CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION
Background
To put in place a framework for Prohibition of Insider Trading in securities and to strengthen
the legal framework relating thereto, the Securities and Exchange Board of India (“SEBI”) has
notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PITR Regulations”). PITR
Regulations are applicable to all companies whose securities are listed on stock exchanges.
In terms of Regulation 8(1) of PITR Regulations, the Board of Directors of listed companies are
required to formulate and publish on their official website, a code of practices and procedures
for fair disclosure of unpublished price sensitive information that it would follow in order to
adhere to each of the principles set out in Schedule A to the PITR Regulations.
Objective
Urban Enviro Limited (“Urban Enviro” or ”the Company”) endeavours to preserve the confidentiality
of unpublished price sensitive information and to prevent the misuse of such information.
Accordingly, this Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (“this Code”) has been formulated with a view to maintain uniformity,
transparency and fairness in dealing with all stakeholders and to ensure timely, fair and
adequate disclosure of unpublished price sensitive information to the investors community by
the Company to enable them to take informed investment decisions with regard to the
Company’s securities.
Definitions
“Unpublished price sensitive information” 1(‘UPSI’) means any information, relating to a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 include but not restricted to, information relating to financial results, dividends,
change in capital structure, mergers, de-mergers, acquisitions, delisting’s, disposals and
expansion of business and such other transactions, changes in key managerial personnel and
material events in accordance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
“Generally available information”1 means information that is accessible to the public on a nondiscriminatory basis.
Code
The Company will adhere to the following so as to ensure fair disclosure of events and
occurrence that could impact price discovery in the market for its securities: 1. The Company will make prompt disclosure to the stock exchange of any UPSI that would
impact price discovery no sooner than credible and concrete information comes into
being, in order to make such information generally available. The Company may, in
appropriate circumstances, also simultaneously disclose the UPSI in such manner as it
deems fit including on the Company’s website, print or electronic media or social media. 2. The Company will make uniform and universal dissemination of UPSI to avoid selective
/ speculative disclosure which could have an adverse impact on the market and the
price discovery process. 3. The Company Secretary / Head of Investor Relations of the Company shall act as the
Chief Investor Relations officer to deal with dissemination of information and disclosure
of UPSI. 4. The Company will make prompt dissemination of UPSI that gets disclosed selectively,
inadvertently or otherwise to make such information generally available. 5. The Company will provide appropriate and fair response to queries on news reports and
requests for verification of market rumours by regulatory authorities. 6. Research and analysis should be done on the basis of generally available information.
The Company will ensure that information, if any, shared with analysts and research
personnel during meetings/discussions/conferences, is not UPSI. 7. All analyst/ investor conference shall be attended by the Company Secretary or his
authorised representative. To avoid misrepresentation, the Company Secretary or
authorised representative can make transcripts or arrangement for recording the
discussions at the meeting. 8. The Company will disclose all UPSI on a need to-know basis i.e. UPSI may be disclosed
where such disclosure is in furtherance of legitimate purposes, discharge of legal
obligations or 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 such information.
Disclosure
This Code, including any amendment thereto, shall be published on the Company’s official
website and shall be promptly intimated to the stock exchanges where the securities are listed.
The Board of Directors may lay down further principles, rules and procedures, from time to
time, to ensure fair disclosure of unpublished price sensitive information.
1 As defined under 2(1)(n) SEBI (Prohibition of Insider Trading) Regulations, 2015
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