Listing Details -
Code : 539115
ID : ALAN SCOTT
/ Index : T
value : 10.00
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")
[Under Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations,
2015] This Policy shall come into effect from April 1, 2019
The SEBI (Prohibition of Insider Trading) Regulations, 2015 (‚PIT Regulations?)
mandates every listed Company to formulate a stated framework and policy for fair
disclosure of events and occurrences, that could impact price discovery in the market
for its securities.
In this regard, Board of Directors of ALAN SCOTT INDUSTRIESS LIMITED (‚The
Company?) has laid down this Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (‘the Code’) for adoption.
The Code intends to formulate a stated framework and policy for fair disclosure of
events and occurrences that could impact price discovery in the market for the
Company’s securities and to maintain the uniformity, transparency and fairness in
dealings with all stakeholders and ensure adherence to applicable laws and regulations.
The Company endeavors to preserve the confidentiality of un-published price sensitive
information (UPSI) and to prevent misuse of such information. The Company is
committed to transparency and fairness in dealing with all stakeholders and in ensuring
adherence to all laws and regulations.
This Code shall be applicable with effect from April 1, 2019.
a. Act" means the Securities and Exchange Board of India Act, 1992.
b. "Board" means the Board of Directors of the Company.
c. "Chief Investor Relations Officer "means the Compliance Officer of the Company.
d. "Code" or "Code of Conduct" shall mean the Code of Practices and Procedures
for fair disclosure of Disclosure of Unpublished Price Sensitive Information of
Alan Scott Industriess Limited, as amended from time to time.
e. "The Company" means ALAN SCOTT INDUSTRIESS LIMITED.
f. ‚Compliance officer? means Company Secretary or such other senior officer,
who is financially literate and is capable of appreciating requirement for legal
and regulatory compliance under these regulation designated so and reporting to
the Board of Director and who shall be responsible for compliance of policies,
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unpublished price sensitive information, monitoring of trades and the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. (Explanation-for the
purpose of this regulation, "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)
g. Connected Person" means: (i) 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.
h. Un-published Price Sensitive Information (‚UPSI?)
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 the following;
(i) Financial results;
(iii) Change in capital structure;
(iv) Mergers, de-mergers, acquisitions, de-listings, disposals and expansion of
business and such other transactions;
(v) Changes in key managerial personnel.
Note: Words and expressions used and not defined in this Code but defined in
the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Securities and
Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts
(Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the
Companies Act, 2013 (18 of 2013) and the Rules and Regulations made there
under shall have the meanings respectively assigned to them in those legislation.
IV. Principles of Fair Disclosure
The Company shall adhere to the following principles to ensure timely and fair
disclosure of Unpublished Price Sensitive Information:
(i) Prompt public disclosure of unpublished price sensitive information that would
impact price discovery, as soon as it has credible and concrete information, in order to
make such information generally available.
(ii) Uniform and universal dissemination of unpublished price sensitive information to
avoid selective disclosure.
(iii) Designation of a senior officer as a chief investor relations officer to deal with dissemination
of information and disclosure of unpublished price sensitive information.
(iv) Prompt dissemination of unpublished price sensitive information that gets disclosed
selectively, inadvertently or otherwise to make such information generally available.
(v) Appropriate and fair response to queries on news reports and requests for
verification of market rumors by regulatory authorities.
(vi) Ensuring that information shared with analysts and research personnel is not
unpublished price sensitive information.
(vii) Developing best practices to make transcripts or records of proceedings of
meetings with analysts and other investor relations conferences on the Company’s
website to ensure official confirmation and documentation of disclosures made.
(viii) Handling of all unpublished price sensitive information on a need-to-know basis.
V. Chief Investor Relations Officer (“CIO”) to oversee and coordinate disclosures:
(i) The Compliance Officer of the Company is designated as the Chief Investor Relations
Officer and is responsible for dissemination of information and disclosure of UPSI.
(ii) The Compliance Officer is also responsible for ensuring compliance under this code,
overseeing and coordinating disclosure of UPSI to stock exchanges, shareholders,
analysts and media and for educating The Company staff on disclosure policies and
(iii) All UPSI is to be handled on ‚need to know basis?, i.e., 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. All the non-public information directly
received by any employee should immediately be reported to the Compliance Officer.
VI. Powers & Duties of Chief Investor Relations Officer:
(i) Other than information which is price sensitive in accordance with the Companies
Act 2013, the SEBI (Prohibition of Insider Trading) Regulations, 2015 or any other
applicable law for the time being in force, the CIO in consultation with the
Chairman/Managing Director & Chief Financial Officer (CFO) shall decide whether an
information is price sensitive or not.
(ii) The CIO shall ensure that disclosure to Stock Exchanges is made promptly.
(iii) All information disclosure/dissemination may normally be approved in advance by
the CIO. In case information is accidentally disclosed without prior approval of CIO, the
person responsible shall immediately inform the CIO.
(iv) The CIO shall ensure that no unpublished price sensitive information is disclosed
selectively to any one or group of research analysts or investors to the disadvantage of
(v) Any queries or requests for verification of market rumor(s) by the Regulatory
Authorities shall be forwarded to the CIO, who shall decide on the clarification to be
(vi) The CIO shall decide whether a public announcement is necessary for verifying or
denying any rumor(s).
VII. Prompt disclosure of unpublished price sensitive information:
(i) The Company will ensure that any event which has a bearing on the share price of
the Company shall be disseminated promptly upon the conclusion of the event, by
communicating the same to the stock exchanges in accordance with the PIT regulations.
(ii) To ensure that the information is disseminated in a uniform manner, The Company
will transmit the information to all the stock exchanges where the securities of the
Company are listed, at the same time and shall also publish the same on the website of
the Company viz. http://www.alanscottind.com.
VIII. Disclosure with reference to Analysts/ Media:
(i) All UPSI shall be first communicated to the stock exchanges before the same is
shared with Analyst and Research personnel.
(ii) Transcript of the meetings / con-calls with Analysts shall be furnished to the stock
exchanges and then posted on the Company’s website.(http://www.alanscottind.com)
IX. Responding to Market Rumors:
The Compliance Officer and/or the Investor Relations Team and /or any other official(s)
(‚spokesperson?) authorized by the Board of Directors of the Company shall give an
appropriate and fair response to queries on news reports and requests for verification of
market rumors by regulatory authorities. They shall also be responsible for deciding
whether a public announcement is necessary for verifying or denying rumors and
X. Sharing of UPSI for legitimate purpose:
The UPSI shall be shared by any person(s) authorized by the Board of Directors or CIO
of the Company in this behalf, only in furtherance of legitimate purpose(s) which shall include the following;
(i) Sharing of UPSI in the ordinary course of business by any Insider, Designated
Person, or by any Authorized person with existing or proposed partners, collaborators,
lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency
professionals or other advisors or consultants.
(ii) Sharing of UPSI where such communication is in furtherance of performance of duty
(iii) Sharing of UPSI for discharge of legal obligation(s).
(iv) Sharing of UPSI for any other genuine or reasonable purpose as may be determined
by the CIO of the Company.
(v) Sharing of UPSI for any other purpose as may be prescribed under the Securities
Regulations or Company Law or any other law for the time being in force, in this behalf,
as may be amended from time to time.
Provided that such sharing should not be carried out to evade or circumvent the
prohibitions of PIT Regulations.
However, other provisions / restrictions as prescribed under the SEBI (Prohibition of
Insider Trading) Regulations, 2015 or any other law for the time being in force in this
behalf, as may be amended from time to time, shall be observed.
XI. Issue of Notice to the recipient of UPSI
Any person in receipt of unpublished price sensitive information pursuant to a
‚legitimate purpose? shall be considered an ‚insider? for purposes of this Code and
due notice shall be given to such persons;
(i) To make aware such person that the information shared is or would be UPSI.
(ii) To make aware to such person the duties and responsibilities attached to the receipt
of such UPSI and the liability attached to misuse or unwarranted.
(iii) To instruct such person to maintain confidentiality of such unpublished price
sensitive information in compliance with these regulations.
XII. Digital Database of recipient of UPSI
The CIO shall be responsible to maintain a structured digital database of such persons
or entities as the case may be with whom information is shared under this regulation,
which shall contain the following information;
(i) Name of such recipient of UPSI;
(ii) Name of the Organization or entity to whom the recipient represent
(iii) Postal Address and E-mail ID of such recipient
(iv) Permanent Account Number (PAN) or any other identifier authorized by law, if
PAN is not available.
The CIO shall also be responsible to ensure that such databases shall be maintained
with adequate internal controls and checks such as time stamping and audit trials to
ensure non- tampering of such database.
The Board of Directors of the Company, in sync with applicable laws, rules &
regulations, may amend / substitute any provision(s) with a new provision(s) or replace
this entire Code with a new Code.
In any circumstance where the terms of the Code differ from any law, rule, regulation
etc. for the time being in force, the law, rule, regulation etc. shall take precedence over
The Code and any subsequent amendment(s) thereto, shall be promptly intimated to
the Stock Exchanges.