Fair Disclosure Code
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) of Axis Finance Limited (Fair Disclosure Code – April 2019)
[Pursuant to Reg. 8 (1) read with Schedule A of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (the Regulations)]
In consonance with Reg. 8 (1) and the principles of fair disclosures as specified in Schedule A of the SEBI (Prohibition of Insider Trading Regulations), 2015 (the Regulations), Axis Finance Limited (the Company) is required to abide with the following practices and procedures relating to fair disclosures in respect of the unpublished price sensitive information (UPSI) relating to the Company.
The Fair Disclosure Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could materially impact price discovery in the market for the securities of the Company.
For the purpose of this Fair Disclosure Code, UPSI shall mean any information, relating to the Company, 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 be restricted to, information of the Company relating to the following: –
- financial results;
- dividends;
- change in its capital structure;
- mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions; and
- changes in its key managerial personnel.
The practices and procedures to ensure fair disclosure of material events and/ or UPSI relating to the Company, to the public, are as under:
- Disclosure shall be made by the Company of any event / information, which is considered to be material in nature. The materiality of such event / information shall be ascertained by the MD & CEO of the Company in consultation with the Company Secretary.
- Any event/ information that could have a material impact on the price of securities of the Company shall be promptly disclosed to the Stock Exchanges where its shares/ securities of the Company are listed, no sooner than credible and concrete information in respect of such event/ information comes into being, in order to ensure details of such events / information, is generally available. Such disclosure would be made by Officers of the Company, duly authorized for the said purpose, subject to receipt of requisite internal approvals.
- Uniform and universal dissemination of UPSI would be ensured by the Company by adopting a common platform i.e. Stock Exchanges for public disclosure. Once the UPSI is communicated to the Stock Exchanges as aforesaid, then other medium of dissemination may be used to ensure such information is made accessible to the public on a non-discriminatory basis.
- Company Secretary of the Company shall be the ‘Chief Investor Relations Officer’ (CIRO) of the Company for the purpose of this Code and Schedule A of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
- In the unlikely event of any material UPSI being disclosed selectively, inadvertently or otherwise, at any forum, whether in India or abroad, the Company, shall take effective steps to promptly disseminate such UPSI, to the Stock Exchanges, for public disclosure.
- In case any clarification sought by the Statutory/ Regulatory Authorities or Stock Exchanges in respect of rumors / news reports relating to the Company, the Company shall endeavor to provide an appropriate response by accepting / denying / clarifying the same.
- As a policy, the Company would make a public disclosure with respect to any matter only after it has taken a concrete or definitive decision. Accordingly, the Company shall not make any public disclosures in case where any proposal is in progress, or there are impending negotiations or where requisite approvals is awaited from any statutory/ regulatory authority or where such disclosure would not be appropriate or where it could prejudice the Company’s interest.
- Any information that is classified as UPSI shall be dealt with on a need to know basis and shall be communicated or procured only for furtherance of a legitimate purpose or performance of duties or discharge of legal obligations.
- The Policy for Determination of “Legitimate Purposes”, in terms of Reg. 3 (2A) of the Regulations, is as under.
- Legitimate Purposes means legitimate transactions undertaken to achieve a corporate purpose or to performance of a fiduciary duty or in the interest of the Company or transactions undertaken in the public interest or transactions undertaken without an intent to make unlawful profit or gain or without a view to misuse UPSI relating to the Company, or the like, which would not be hit by any prohibition as contained in the Regulations.
Explanation – For the purpose of this Code, the term “legitimate purpose” shall mean and include, sharing of UPSI, in the ordinary course of business of the Company by an insider with partners of professional firms (auditors, accountancy firms, law firms), collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants etc. assisting or advising the Company (collectively referred to as ‘Fiduciaries’), provided that such sharing of UPSI is not done to evade or circumvent the prohibitions of the Regulations.
- Communication / procurement of an UPSI relating to the Company shall be considered to have been carried out for ‘legitimate purpose’, under any one or more of the following circumstances:
- The communication / procurement of such UPSI has been made in furtherance of legitimate purpose, performance of fiduciary duties or discharge of legal obligations and in the ordinary course of the business of the Company.
- The communication / procurement of such UPSI is duly authorized by the Company stating the legitimate purpose for which such UPSI is being communicated and the manner in which such UPSI will be communicated or access granted.
- Any person in receipt of such UPSI pursuant to a “legitimate purpose” shall be considered as an “insider” in terms of Reg. 3 (2B) of the Regulations and due notice shall be given to such person(s) with regard to their obligation to maintain confidentiality of such UPSI, in compliance with the Regulations.
- The Insider(s), who are in receipt of such UPSI pursuant to a “legitimate purpose” shall also abide by the Code of Conduct formulated and adopted by them under Reg. 9 (2) read with Schedule C to the Regulations.
- It is further clarified that sharing of any such UPSI, for being considered to have been done for a “legitimate purpose”, must not have been done to evade or circumvent the Regulations or market abuse.
- The prescribed details of the insider(s), with whom such UPSI relating to the Company has been shared for legitimate purpose(s), shall form part of the ‘Structured Digital Database’ maintained by the Company, under Reg. 3(5) of the Regulations.
Issue of Notice to the recipient of UPSI under of Reg. 3 (2B) of the Regulations.
Any person in receipt of such UPSI pursuant to a “legitimate purpose” shall be considered as an “insider” in terms of Reg. 3 (2B) of the Regulations and due notice shall be given to such person(s) with regard to their obligation to maintain confidentiality of such UPSI, in compliance with the Regulations.
The said notice shall be given to such insider to inform:
- that the information shared with him / her, is an UPSI relating the Company.
- his / her duties and responsibilities upon receipt of such UPSI and the liability attached to any misuse or unwarranted disclosure / misuse of such UPSI, on his / her part or by person acting on his behalf.
- to maintain confidentiality of such UPSI, in compliance with the Regulations, failing which, the Company would have the right to initiate appropriate legal action.
Structured Digital Database under Reg. 3(5) of the Regulations.
In terms of Reg. 3 (5) of the Regulations, the Company shall maintain a Structured Digital Database (SDD) containing the name of such persons or entities as the case may be, with whom UPSI relating to the Company has been shared by the Company under the Regulations for legitimate purpose and in the ordinary course of the business. Structured Digital Database shall contain the following information:
- Name of the insider;
- Name of the Organization or entity to whom the insider represents;
- Postal Address, mobile no. E-mail ID of such insider;
- Permanent Account Number (PAN) or any other identifier authorized by law, if PANis not available;
- Nature of UPSI shared with the insider;
- Date, time and mode of sharing the UPSI;
- Legitimate purpose for which the UPSI was shared;
- Any other information as may be deemed appropriate.
The said database shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering thereof.