Investor Relations · Policy

Policy and Procedure for Inquiry in Case of Leak or Suspected Leak of Unpublished Price Sensitive Information.

1) INTRODUCTION

This Policy and Procedure for Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information ("Policy") has been formulated by Nanta Tech Limited ("Company") in pursuance of regulation 9(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended ("Regulations") and shall be effective from [___].

2) PURPOSE

The Policy aims to provide a framework for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information.

3) SCOPE

This Policy deals with the following:

  • Formulating procedures for inquiry such as initiating inquiry, reporting, etc. in case of leak or suspected leak of UPSI;
  • Strengthening the internal control system to prevent leak of UPSI;
  • Protecting any insider who appears to have found guilty of violating this Policy.

4) DEFINITIONS

In this Policy, the following words and expressions, unless inconsistent with the context, shall bear the meanings assigned hereto:

"Competent Authority"

means:

  • the Chief Investor Relations Officer in case of leak or suspected leak of UPSI involving any person other than the Director(s) of the Company;
  • the Chairperson of the Audit Committee of the Company, in case of leak or suspected leak of UPSI involving any Director of the Company other than the Chairperson of the Audit Committee of the Company; and
  • Chairperson of the Board of Directors of the Company, in case of leak or suspected leak of UPSI involving Chairperson of the Audit Committee of the Company.

Leak of UPSI

means communication of information or dealing in securities which is submitted to be UPSI by any person, either in direction or indirectly, overtly or covertly or in any manner whatsoever, except for legitimate purposes, performance of duties or discharge of legal obligations.

"Unpublished Price Sensitive Information"

or "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 or relating to the following:

  • Financial results;
  • Dividends;
  • Change in capital structure;
  • Mergers, de-mergers, acquisitions, alliances, disposals and expansion of business and such other transactions; and
  • Changes in key managerial personnel.

The words and expressions used but not defined herein shall have the meanings as ascribed to them in the Regulations.

5) MODES OF DETECTION OF LEAKAGE OR SUSPECTED LEAKAGE OF UPSI

  • Pursuant to any information received from any whistle blower;
  • Suspicious trading activities based on public announcement;
  • Pursuant to sabotage of systems storing details of UPSI or phishing e-mail attacks, pilfered or unauthorized USB drives in the systems storing UPSI;
  • Accidental or unauthorized destruction of important physical records or portable equipments;
  • Receipt of a credible complaint mentioning the circumstances in which he/she feels that security of the Company has been compromised and UPSI has been allegedly leaked;
  • In case the concerned has documented evidence proving the leakage, he/she shall provide the same along with the opinion to substantiate his /her complain;
  • In case of any suspected leakage or breach of UPSI involving loss to the Company and Board & Chairman of the Company are informed.

6) INQUIRY PROCEDURE

(i) The Information/Complain(t) regarding leak or suspected leak of UPSI will be reviewed by the Competent Authority. If an initial review by the Competent Authority indicates that the suspected leakage/leak has some merit, it may then direct the inquiry to be investigated under this Policy. It may be otherwise asked to drop and the decision shall be documented. All such cases shall be reported to the Board.

(ii) The Managing Director of the Company or the Chairperson of the Audit Committee or Chairperson of the Board of Directors may suo-moto initiate an inquiry under this Policy.

(iii) The Competent Authority shall initiate confidentially an inquiry about an alleged leak of UPSI. The concerned person shall be given an opportunity to explain or defend the allegation.

(iv) The person concerned about the alleged leak of a complaint against him / her and as a proposer of natural justice upon him / her shall secure time to make a representation to defend himself / herself.

(v) On receipt of an inquiry, a duly detailed forensic auditor to assist the investigation in the process.

(vi) In circumstances where the leak has been investigated using the Competent Authority shall make further investigation itself, in such matter can, where necessary, provide an update to the Board of Directors in this regard. The Competent Authority may appoint one or more persons/entities (including external consultants) to investigate or assist in the investigation of any instance of leak or suspected leak of UPSI and such person(s)/entities shall submit the to the Competent Authority. During the course of investigation, the Competent Authority shall maintain complete confidentiality as regards the identity and the statements of the person(s) concerned.

(vii) The investigation shall be monitored best forensic process.

(viii) Where the Competent Authority determines within 45 days of the receipt of the information / complaint of leak or suspected leak of UPSI or such instance confirming to the knowledge of Competent Authority, the case may be taken to the conclusion of the authority required additional time to complete the inquiry. It may, where necessary, provide an interim update to the Board of Directors.

7) DOCUMENTATION AND REPORTING

The Competent Authority will make a detailed written record of investigation of each instance of leak or suspected leak of UPSI. The record will include:

  • Facts of the matter
  • Findings of the investigation,
  • Names and designation(s) to be taken against any person.
  • Any corrective actions required to be taken.

The report of inquiry should be sent to all employees for the purpose of inquiry which intimation to be done within 30 days unless the Competent Authority The investigations shall be informed to the Audit Committee and Board of Directors of the Company.

Further, the in case of any reported any such leaks, inquiries and results of such inquiries.

8) DISCIPLINARY ACTION

The Disciplinary action(s) shall include, wage freeze, suspension, recovery, claw back, termination etc., as may be decided by the Competent Authority/Members of the inquiry Committee.

The Disciplinary action shall be implemented as required by SEBI, if any.

9) REVIEW AND AMENDMENT

This policy may be reviewed and amended by the Audit Committee and when required and any amendment thereto shall be presented before the Board for approval/ratification.

In case of any amendment(s), clarification(s), circularsl etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circularsl etc. shall prevail upon the provisions hereunder and the Audit Committee shall amend this Policy accordingly.