Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
For Members of the Board of Directors of Geojit Financial Services Limited
The Board of Directors of Geojit Financial Services Limited (the “Company”) are expected to manage the affairs of the Company in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.
1. Preface
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SEBI vide its Circular No. LD-NRO/GN/2014-15/21/85, dated 15th
January, 2015, has introduced SEBI (Prohibition of Insider Trading)
Regulations, 2015, to be effective from 15th May, 2015.
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Chapter – IV of SEBI (Prohibition of Insider Trading) Regulation,
2015, Regulation 8, provides for the formulation of a “Code of
Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information” (hereinafter referred to as the “Code”).
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The Company endeavours to preserve the confidentiality of
un-published price sensitive information and to prevent the misuse
of such information. To achieve these objectives, and in compliance
with the aforesaid SEBI regulations, the Company, hereby adopts
this Code.
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This Code shall be applicable upon the Members of the Board of
Directors of the Company with effect from 15th May, 2015.
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Any subsequent modification and / or amendments brought about by
SEBI in the SEBI (Prohibition of Insider Trading) Regulation, 2015
shall automatically apply to this Code.
2. Principles of Fair Disclosure for Purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
This 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 securities of the Company. To achieve this objective,
the members of the Board of Directors shall adhere to the following
principles in letter as well as in spirit:
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There shall be a prompt public disclosure of unpublished price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.
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The uniform and universal dissemination of unpublished price
sensitive information to avoid selective disclosure shall be
ensured.
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Unless otherwise resolved by the Board of Directors, the Company
Secretary of the Company shall act as the Investor Relations
Officer to deal with dissemination of information and disclosure of
unpublished price sensitive information.
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There shall be prompt dissemination of unpublished price sensitive
information that gets disclosed selectively, inadvertently or
otherwise. It shall be ensured that such information is made
generally available.
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Appropriate and fair response shall be provided against queries on
news reports and requests for verification of market rumours by
regulatory authorities.
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The Board of Directors shall ensure that information shared with
analysts and research personnel is not unpublished price sensitive
information.
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Unpublished price sensitive information shall be followed on a
need-to-know basis.
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Best practices will be followed 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.
3. Power of the Board of Directors
The Chief Investor Relations Officer, subject to the approval of the Board of Directors, reserve the right to amend or modify this Code in whole or in part, at any time without assigning any reason whatsoever.
The Board may also establish further rules and procedures, from time to time, to give effect to the intent of this Code and to further the objective of good corporate governance.
The decision of the Board of Directors of the Company with regard to any or all matters relating to this Code shall be final and binding on all concerned.
4. Disclosure of the Code on Public Domain
This Code shall be published on the official website of the Company.
Further, this Code and every subsequent amendment made thereto, shall be promptly intimated to the Stock Exchange where the securities of the Company are listed.