SEBI (Prevention of Insider Trading) Codes
Code Of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information :
Corporate Disclosure Policy
To ensure timely and adequate disclosure of 'Unpublished Price Sensitive Information '(UPSI), the following norms / principles shall be followed by the Company.
Prompt public disclosure of UPSI
The Company shall make a prompt public disclosure of UPSI that would impact the price discovery, as soon as credible and concrete information comes into being, in order to make such information generally available.
- The Board of Directors shall ensure that the price sensitive information that would impact price discovery no sooner that the information comes into being in order to make such information generally available to the public and authorize the Compliance Officer in this regard to take necessary action to make the information available to the general public.
- The Board of Directors through the Chief Investor Relations Officer shall ensure that prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise to make such information generally available
- The Chief Investor Relations Officer shall be responsible for ensuring that the Company complies with continuous disclosure requirements, overseeing and coordinating disclosure of UPSI to Stock Exchanges, analysts, shareholders and media, and educating staff on disclosure policies and procedures.
- The Board of Directors shall ensure that uniform and universal dissemination of UPSI to avoid selective disclosure.
- The Company secretary being the Compliance Officer is designated as the "Chief Investor Relations Officer" to deal with the dissemination of information and disclosure of UPSI.
- Information disclosure/ dissemination may normally be approved in advance by the Chairman or in his absence, any Managing Director or Chief Executive Officer of the Company.
- If information is accidentally disclosed without prior approval as aforesaid, the Chief Investor Relations Officer may inform the Chairman immediately, even if the information is not considered price sensitive.
- The Company shall supplement the information released to Stock Exchanges either by public announcements and / or by simultaneously publishing information in the Company's website.
- By a due process of authorization from the Board of Directors or the Chairman of the Board of Directors or the Managing Director of the Company, the Chief Investor Relations Officer shall give appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
- The Board of Directors and the Key Managerial Personnel consisting of the Managing Director, Chief Financial Officer and the Company Secretary, shall ensure that information shared with analysts and research personnel is not UPSI.
- The Board of Directors and the Management shall develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made. The Company shall provide only generally available information, namely information that is accessible to the public on a nondiscriminatory basis, to analysts/research persons/large investors like institutions.
- In order to avoid misquoting or misrepresentation, it is desirable that at least two representatives of the Company be present at meetings with analysts, brokers or Institutional Investors and discussion should preferably be recorded. It is also desirable that, if the meeting is a large gathering, the meeting may be video- graphed.
- The Board of Directors and the Management shall ensure that all the UPSI shall be handled on a need-to-know basis.
- Disclosure/dissemination of information may be done through various media such as publication of results or the Company's website and/ or press release so as to achieve maximum reach and quick dissemination. The Company shall ensure that disclosure of information to Stock Exchanges is made promptly.
- The mail id of the Chief Investor Relations Officer is email@example.com
Code of Conduct & Internal Procedures :
In terms of Regulation 9 of the SEBI (Prevention of Insider Trading) Regulations, 2015, the Board of Directors of the Company on 26th May 2015 has framed a Code of Internal Procedures and Conduct for Regulation, Monitoring and Reporting of Trading in the Securities of ESAB India Limited by the Insiders with effect from 15th May, 2015.
As per the said Code the term "Insider" shall have the meaning as contained in the Regulations as amended, and shall include Designated Persons. "Designated Persons" means the employees and connected persons who on the basis of their functional roles in the Company have access to the Unpublished Price Sensitive Information and such other persons as may be specified by the Board from time to time. "Connected person" means any person who is covered under Regulation 2 (d) of the Regulations.
Taking the above into account, the persons and entities falling within the definition of Insider of the Company within the meaning of the Regulations read with the Code are requested to contact the Chief Investor Relation Officer Mr.S Venkatakrishnan or write to his email id for obtaining a copy of the Code to comply with the requirements specified therein.