Policy on Prevention of Insider Trading

Preamble

The Securities and Exchange Board of India (SEBI), in its endeavor to protect the interests of investors in general, had formulated the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”). In terms of the Regulations, it is mandatory for every listed company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”). In order to comply with the mandatory requirement of the Regulations, the Company has formulated following Code of Practices and Procedures for Fair Disclosure at its meeting held on July 05, 2016.

In view of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1 April 2019, the Code has been revised by the Board of Directors at its meeting held on March 12, 2019.

The Code of Conduct for prevention of Insider Trading replacing the earlier Code to maintain an ethical and transparent process while dealing in the Securities of the Company by designated persons and their immediate relatives has been adopted by the Board of Directors of the Company, at its meeting held on March 12, 2019.

Objective

The Code of Practices and Procedures for Fair Disclosures is required for the Company to ensure timely and adequate disclosure of unpublished price sensitive information which would impact the price of the company’s securities and to maintain uniformity, transparency and fairness in dealing with all stakeholders and in ensuring adherence to applicable laws and regulations. Further, the Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.

1. DEFINITIONS

• 1.1 “Act” means the Securities and Exchange Board of India Act, 1992 including statutory amendments, modifications and notifications, if any, from time to time.
• 1.2 “Board” means the Board of Directors of Jet Knitwears Limited.;
• 1.3 “Code” or “Code of Conduct” shall mean this Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their immediate relatives, as amended from time to time.
• 1.4 “Company” means Jet Knitwears Limited (“JKL”).
• 1.5 “Compliance Officer”means Company Secretary or any senior officer, designated so and reporting to the board of directors or head of the organization in case board is not there, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the board of directors of the Company or the head of an organization.
  Explanation– “financially literate” shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.
• 1.6 “Connected Person” means:
  
  
  • Any person who is or has during the six months prior to the concerned act been associated with a company,, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
  • Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established,
  
  
  • An immediate relative of connected persons specified in clause (i); or
  • a holding company or associate company or subsidiary company; or
  • an intermediary as specified in Section 12 of the Act or an employee or director thereof; or
  • an investment company, trustee company, asset management company or an employee or director thereof; or
  • an official of a stock exchange or of clearing house or corporation; or
  • a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
  • a member of the Board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
  • an official or an employee of a self-regulatory organization recognized or authorized by the Board; or
  • a banker of the Company; or
  • a concern, firm, trust, hindu undivided family, company or association of persons wherein a director of the Company or his immediate relative or banker of the Company, has more than ten per cent, of the holding or interest.

• 1.7 “Dealing in Securities” means an act of subscribing to, buying, selling or agreeing to subscribe to, buy, sell or deal in the securities of the Company either as principal or agent.
• 1.8 “Designated Person(s)” shall include :
  
  
  • Directors and Key Managerial Personnel of the Company;
  • Promoters of the Company;
  • Employees up to two levels below Chief Executive Officer of the Company and its material subsidiaries, if any;
  • All employees of the Company irrespective of their cadre, working in Accounts, Finance, Legal, Information Technology and Secretarial Department of the Company;
  • Such other employees of Promoters, who have access or are expected to have access to Unpublished Price Sensitive Information;
  • Other persons employed on contract basis not included above but performing similar roles or having similar responsibilities;
  • All employees who have access or are expected to have access to unpublished price sensitive information and
  • Such other employees of the Company and such other persons as may be determined by the Compliance Officer from time to time.

• 1.9 “Director” means a member of the Board of Directors of the Company.
• 1.10 “Employee” means every employee, including Directors, in the employment of the Company.
• 1.11 “Generally available Information” means information that is accessible to the public on a non- discriminatory basis.
• 1.12 “Immediate Relative” means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities.
• 1.13 “Insider” means any person who is,
  
  
  • A connected person; or
  • In possession of or having access to unpublished price sensitive information whether pursuant to a “legitimate purpose” or not.

• 1.14 “Key Managerial Personnel” means a person as defined in Section 2(51) of the Companies Act, 2013.
• 1.15 “Legitimate purpose” shall include sharing of unpublished price sensitive information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.
• 1.16 “Material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve (12) months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.
• 1.17 “Promoter” shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.
• 1.18 “Promoter Group” shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.
• 1.19 “Securities” shall mean securities of the Company within the meaning assigned to ‘Securities’ under the Securities Contracts (Regulation) Act, 1956 or any modification thereof.;
• 1.20 “Takeover regulations” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time;
• 1.21 “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly
• 1.22 “Trading Day” means a day on which the recognized stock exchanges are open for trading;
• 1.23 “Unpublished Price Sensitive Information” or “UPSI” means any information, relating to a 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 and shall, ordinarily including but not restricted to, information relating to financial results, dividends, change in capital structure, mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions, changes in key managerial personnel.
• 1.24 “Regulations” shall mean the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
  Words and expressions used and not defined herein but defined in 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 rules and regulations made thereunder and any other applicable provisions, as amended from time to time, shall have the meanings respectively assigned to them in those legislations.

2. ROLE OF COMPLIANCE OFFICER

• 2.1 The Compliance Officer shall report on insider trading to the Board and, in particular, shall provide reports to the Chairman of the Audit Committee, or to the Chairman of the Board at such frequency as may be stipulated by the Board, but not less than once in a year. The Audit Committee shall review compliance with the provisions of the Regulations at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.
• 2.2 The Compliance Officer shall assist all Designated Persons and their immediate

3. PRESERVATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“UPSI”)

• 3.1. All information shall be handled within the Company on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of his legal obligations.
  Explanation - “Need to Know” basis means that UPSI should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information. 3.2.All non-public information directly received by any Designated Person should immediately be reported to the head of the department.
• 3.3. Limited access to confidential information: Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc.
• 3.4. No Insider shall communicate, provide or allow access to any UPSI, relating to the Company or its Securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties, or discharge of legal obligations.
• 3.5. No person shall procure from or cause the communication by any insider of UPSI, relating to the Company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
• 3.6. Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of these regulations and due notice shall be given to such persons to maintain confidentiality of such UPSI in compliance with these regulations.
• 3.7. Notwithstanding the above, UPSI may be communicated, provided, allowed access to or procured, in connection with a transaction which entails:
• an obligation to make an open offer under the Takeover Regulations where the Board is of an informed opinion that the sharing of such information is in the best interests of the Company; or
• not attracting the obligation to make an open offer under the Takeover Regulations but where the Board is of an informed opinion that the sharing of such information is in the best interests of the Company and the information that constitutes UPSI is disseminated to be made generally available at least two (2) trading days prior to the proposed transaction being effected in such form as the Board of Directors may determine to be adequate and fair to cover all relevant and material facts.
  However, the Board shall require the parties to whom UPSI is shared under the abovestated circumstances to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for the limited purpose as stated above, and shall not otherwise trade in securities of the Company when in possession of UPSI.

4. PREVENTION OF MISUSE OF UPSI

• 4.1 Trading Plan: An insider shall be entitled to formulate a Trading Plan for dealing in Securities and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.
• 4.2 Trading Plan shall:
• Not entail commencement of trading on behalf of the insider earlier than six months from the public disclosure of the plan;
• Not entail trading for the period between the twentieth trading day prior to the last day of any financial period for which results are required to be announced by the issuer of the securities and the second trading day after the disclosure of such financial results;
• Entail trading for a period of not less than twelvemonths;
• Not entail overlap of any period for which another trading plan is already in existence;
• Set out either the value of trades to be effected or the number of securities to be traded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected;
• Not entail trading in securities for market abuse.
• 4.3 The Compliance Officer shall consider / review the Trading Plan made as above to assess whether the said plan has any potential for violation of the Regulations and shall approve it forthwith. However, he shall be entitled to take express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan as per provisions of the Regulations.
• 4.4 The Trading Plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan.
  However, the implementation of the trading plan shall not be commenced, if at the time of formulation of the plan, the Insider is in possession of any UPSI and the said information has not become generally available at the time of the commencement of implementation. In such an event, the commencement of the plan shall be deferred until such UPSI becomes generally available information.
• 4.5 Upon approval of the trading plan, the Compliance Officer shall notify the plan to the stock exchanges on which the securities of the Company are listed.

5. TRADING WINDOW AND WINDOW CLOSURE

• 5.1
• The trading period wherein the Designated Persons and their immediate relatives may execute trades in Securities subject to seeking pre-clearance thereof as per this Code, called ‘trading window”, is available for trading in the Company’s securities.
• The trading window shall be, inter alia, closed from the date on which the Company sends intimation to Stock Exchange(s) advising the date of the Board Meeting, up to 48 hours after the Price Sensitive Information is submitted to Stock Exchange(s).
• When the trading window is closed, the Designated Persons and their immediate relatives shall not trade in the Securities in such period.
• All Designated Persons and their immediate relatives shall conduct all their dealings in the Securities only during a valid trading window, pursuant to the Regulations and shall not deal in any transaction involving the purchase or sale of the Securities during the periods when the trading window is closed, as referred to in Point No. (ii) above or during any other period as may be specified by the Company from time to time.When the trading window is closed, the Designated Persons and their immediate relatives shall not trade in the Securities in such period.
• In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed.

• 5.2 The Compliance Officer shall intimate the closure of trading window to all the Designated Persons when he / she determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of UPSI. Such closure shall be imposed in relation to such securities to which such UPSI relates.
• 5.3 The Compliance Officer, after taking into account various factors including the UPSI in question becoming generally available and being capable of assimilation by the market, shall decide the timing for re-opening of the trading window, which, in any event shall not be earlier than forty-eight hours after the information becomes generally available.
• 5.4 The trading window shall also be applicable to any person having contractual or fiduciary relation with the Company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the Company.

6. PRE-CLEARANCE OF TRADES

All Designated Persons and / or their immediate relatives, who intend to deal in the securities of the Company when the trading window is open and if the value of the proposed trades is above Rs 10 lakhs should pre-clear the transaction. Prior to approving any trades, the Compliance Officer shall seek declarations to the effect that the applicant for pre-clearance is not in possession of any UPSI. He / She shall also have regard to whether any such declaration is reasonably capable of being rendered inaccurate. The pre-dealing / pre-clearance procedure shall be hereunder:

• 6.1 An application may be made in the prescribed Form (‘Annexure-1’) to the Compliance Officer indicating the estimated number of securities that the Designated Persons or their immediate relatives intend to deal in, the details as to the depository with which he has a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the Company in this behalf.
• 6.2 An undertaking (‘Annexure-2’) shall be executed in favour of the Company by such Designated Persons incorporating, inter alia, the following clauses, as may be applicable:
  
  • That the Designated Person does not have any access or has not received UPSI up to the time of signing the undertaking.
  • That in case the Designated Person has access to or receives UPSI after the signing of the undertaking but before the execution of the transaction he / she shall inform the Compliance Officer of the change in his position and that he / she would completely refrain from dealing in Securities till the time such information becomes public.
  • That he / she has not contravened the Code of Conduct as notified by the Company from time to time.
  • That he / she has made a full and true disclosure in the matter.

• 6.3 All Designated Persons and their immediate relatives shall execute their order in respect of Securities within seven (7) trading days after the approval of pre-clearance (‘Annexure-3’). is given. The Designated Persons shall file within two (2) days of the execution of the deal, the details of such deal with the Compliance Officer in the prescribed form. In case the transaction is not undertaken during such period, a nil report to that effect shall be filed. (‘Annexure-4’).
• 6.4 If the order is not executed within seven (7) trading days after the approval is given, the Designated Persons must pre-clear the transaction again.
• 6.5 All Designated Persons who buy or sell any number of shares of the Company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction (‘contra-trade’). No Designated Persons shall also take positions in derivative transactions in the shares of the Company at any time. In case of any contra-trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund administered by SEBI under the Act.
  In case of subscription in the primary market (initial public offers), the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted.
• 6.6 The Compliance Officer may waive off the holding period in case of sale of securities in personal emergency after recording reasons for the same in writing if such waiver does not violate the Regulations. However, no such sale will be permitted when the Trading Window is closed.

7. OTHER RESTRICTION

• 7.1 The disclosures to be made by any person under this Code shall include those relating to trading by such person's immediate relatives, and by any other person for whom such person takes trading decisions.
• 7.2 The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Code.
• 7.3 The disclosures made under this Code shall be maintained for a period of five years.

8. REPORTING REQUIREMENTS FOR TRANSACTIONS IN SECURITIES

• 8.1 Initial Disclosure:
• Every Promoter / member of Promoter Group / Key Managerial Personnel / Director of the Company, within thirty days of the Regulations taking effect, shall forward to the Company the details of all holdings in securities of the Company presently held by them including the statement of holdings of dependent family members in the prescribed form (‘Annexure-5’).
• Every person, on appointment as a Key Managerial Personnel or a Director of the Company or upon becoming a Promoter or member of Promoter Group, shall disclose his / her holding of Securities as on the date of appointment or becoming a promoter or member of Promoter Group to the Company within seven (7) days of such appointment or becoming a promoter or member of Promoter Group in the prescribed form (‘Annexure-6’).

• 8.2 Continual Disclosure:
  Every Promoter / member of Promoter Group / Key Managerial Personnel / Director / of the Company shall disclose to the Company the number of Securities acquired or disposed of within two (2) trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. 10 lakhs in format prescribed in ‘Annexure-7’ within two (2) working days of:
  
  
  • the receipt of intimation of allotment of shares, or
  • the acquisition or sale of shares or voting rights, as the case may be.
  
  All Designated Persons and their Immediate Relatives shall be required to forward following details of their transactions in the securities of the Company to the Compliance Officer on an annual basis.

9. DISCLOSURE BY THE COMPANY TO THE STOCK EXCHANGE(S)

• 9.1 Within 2 days of the receipt of intimation under Clause 9.2 or upon becoming aware of any such transaction, the Compliance Officer shall disclose to all Stock Exchanges on which the securities of the Company are listed, the information received.
• 9.2 The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the Designated Persons for a minimum period of five (5) years.

10. DISCLOSURES BY OTHER CONNECTED PERSONS

The Company may, at its discretion require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company as per Form D as set out in Annexure -8 at such frequency as may be determined by the company in order to monitor compliance with these regulations.

11. DISSEMINATION OF UPSI

• 11.1 No information shall be passed by Designated Persons by way of making a recommendation for the purchase or sale of securities of the Company.
• 11.2 The following guidelines shall be followed while dealing with analysts and institutional investors: • Only public information to be provided.
• Develop best practice to make transcript or records of proceedings of meeting with analyst and other investor relations conference on the official website to ensure official confirmation and documentation of disclosures made.

12. PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT

• 12.1 Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).
• 12.2 Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalised and appropriate action may be taken by the Company.
• 12.3 Designated Persons who violate the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, recovery clawback, suspension, ineligibility for future participation in employee stock option plans, etc.
• 12.4 In case it is observed by the Company, that there has been a violation of the Regulations, it shall inform SEBI promptly.
• 12.5 The action by the Company shall not preclude SEBI from taking any action in case of violation of the Regulations.

13. POLICIES AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OR SUSPECTED LEAK OF UPSI

• 13.1 This policy and procedure has been formulated under Regulation 9A(5) of the Regulations, with an objective to put in place a framework for inquiry in the event of leak or suspected leak of unpublished price sensitive information.
• 13.2 The Chairman of Audit Committee shall deal with any leak of UPSI or suspected leak of UPSI, and upon becoming aware of such leak and conduct inquiries as laid out hereunder. Further, the Chairman of the Audit Committee in case of such leaks or suspected leaks, inform SEBI promptly of such leaks, inquiries and result of such inquiries.
• 13.3 Upon receipt of information or upon becoming aware of a leak or suspected leak of UPSI, the Chairman of Audit Committee shall send details of the information to be sought to the head of the relevant department viz., finance, company secretarial department etc., which had access to the UPSI or to which the UPSI is related (“Relevant Person”). The indicative list of questions and information to be sought from the Relevant Person are given below:
  
  • Relevant Person to provide details of documents / files / information shared with different team members and also provide details of the medium through which such information was shared i.e. email, common access controlled shared folders, password protected files, etc.
  • Relevant Person to provide a detailed timeline from which it was made aware of the UPSI till the date of receipt of notice of information sought from the Chairman of Audit Committee.
  • Relevant Person to evaluate role of each and every employee including employee from the support function who were part of the meetings in which UPSI was discussed and whether the Relevant Person noticed any suspicious activity on part of all persons attending these meetings.
  • Whether the Relevant Person is aware of any activity of a person in its department who may be involved in the said leak of UPSI.
  • Whether adequate safeguards per existing procedures were undertaken by the Relevant Person while dealing with UPSI.
  • Whether access to the room where the documents in relation to UPSI were stored, was given to a limited set of authorized personnel.
  • Whether the documents in relation to UPSI were disposed of in a proper manner.
  • Whether access to the internet / USB drive was provided on computers on which sensitive data regarding UPSI was stored.

• 13.4 The Chairman of Audit Committee shall appoint external advisers as consultants as may be necessary to assist him / her in the inquiry.
• 13.5 The Chairman of Audit Committee shall separately obtain from the IT department all emails and records of the relevant persons in the department where the leak could have originated.
• 13.6 The Relevant Person shall file its reply to the information sought by the Chairman of Audit Committee, along with the list of documents, names and addresses of persons with whom the information was shared etc., within the period stipulated by the Chairman of Audit Committee.
• 13.7 The Chairman of Audit Committee shall also call for a meeting with the Relevant Person.
• 13.8 The Chairman of Audit Committee shall make transcripts or records of proceedings of meetings with Relevant Persons and ensure that requisite information and documentation is made available to the Board.
• 13.9 Upon perusal of information provided by the Relevant Person and pursuant to the inquiry proceedings, the Chairman of Audit Committee shall submit its report and recommendations to the Board. Such inquiry shall be completed by the Chairman of Audit Committee in a timely manner.
• 13.10 The Board shall take such action as prescribed under the Code as well as the Regulations.
• 13.11 During the pendency of the inquiry proceedings, the Chairman of Audit Committee may restrain the Relevant Person from accessing the documents / emails, from which the Chairman of Audit Committee believes, the leak or suspected leak originated. 13.12 Powers of the Chairman of Audit Committee:
• The Chairman of Audit Committee shall have the powers to summon and enforce the attendance of any person and conduct an examination, request the discovery and production of documents and / or any other matter which may be prescribed and deemed necessary for the inquiry process.
• Any refusal by any employee of the Company to attend the inquiry proceedings when summoned or to provide to the Chairman of Audit Committee any documents and / or information within his / her power or possession shall constitute a misconduct, rendering such employee for adverse action as the Chairman of Audit Committee or Board deems fit.
• The Chairman of Audit Committee itself may, suo moto, call for the details of any leak or suspected leak of UPSI or upon receipt of any such information, may investigate or deal with such matter per this Policy. The Chairman of Audit Committee may seek information from the IT department for details of the persons accessing personal email id from office computers, from where the USPI may have been leaked.
• The Chairman of Audit Committee shall have the right to terminate the inquiry proceedings or to give an ex-parte decision on the Relevant Person, if the Relevant Person fails, without sufficient cause, to present themselves, for any meeting convened by the Chairman of Audit Committee.

14. MAINTENANCE OF DIGITAL DATABASE:

The Company shall maintain a structured digital database of the persons with whom UPSI is shared, as required under the Insider Trading Regulations. The database shall inter alia contain the names of the persons or entities with whom the information is shared under the Insider Trading Regulations along with the Permanent Account Number ("PAN") or any other identifier authorized by law where PAN is not available.

15. Norms for fair disclosure of unpublished price sensitive information

Under this Code, the Company will ensure the following principles, in disclosing unpublished price sensitive information

• Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
• Uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure.
• Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
• Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
• Appropriate and fair response to queries on news reports and requests for verification of market rumors by regulatory authorities.
• Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information.
• Developing 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.
• Handling of all unpublished price sensitive information on need-to-know basis.

16. AMENDMENT

The Board, subject to applicable Laws, Rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Code with a new Code.