Code of Practices & Procedures for Fair Disclosure of UPSI
1. INTRODUCTION
In accordance with Regulation 8 read with Schedule A of the Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) as amended requires every listed company to formulate a Code of Practices and Procedures for Fair Disclosure of UPSI. Accordingly, the Board of Anthem Biosciences Limited has formulated and adopted this Code to ensure timely and adequate disclosure of UPSI.
2. OBJECTIVE OF THE CODE OF FAIR DISCLOSURES
The Code aims to formulate a framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s Securities, including the Unpublished Price Sensitive Information and maintain uniformity, transparency and fairness in dealing with stakeholders, determine legitimate purposes for sharing UPSI and ensure adherence to applicable laws and regulations.
3. DEFINITIONS
i. “Act” means the Companies Act, 2013.
ii. “Board” means the Board of Directors of the Company.
iii. “Code” means this code of practices and procedures for fair disclosure of UPSI.
iv. “CFO” means Chief Financial Officer of the Company
v. “Compliance Officer” means Company Secretary or any senior officer, designated so and reporting to the Board, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the PIT Regulations, and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules of preservation of UPSI, monitoring of trades and the implementation of the codes specified under the PIT Regulations under the overall supervision of the Board.
vi. “Company” means Anthem Biosciences Limited.
vii. “Connected Person” shall have the meaning assigned under SEBI PIT Regulations.
viii. “Designated Person” means employees and connected persons designated based on their functional role.
ix. “Generally Available Information” means information accessible to the public on a non-discriminatory basis.
x. “Securities” shall have the meaning assigned under the Securities Contracts (Regulation) Act, 1956.
xi. “Trading Day” means a day on which recognized stock exchanges are open for trading.
xii. “Insider” means any person who is:
a. a connected person; or
b. in possession of or having access to Unpublished Price Sensitive 1 Information
xiii. “Managing Director” shall mean the Managing Director of the Company
xiv. “Unpublished Price Sensitive Information or UPSI” shall have the same meaning as assigned to it under the PIT Regulations, as amended from time to time.
For the purpose of this Code, UPSI shall include 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.
Without prejudice to the generality of the definition provided under the PIT Regulations, the Compliance Officer may also, from time to time, determine any other information as being UPSI based on its potential to materially affect the price of the Company’s securities
All terms used but not defined herein shall have the meaning ascribed to such term under the PIT Regulations and the Code of Conduct for Prevention of Insider Trading of the Company formulated under Regulation 9 of the PIT Regulations (“Insider Code”). In case of any discrepancy between the PIT Regulations and the terms defined herein, the meaning as ascribed under the PIT Regulations, shall prevail
4. CHIEF INVESTOR RELATIONS OFFICER (CIRO)
The Company Secretary or such other senior person appointed by the Managing Director / Chief Executive Officer/ Chief Financial Officer from time to time, shall act as the Chief Investor Relations Officer and shall work under the guidance of the Chairman and the Board of Directors for ensuring compliance with this Code.
The CIRO would be responsible for:
a. Ensuring timely, uniform and universal dissemination of information, including UPSI, to avoid selective disclosure;
b. Ensuring compliance with the Code and reporting instances of violations to the Compliance Officer;
c. Along with the Compliance Officer, overseeing and monitoring sharing of Company information, including UPSI, and sensitizing employees on disclosure protocols and procedures;
d. Reviewing the disclosure controls and processes to ensure effective compliance with the Code and the PIT Regulations; and
e. In consultation with the Board/senior management, assessing the materiality, timing, adequacy and any required updates in relation to disclosures proposed to be made by the Company.
The CIRO shall strictly observe the timelines stipulated in terms of the SEBI regulatory framework with respect to prior intimations / notices / notifications and disclosures to ensure prompt disclosure of any UPSI that gets disclosed selectively / inadvertently.
5. PURPOSE AND SCOPE
Prompt public disclosure of UPSI
UPSI shall be disclosed to the Stock Exchanges by the CIRO and disseminated promptly on a continuous basis as soon as credible and concrete information comes into being in order to make such information generally available. For the purposes of timely disclosures of UPSI and other material events, the Company shall follow the timelines as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Uniform and Universal dissemination of UPSI to avoid selective disclosure
The UPSI shall be disseminated uniformly and universally to all stakeholders through Stock Exchanges and by posting the same on official website of the Company. The Company shall use its best endeavors to avoid selective disclosure of UPSI. However, if any information gets disclosed selectively or inadvertently or otherwise, it should be brought to the notice of the CIRO, and such information shall be made generally available through dissemination of the same to Stock Exchanges and/or by posting the same on the official website of the Company as soon as practicable.
Procedures for responding to any queries on news reports and/or requests for verification of market rumors by regulatory authorities
i. Appropriate, fair and prompt response shall be submitted to queries and/ or requests for verification of market rumors received from regulatory authorities or otherwise, in line with the applicable regulatory framework.
ii. The CIRO shall, on receipt of requests as aforesaid, consult the CEO/ Managing Director/CFO and respond to the same without any delay.
iii. Such replies shall be signed by the CIRO or in absence of CIRO, by the CFO or any other person as identified by the CIRO for the time being.
iv. In case the query/request has been received from any Stock Exchange, a copy of such reply shall be sent to other stock exchange(s) also where equity shares of the Company are listed, if any, by the CIRO.
v. The CIRO shall oversee all public disclosures by the Company. He/ she shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumors and then making the appropriate disclosures in this regard.
Timely reporting of shareholdings / ownership and changes in ownership
The CIRO shall be responsible for ensuring that disclosures of shareholdings/ownership of major shareholders and disclosure of changes in ownership as required under the Regulations and / or any other rules/regulations made under the Securities and Exchange Board of India Act, 1992 are made in a timely and adequate manner.
Procedures for Disclosure / dissemination of Information to analysts, Institutional Investors and research personnel
i. The Company will ensure that information shared with analysts, research personnel, and institutional personnel, as part of any engagement/ interaction with them, does not contain any UPSI. If any UPSI is shared with analysts, research personnel and institutional investors, the same should be simultaneously made public by way of disclosure to the Stock Exchanges as well as on the website of the Company.
ii. The Company will also ensure that it has appropriate systems in place to record the transcripts of conference call(s) and meetings held between the management of the Company and the analysts and other investor relations conferences and disclose it to the Stock Exchanges and host it on the website of the Company, in line with the applicable regulatory framework and the internal policies of the Company.
iii. Extra caution shall be taken while dealing with analysts’ questions that raise issues outside the intended scope of discussion. Any unanticipated questions may be noted, and a considered response be given later in consultation with the CIRO. If the answer includes UPSI, a public announcement should be made before responding.
iv. The Company shall develop best practices to make adequate disclosures on the official website to ensure that official confirmation and documentation of disclosures is made.
Handling of UPSI on a need-to-know basis
i. UPSI shall be made available to relevant persons / entities strictly on a need-to-know basis, and in line with any other applicable codes, policies and procedures of the Company, including, specifically, this Code and the Insider Code.
ii. For sharing of UPSI within the Company or with external parties for genuine business purpose, appropriate wall-crossing procedure as stipulated in the Insider Code / this Code shall be followed. Further, all compliances in terms of the PIT Regulations will be duly observed.
6. POLICY FOR DETERMINATION OF ‘LEGITIMATE PURPOSE
The PIT Regulations recognise that UPSI may be required to be shared or communicated for certain genuine purposes, i.e., legitimate purposes, performance of duties or discharge of legal obligations. The PIT Regulations clarify that ‘Legitimate purpose’ shall include sharing of UPSI in the ordinary course of business by an Insider with any person including but not limited to partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing of information is not done to evade or circumvent the prohibitions of the PIT Regulations.
The scope of ‘legitimate purpose’ under the PIT Regulations is an inclusive one, and accordingly, its determination would be a subjective assessment based on the facts and circumstance of each case. Thus, it is not possible or feasible to set out a list of events that will constitute ‘legitimate purpose’ at all times, for the purposes of sharing UPSI.
The following guiding principles may be followed while considering if UPSI is to be shared for ‘legitimate purpose’, in a given set of circumstances.
A. Assessment of the purpose for which UPSI is proposed to be shared
For this purpose, it will be critical to assess the circumstances requiring the sharing of UPSI, and whether the sharing of UPSI satisfies the below requirements:
(a) Sharing of UPSI is in the best interest of the Company and is without any intention of making a profit/ avoiding a loss/ misusing the information in an illegal manner; and
(b) Sharing of UPSI is in furtherance of a genuine corporate/ business purpose, or, for enabling the Company to discharge its legal obligations, including compliance with law, regulatory directions, judicial orders, etc.
Sharing of UPSI should not be carried out to evade or circumvent the prohibition provided under the PIT Regulations.
Further, while deciding if sharing of UPSI is in furtherance of legitimate purpose, due regard shall be given to the matters affecting the Company at the relevant time, and the information that is generally available about the Company at the relevant time.
In case UPSI is proposed to be shared for several purposes, each such purpose should be evaluated on its merits, in line with the above principles.
B. Analysing the nature of UPSI proposed to be shared in the context of a legitimate purpose
The nature and extent of UPSI proposed to be shared should be subject to appropriate evaluation, and assessment as to whether such sharing is commensurate with the objective sought to be achieved.
C. Identifying the persons with whom UPSI is proposed to be shared
In line with regulatory obligations, the Company should obtain the necessary details in relation to the persons (legal or natural) with whom UPSI is proposed to be shared, including, name, address, email, Permanent Account Number (“PAN”), or any other identifier authorised by law, where PAN is not available; and such other documents as may be deemed fit. While dealing with legal entities, appropriate details of the individual representatives of such legal entities are to be obtained and maintained.
D. Issue of Notice to the recipient of UPSI
Prior to sharing of UPSI, the proposed recipient of UPSI will be apprised of the following critical aspects, by way of confidentiality agreements or non-disclosure agreements / written notices that:
i. the information being shared is UPSI and that the Company is the exclusive owner of such UPSI;
ii. upon receipt of UPSI, the recipient would be deemed to be an Insider and subject will be subject to the provisions of the PIT Regulations;
iii. the recipient may use the UPSI solely for the approved purposes for which it was disclosed;
iv. the recipient must maintain confidentiality of the UPSI at all times;
v. the recipient will provide a written undertaking that he / she / it shall not undertake trades in the securities of the Company while in possession of / having access to the UPSI;
vi. the recipient must extend all cooperation to the Company in this regard, including for the purpose of maintenance of the structured digital database; and
vii. the recipient, to the extent applicable, must also adopt a code of conduct in terms of Regulation 9 of the PIT Regulations, so as to inter alia ensure that it accords adequate protection to the UPSI, as prescribed.
Illustrative Instances Constituting “Legitimate Purpose”
The sharing of Unpublished Price Sensitive Information (“UPSI”) shall be considered to be for a “Legitimate Purpose” on a need-to-know basis and in the ordinary course of business, including in the following illustrative circumstances:
a. Sharing of UPSI with regulatory, statutory, governmental or judicial authorities pursuant to applicable laws, regulations, notices, summons, directions, inspections, investigations, inquiries or requests for information.
b. Disclosure of UPSI in connection with proceedings before courts, tribunals, arbitral forums or judicial/quasi-judicial bodies, including for the purpose of obtaining legal remedies, defending claims or complying with judicial directions or orders.
c. Sharing of UPSI as may be necessary for compliance with the provisions of applicable laws, rules, regulations, accounting standards, listing requirements, corporate governance requirements or contractual obligations binding upon the Company.
d. Sharing of UPSI with intermediaries, fiduciaries and professional advisors engaged by the Company in the ordinary course of business, including auditors, legal advisors, consultants, insolvency professionals, valuers, merchant bankers, registrars, credit rating agencies, due diligence professionals and other service providers, for bona fide business purposes and subject to appropriate confidentiality obligations.
e. Sharing of UPSI in connection with fund raising activities, investments, acquisitions, divestments, mergers, demergers, amalgamations, restructurings, joint ventures, strategic partnerships or any other proposed corporate actions or transactions.
f. Sharing of UPSI for bona fide business, operational, commercial or strategic purposes, including with promoters, directors, key managerial personnel, senior management personnel, lenders, investors, counterparties, collaborators, customers or suppliers, where such sharing is necessary for evaluating, monitoring or implementing business decisions and strategies of the Company.
g. Sharing of UPSI with banks, financial institutions, lenders, trustees, debenture holders, credit rating agencies or other financing counterparties in connection with borrowing arrangements, financing transactions, credit evaluations, covenant monitoring or related matters.
h. Communication of UPSI among employees, functional heads, management personnel, directors or committees of the Company strictly on a need-to-know basis for discharge of duties, decision-making, review, implementation of business strategies or governance purposes.
i. Sharing of UPSI where necessary for performance of contractual obligations or evaluation of commercial arrangements with customers, vendors, service providers, collaborators or other business counterparties, subject to confidentiality safeguards.
j. Any other sharing of UPSI which, in the opinion of the CIRO, is necessary for furtherance of legitimate business interests of the Company and is not intended to evade or circumvent the provisions of the PIT Regulations.
It is clarified that information may be shared by the Company, from time to time, in the ordinary course of its business activities with persons/ entities including, the fiduciaries, intermediaries, the advisers and service providers, viz., auditors, merchant bankers and legal advisers/ consultants of the Company, promoter of the Company, etc. in line with the aforementioned principles.
7. RESTRICTION ON COMMUNICATION OR PROCUREMENT OF UPSI
1. No insider shall communicate or allow access to UPSI except for legitimate purposes, performance of duties or discharge of legal obligations.
2. Any person receiving UPSI for legitimate purposes shall be treated as an insider.
3. Insiders shall maintain confidentiality of UPSI and share information only on a need-to-know basis.
4. Structured Digital Database shall be maintained with adequate controls and audit trails in due compliance with the regulatory mandate, containing the nature of UPSI shared and names/details of recipients. Such database will have necessary controls such as time stamping and audit trails. This digital database should be preserved for a period of not less than eight years after completion of the relevant transactions.
Further, the SDD shall be maintained internally by the Company with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.
8. OTHER RESTRICTIONS
• Disclosures shall include trades by immediate relatives.
• Derivative transactions shall also be disclosed.
• Records of disclosures shall be maintained for five years.
9. DISCLOSURE BY OTHER CONNECTED PERSONS
The CIRO may require connected persons to make disclosures of holdings and trading in securities to monitor compliance with SEBI PIT Regulations.
10. PENALTY FOR NON-COMPLIANCE
Any insider trading in contravention of this Code or SEBI PIT Regulations shall be liable for disciplinary action and penalties under applicable law.
11. AMENDMENT OF THIS CODE
The Board of Directors is authorized to amend or modify this Code from time to time in line with applicable laws and regulations.