Policy for inquiry in case for leak of UPSI

  1. Home
  2. »
  3. Policy for inquiry in case for leak of UPSI

1. INTRODUCTION

Regulation 9A (5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015  (“SEBI PIT Regulations”) mandates every listed company to formulate a written  policy and procedure for inquiry in case of leak of Unpublished Price Sensitive  Information (‘UPSI’) or suspected leak of UPSI (the ‘Policy’) and initiate appropriate  inquiries on becoming aware of leak or suspected leak of UPSI and inform the  Securities Exchange Board of India (SEBI) and the Stock Exchanges promptly of such  leaks, inquiries and results of such inquiries.  

In this regard, Board of Directors of Anthem Biosciences Limited (“Company”) duly  approved the laid down policy for procedure of inquiry in case of leak of Unpublished  Price Sensitive Information (‘the policy’).  

2. Scope

 This Policy deals with 

2.1. Formulating procedures for inquiry such as initiating inquiry, reporting, etc. in case of  leak or suspected leak of UPSI.  

2.2. Strengthening the internal control system to prevent leak of UPSI  

2.3. Penalizing any insider who appears to have found guilty of violating this Policy, apart  from any action that SEBI may initiate/ take against such person.

3. Definitions

3.1. “Audit Committee” means the audit committee constituted by the Board of Directors  of the Company, in accordance with Section 177 of the Companies Act, 2013 &  Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,  2015.  

3.2. “Board of Directors” means the Board of Directors of the Company as constituted  from time to time.  

3.3. “CEO” means the Chief Executive Officer of the Company. 

3.4. “CFO” means the Chief Financial Officer of the Company.  

3.5. “Compliance officer” means Company Secretary of the Company or such other  person appointed by the Board, for the purpose of the Regulations. In the absence of  the Company Secretary, the Board may authorise such other officer of the Company to  discharge the duties of Compliance Officer under the Regulations.  

3.6. “Delinquent” means the person or persons against or in relation to whom an inquiry is  initiated in case of leak or suspected leak of UPSI.  

3.7. “Insider” means Insider as defined under the SEBI PIT Regulations.  

3.8. “Inquiry Committee” means the committee set up in terms hereof to conduct inquiry  against any case of leak or suspected leak of UPSI.  

3.9. “Leak of UPSI” means communication of information which is/deemed to be UPSI  by any person, who is in possession of UPSI, to any other person, directly or  indirectly, overtly or covertly or in any manner whatsoever, except for legitimate  purposes, performance of duties or discharge of legal obligations.  

3.10. “Regulations” shall mean SEBI (Prohibition of Insider Trading) Regulations, 2015 as  amended from time to time.  

3.11. “SEBI” means Securities and Exchange Board of India constituted under Securities  and Exchange Board of India Act, 1992.  

3.12. “Stock Exchange” shall mean the stock exchanges on which the Securities of the  Company are listed.  

3.13. “Unpublished price sensitive information (UPSI)” means any information, relating  to the 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 of the Company and shall, ordinarily include but not restricted to,  information relating to the following: 

  • financial results; 
  • dividends; 
  • change in capital structure; 
  • mergers, de-mergers, acquisitions, de-listings, disposals and expansion of  business award or termination of order/contracts not in the normal course of  business and such other transactions;changes in key managerial personnel other  than due to superannuation or end of term, and resignation of a Statutory  Auditor or Secretarial Auditor; 
  • change in rating(s), other than ESG rating(s); 
  • fund raising proposed to be undertaken; 
  • agreements, by whatever name called, which may impact the management or  control of the company; 
  • fraud or defaults by the company, its promoter, director, key managerial  personnel, or subsidiary or arrest of key managerial personnel, promoter or  director of the company, whether occurred within India or abroad; 
  • resolution plan/ restructuring or one time settlement in relation to  loans/borrowings from banks/financial institutions; 
  • admission of winding-up petition filed by any party /creditors and admission of  application by the Tribunal filed by the corporate applicant or financial creditors  for initiation of corporate insolvency resolution process against the company as  a corporate debtor, approval of resolution plan or rejection thereof under the  Insolvency and Bankruptcy Code, 2016; 
  • initiation of forensic audit, by whatever name called, by the company or any  other entity for detecting mis-statement in financials, misappropriation/  siphoning or diversion of funds and receipt of final forensic audit report; 
  • action(s) initiated or orders passed within India or abroad, by any regulatory,  statutory, enforcement authority or judicial body against the company or its  directors, key managerial personnel, promoter or subsidiary, in relation to the  company; 
  • outcome of any litigation(s) or dispute(s) which may have an impact on the  company; 
  • giving of guarantees or indemnity or becoming a surety, by whatever named  called, for any third party, by the company not in the normal course of business;
  • granting, withdrawal, surrender, cancellation or suspension of key licenses or  regulatory approvals. 
  • such other information as may be determined by the Board/CEO/CFO or  Compliance Officer from time to time. 

Explanation: For identification of events enumerated in this clause as  unpublished price sensitive information, the guidelines for materiality referred  at paragraph A of Part A of Schedule III of the Securities and Exchange Board  of India (Listing Obligations and Disclosure Requirements) Regulations, 2015  as may be specified by the Board from time to time and materiality as referred  at paragraph B of Part A of Schedule III of the Securities and Exchange Board  of India (Listing Obligations and Disclosure Requirements) Regulations, 2015  shall be applicable.

3.14. “Whistle Blower” means any person making a disclosure under the Whistle Blower  Policy.  

3.15. “Working days” means working days of the Company.  

Capitalized terms not defined herein shall have the meaning assigned to them under  the SEBI PIT Regulations, the Securities and Exchange Board of India Act, 1992, the  Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the  Companies Act, 2013, and the rules and regulations made thereunder:  

4. Sharing of UPSI:

(i) A person who is covered under the policy and who is in possession of or  has access to the UPSI, shall share the UPSI only for legitimate purposes,  performance of duties or discharge of legal or statutory obligations, in  adherence to the policy.  

(ii) When any UPSI is shared, it must be recorded in the Structured Digital  Database of the Company in the manner as prescribed in the policy.  

(iii) Any non-compliance with sub clauses above will be construed as leakage  of UPSI.  

5. Procedure for inquiry in case of Leak or suspected Leak of UPSI

5.1. Source of information relating to leak of UPSI  

Any Member of the Inquiry Committee may on becoming aware suo moto or on  receipt of a written intimation of leak or suspected leak of UPSI from:  

 (i) The Delinquent;  

(ii) any other person, including employees of the Company;  

(iii) Whistle Blower in terms of Company’s Whistle Blower Policy; (iv) Registrar and Share Transfer Agent, Depository, Stock Exchange, Regional  Director, Registrar of Companies, regulatory / statutory authority or any other  department of Central or State Government based on the complaint received  from a Whistle Blower, 

shall follow the below-mentioned procedure in order to inquire and/or investigate the  matter.  

5.2. Preliminary Inquiry 

The object of preliminary inquiry is fact-finding, to establish prima facie case based on  the information or complaint about leak or suspected leak of UPSI.  

The Inquiry Committee shall ascertain the truth or otherwise of the allegations  contained in the information or complaint, if any, and collect necessary available  material in support of the allegations, and thereafter decide whether there is  justification to initiate further inquiry. The said inquiry shall be completed within 2  working days from the date of receipt of such intimation. In the event, the Inquiry  Committee considers the complaint or information baseless or frivolous, it shall  dismiss the Inquiry. The Compliance Officer shall intimate SEBI and the Stock  Exchanges about such Leak of UPSI.  

5.3. Detailed Inquiry  

If the prima facie is established, the Inquiry Committee shall proceed to conduct a  detailed inquiry. The Inquiry Committee shall appoint and/ or authorise the  Compliance Officer or any other person(s) as it may deem fit, to collect the relevant  facts, materials and documents substantiating actual or suspected leak of UPSI.  

The Inquiry Committee shall complete the inquiry within 15 (fifteen) working days or  period of time as reasonably deemed fit by the Inquiry Committee from the date of  receipt of such intimation. The Inquiry Committee shall submit its decision thereof  along with its recommendation of any disciplinary or other actions as may be  necessary. The Compliance Officer shall simultaneously intimate SEBI and the Stock  Exchanges about such Leak or suspected Leak of UPSI.  

5.4. Inquiry Committee  

 Inquiry Committee shall consist of the following persons- 

  • Chairman of the Board 
  • CEO and CFO 
  • Compliance Officer 
  • Any other person nominated by Committee  

 

Inquiry Committee may seek advice of any other person as it may deem fit for  completion of any inquiry. If any member of Inquiry Committee has a conflict of 

interest in any given case, then he/she shall recuse himself/herself and other members  of Inquiry Committee shall proceed with the inquiry in such member’s absence.  

6. Duties of a Compliance Officer

 The Compliance Officer shall be responsible for:  

  1. overseeing the Compliance of this Policy;  
  2. informing the Board of Directors about any incident of the actual or suspected  leak of UPSI; 
  3. reporting the incident of the actual or suspected leak of UPSI to SEBI and Stock  Exchanges 
  4. and outcome of the preliminary and detailed inquiry.  

7. Duties of the Inquiry Committee

The Inquiry Committee shall be responsible:  

(i) to conduct inquiry to ascertain the truth or otherwise, contained in the  information or complaint pertaining to the actual or suspected leak of UPSI;  (ii) to authorise any person(s) to collect necessary evidence;  

(iii) to keep the identity of the Suspect confidential till the completion of inquiry  unless it is essentially required for the purpose of investigation;  

(iv) to provide opportunity of being heard to the Suspect, during the inquiry  proceedings; and  

(v) to notify the Suspect of the allegations at the outset of an internal  investigation and provide him with the opportunity to represent his case  himself and submit evidence. 

8. Powers of the Inquiry Committee

 For the purpose of conducting inquiry, the Inquiry Committee may:   

8.1. call upon 

  • Such employees/individuals to seek clarification or information pertaining to the  leak. 
  • person(s) involved in originating, processing and dissemination of relevant  information;
  • Any other persons who had access to the information. 
  • any market intermediaries, fiduciaries and other person(s)/ entity(ies) who have  access to UPSI.  

8.2. At its discretion, invite external investigators/experts.  

8.3. Take necessary actions including sending the Delinquent on leave, restrict physical  access to the office premise, freeze access to systems, electronic devices, emails, etc.,  during the pendency of the investigations for fair conduct of the proceedings.  

8.4. To take disciplinary action thereon including the wage freeze, suspension, recovery,  claw back, termination etc.  

8.5. Keep the identity of the Delinquent confidential till the completion of inquiry unless it  is essentially required for the purpose of investigation.  

8.6. Notify the Delinquent of the allegations at the outset of internal investigation and  provide him opportunity to represent his case and submit evidence.  

8.7. Do all such acts, deeds, matters and things as are necessary for the purpose of conduct  of inquiry.  

 

9. Rights and Obligations of the Delinquent

9.1. The Delinquent shall- 

  • Co-operate with the Inquiry Committee during the investigation process. 
  • Have a right to consult with a person or persons of his choice, other than members  of Inquiry Committee. 
  • Right to be informed of the outcome of the investigation.  

9.2. The Delinquent(s) shall not to interfere with the investigation. Evidence shall not be  withheld, destroyed or tampered with and witnesses shall not be influenced, coached,  threatened or intimidated by the Delinquents.  

9.3. Unless there are compelling reasons not to do so, Delinquent will be given the  opportunity to respond to material findings contained in investigation report. No 

allegation of wrongdoing against a Delinquent shall be considered as maintainable  unless there is good evidence in support of the allegation.  

10. Consequences of non-compliance

10.1. On receipt of report of Inquiry Committee, the Compliance Officer shall forthwith  forward such report to Audit Committee.  

10.2. The disciplinary action against Delinquent may be taken within 15 days from receipt  of investigation report by Audit Committee or any other person authorized by the  Board of the Company.  

10.3. The disciplinary action may include wage freeze, suspension, recovery, claw back,  ineligibility for future participation in the Company’s stock option plans or  termination, as may be decided by the Audit Committee or the Board of the Company.  

10.4. SEBI or any other appropriate regulatory authority would also be informed of such  violation who may take appropriate action against the Delinquent.  

11. Documentation and Reporting

11.1 The Inquiry Committee shall prepare a detailed written report of investigation of each  instance of Leak of UPSI. The report shall include:  

  1. a) Facts of the matter;  
  2. b) Findings of the investigation;  
  3. c) Disciplinary/other action(s) to be taken against any person; and  
  4. d) Any corrective actions required to be taken.  

11.2 The details of the inquiries made in these cases and results of such inquiries shall be  informed to the Audit Committee and the Board of Directors of the Company. Further,  the Company shall inform the SEBI promptly of such leaks, inquiries and results of  such inquiries in the format as set out in “Annexure A” to this Policy.  

12. Amendment

The Board reserves the right to amend or modify the Policy in whole or in part, at any  time without assigning any reason whatsoever. However, no such amendment or  modification will be binding unless the same is notified in writing. In case of any  amendment(s), clarification(s), circular(s) etc. issued by the relevant statutory,  governmental and regulatory authorities are not consistent with the provisions laid  down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall  prevail upon the provisions hereunder. 

Annexure A