSIDERS

    The Board of Directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, and shall not otherwise trade in securities of the company when in possession of unpublished price sensitive information.

  6. AMENDMENT

    The Board of Directors of the Company, subject to applicable laws, rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Policy with a new Policy.
    In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.
    This Policy and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges, if required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.

  7. APPROVED AND ADOPTED

    This Policy has been approved and adopted by the Board on, March 26, 2019 and is applicable from April 1, 2019.

 

Annexure 2

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“UPSI”)

[Under Regulation 9A of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018]

  1. BACKGROUND

    The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 has mandated every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate inquiries on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.
    In this regard, Board of Directors have laid down this policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (‘the policy’), for adoption.

  2. OBJECTIVE

    • 2.1 To strengthen the internal control system to prevent leak of UPSI.
    • 2.2 To restrict and prohibit the practice of sharing of UPSI, with the un-authorized person, which originates from within the company and which affects the market price of the Company as well as loss of reputation and investors’ / financers’ confidence in the company.
    • 2.3 To have a uniform code to curb the un-ethical practices of sharing UPSI by Insiders, Employee(s) & Designated Persons with any person, Firm, Company or Body Corporate.
    • 2.4 To initiate inquiry in case of leak of UPSI or suspected leak of UPSI and inform the same to the Securities and Exchange Board of India (“SEBI”) promptly.
    • 2.5 To penalize any Insider, Employee & Designated Persons who appears to have found guilty of violating this policy.

  3. SCOPE

    The Company endeavours to preserve the confidentiality of un-published price sensitive information (UPSI) and to prevent misuse of such information. The Company shall strive to restrict and prohibit the practice of sharing of UPSI which originates from within the Company by any promoter, director, key managerial person, Insider, employee, designated person, support staff or any other known or unknow person(s) with any un-authorized person which affects the market price of the Company as well as causes loss of reputation and investors’ / financers’ confidence in the Company.

  4. DEFINITIONS

    • 4.1 Chief Investor Relation Officer shall mean the Company Secretary and Chief Financial Officer of the Company appointed by the Board of Director under Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
    • 4.2 Leak of UPSI shall mean communication of information which is / shall be UPSI by any Insider, Employee & Designated Persons or any other known or unknown person to any person other than a person(s) authorized by the Board after following the due process prescribed in this behalf in the Code of Practices Fair Disclosure of the Company and /or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.
    • 4.3 Support Staff shall include IT staff,secretarial staff and Accounts and Finance Department staff who have access to unpublished price sensitive information.
    • 4.4 Un-published Price Sensitive Information (“UPSI”) shall mean any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily include but not restricted to, information relating to the following:
      • 4.4.1 Periodical financial results of the Company;
      • 4.4.2 Intended declaration of dividends (Interim and Final);
      • 4.4.3 Change in capital structure i.e. Issue of securities, buy - back of securities or any forfeiture of shares or change in market lot of the Company’s shares;
      • 4.4.4 Mergers, De-mergers, Amalgamation, Acquisitions, De-listing of Securities, Scheme of Arrangement or Takeover, disposals, spin off or selling division of whole or substantially whole of the undertaking and expansion of business and such other transactions;
      • 4.4.5 Any major expansion plans or execution of new projects or any significant changes in policies, plans or operations of the Company;
      • 4.4.6 Changes in key managerial personnel;
      • 4.4.7 Material events in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
      • 4.4.8 Any other matter as may be prescribed under the Listing Regulations and/or Corporate Law to be price sensitive, from time to time.

  5. DUTIES OF CHIEF INVESTOR RELATIONS OFFICER

    The Chief Investor relations Officer shall be responsible to;
    • 5.1 Oversee the Compliance of this policy.
    • 5.2 Report the incident of actual or suspected leak of UPSI to the Securities and Exchange Board of India.
    • 5.3 Intimate the incident of actual or suspected leak of UPSI to the Stock Exchanges.
    • 5.4 To co-ordinate with and disclose the relevant facts of the incident of actual or suspected leak of UPSI to the Enquiry committee.

  6. DISCLOSURE OF ACTUAL OF SUSPECTED LEAK OF UPSI TO STOCK EXCHANGES

    On becoming aware of actual or suspected leak of Unpublished Price Sensitive Information of the Company, the CIO shall ensure that the same shall be promptly intimated to the Stock Exchanges on which the securities of the Company are listed in the format as set out in “Annexure A” to this policy.

  7. REPORT OF ACTUAL OF SUSPECTED LEAK OF UPSI TO SEBI

    On becoming aware of actual or suspected leak of Unpublished Price Sensitive Information of the Company, the Chief Investor relations Officer shall ensure that a report on such actual or suspect leak of UPSI, preliminary enquiry thereon and results thereof shall be promptly made to the SEBI in the format as set out in “Annexure B” to this policy.

  8. CONSTITUTION OF ENQUIRY COMMITTEE

    The Board of Directors or any Committee authorized by them in this behalf, shall constitute a committee to be called as “Enquiry Committee”. The Enquiry Committee shall consist of minimum 3 (three) Members which shall include Executive Director, Chief Financial Officer and Company Secretary and any other officer of the Company as may be mutually decided by the members of the Committee.

  9. DUTIES OF ENQUIRY COMMITTEE

    The Enquiry Committee shall be responsible-:
    • 9.1 To conduct a preliminary enquiry to ascertain the truth contained in the information or complaint pertaining to actual or suspected leak of UPSI, if any.
    • 9.2 To authorize any person to collect necessary support material;
    • 9.3 To decide disciplinary action thereon.

  10. PROCEDURE FOR ENQUIRY IN CASE OF LEAK OF UPSI

    On becoming aware of suo moto or otherwise, of actual or suspected leak of Unpublished Price Sensitive Information of the Company by any promoter, director, key managerial person, Insider, employee, designated person, support staff or any other known or un-know person, the Chief Investor relations Officer after informing the same to the Executive Director of the Company, shall follow the below mentioned procedure in order to enquire and/or investigate the matter to ensure-:
     
    • 10.1 Preliminary Enquiry:
    Preliminary enquiry is a fact-finding exercise. The object of preliminary enquiry is to ascertain the truth or otherwise of the allegations contained in the information or complaint, if any, and to collect necessary available material in support of the allegations, and thereafter to decide whether there is justification to embark on any disciplinary action.
    The Enquiry Committee shall appoint and/or authorize any person(s), as it may deem fit, to initiate/conduct an enquiry to collect the relevant fact, material substances on actual or suspected leak of UPSI.
     
    • 10.2 Report of Preliminary Enquiry to the Enquiry Committee:
    The Person(s) appointed/authorized to enquire the matter of actual or suspected leak of UPSI submit his/her report to the Enquiry Committee within 7 working days from the date of his appointment on this behalf.
     
    • 10.2 Disciplinary Action:
    The Disciplinary action(s) shall include, wage freeze, suspension, recovery, termination of employment contract/agreement etc., as may be decided by the Members of the Committee.

  11. AMENDMENT

    The Board of Directors of the Company, subject to applicable laws, rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Policy with a new Policy.
    In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.
    This Policy and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges, if required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.

 

Annexure A

FORMAT FOR INTIMATION OF ACTUAL OR SUSPECTED LEAK OF UPSI TO THE STOCK EXCHANGES

To,

BSE Limited
National Stock Exchange of India Limited
Dalal Street
Mumbai - 400 001


Scrip Code: 517562
Scrip ID: TRIGYN

National Stock Exchange of India Limited
“Exchange Plaza”
Bandra Kurla Complex,
Bandra (East),
Mumbai - 400 051

Company Code: TRIGYN

Sub: Intimation of actual or suspected leak of UPSI pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Dear Sir / Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, we are reporting actual or suspected leak of Unpublished Price Sensitive Information (UPSI) of the Company, as follows;

Name of Offender, if known  
Name of Organization  
Designation
(Employee, Insider, Designated Person or any other)		  
Nature of Information  
Whether any action initiated by the Company?
If yes, narration of the same		 Yes/No

Request you to kindly take the aforementioned on your records.
Thanking you,

Yours faithfully
For Trigyn Technologies Limited


Company Secretary & Compliance Officer

 

Annexure B

FORMAT FOR REPORTING ACTUAL OR SUSPECTED LEAK OF UPSI TO THE SEBI

To,
Securities and Exchange Board of India
Plot No. C 4-A, G Block,
Near Bank of India, Bandra Kurla Complex,
Bandra East, Mumbai – 400 051

Ref.: BSE Scrip Code No. 517562 and NSE Symbol TRIGYN

Sub: Report of actual or suspected leak of UPSI pursuant to regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation, 2015

Dear Sir / Madam,

Pursuant to Regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation, 2015, we are reporting actual or suspected leak of Unpublished Price Sensitive Information (UPSI) of the Company, as follows;

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, we are reporting actual or suspected leak of Unpublished Price Sensitive Information (UPSI) of the Company, as follows;

Name of Offender, if known  
Name of Organization  
Designation
(Employee, Insider, Designated Person or any other)		  
Nature of Information  
Whether any action initiated by the Company?
If yes, narration of the same		 Yes/No

Request you to kindly take the aforementioned on your records.
Thanking you,

Yours faithfully
For Trigyn Technologies Limited


Company Secretary & Compliance Officer