| Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information |
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| (1) INTRODUCTION |
| The Code of Practices and Procedures (the "Code") of GFL Limited for fair and continuous disclosure of Unpublished Price Sensitive Information (UPSI) in the market in order to adhere to the principles as set out in Schedule A referred in the Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('Regulation/s' or 'PIT Regulations') adopted by the Board is amended to include changes made as proposed SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. |
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| (2)
Objective |
The Objective of this Code is to formulate the framework and procedures for fair disclosures of events and occurrences that could impact the price discovery in markets for its securities.
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| (3)
Definitions |
In this Code, the following words, expressions and derivations therefrom shall have the meanings assigned to them under PIT Regulations.
a.) Act
b.) Board or SEBI
c.) Compliance Officer
d.) Connected Person
e.)Generally Available Information
f.)Immediate Relative
g.) Insider
h.)Promotor
Words and expressions used and not defined in this Code but defined in the , Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 or the Companies Act, 2013 and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislations.
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| (4)
Disclosure Principle |
| The Company will make prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such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 However, the Company or any Insider of the Company will not make any disclosure of UPSI to the selected individuals or group of individuals or Connected Persons including other Insiders except in following cases: |
| > The information disclosed is in furtherance of legitimate purposes, performance of duties or discharge of obligations on need to know basis as per its "Policy for determination of Legitimate Purposes" (Annexure A), provided it is not shared to evade or circumvent the prohibition under this Regulation. |
| > The information disclosed is in connection with a transaction which would not attract the obligation to make an open offer under the takeover regulations but where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the Company and the information that constitute unpublished price sensitive information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effectedin such form as the board of directors may determine to be adequate and fair to cover all relevant and material facts. Provided that the parties to the transaction execute agreement to contract confidentiality and non-disclosure obligations and the said parties shall keep the information confidential except of the purpose mentioned above, and shall not otherwise trade in securities of the Company when in possession of UPSI |
| > The information disclosed is in connection with a transaction which would not attract the
obligation to make an open offer under the takeover regulations but where the board of
directors of the company is of informed opinion that the proposed transaction is in the best
interests of the Company and the information that constitute unpublished price sensitive
information is disseminated to be made generally available at least two trading days prior to
the proposed transaction being effected. |
Beside above, the Company will file all its reports and notices as required to be filed under the Listing Agreement with the Stock Exchanges within prescribed time limit
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| (5)
Leaked /Suspect leak of UPSI |
| The Board has formulated written policy for initiating appropriate inquiries on becoming aware of leak/suspected leak of unpublished price sensitive information (Annexure B). |
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| (6)
Role and Responsibilities |
| The Board acknowledges that it may not be possible to contact all the Directors whenever a disclosure requirement arises regarding the nature and content of an announcement. The Board has therefor delegated certain responsibilities with respect to continuous disclosure and external announcement. |
| The responsibilities under this policy are divided as under: |
| Managing Director, Directors and Whole-time Directors of the Company will be responsible for approval of making any announcements to the Stock Exchanges and Public. They will also ensure prompt dissemination of UPSI that gets disclosed selectively, inadvertently and to ensure that such information is generally available. |
| Company Secretary of the Company shall act as a chief investor relations officer of the Company to deal with dissemination of information and disclosure of UPSI. |
| Managing Director, Director, Whole-time Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary and Head of Corporate Communication Team can make communications pertaining to UPSI with the Stock Exchanges and Public. |
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| (7)
Disclosure Procedures |
| Review of Price Sensitive Information: After receipt of any potentially price sensitive information, the Company Secretary will immediately review the information in consultation with the Managing Director, Director and Group Head Corporate Finance and/ or external advisors to determine whether the information is price sensitive and is required to be disclosed to the Stock Exchanges. |
| Prepare draft announcement to the Stock Exchanges: If the information is price-sensitive information, the Company Secretary will prepare draft announcement to the Stock Exchanges which is factual and expressed in clear manner and obtain approval of the Managing Director or Director. |
| Lodge Announcements: The Company The Company Secretary on behalf of the Company will lodge or arrange for lodgement of the announcement with the Stock Exchanges. |
| Post announcement on website:After lodgement of announcement with the Stock Exchanges, the Company Secretary will arrange to place it on the website of the Company. |
| Thereby ensuring uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information without any selective disclosure. |
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| (8)
Media |
| Appropriate and fair response to queries on news reports. However, no response will be made to market speculation or rumour except where it is necessary to comply with the continuous disclosure obligations. A response will be submitted to the Stock Exchanges against their query requesting the Company to clarify the matter. |
| A briefing on the Company's performance and results is normally organized for the media after the quarterly financial results of the Company are announced. |
| In order to manage dissemination of information about issue or major development in business, a press release will be issued to media via email or fax. An electronic copy of the press release will be posted on the Company website. The issue of press releases or strategic announcements of the subsidiaries of joint ventures is subject to agreed procedures. |
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| (9)
Discussion with Analysts and Investors |
| As part of the Compan's management of investor relations and to enhance analysts understanding of its background and technical information, the Company will conduct a meet or one to one discussion or group briefings and conference calls with Investors / Analysts (collectively referred to as briefings). The information shared with analysts and research personnel should not be UPSI. The protocol developed by the Company must be followed and the announcement of Investors Presentations or Transcript of conference call with Investors / Analysts be submitted to the Stock Exchanges and put up on the website of the Company to ensure official confirmation and documentation of disclosures made. |
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| (10)
Communication of this Code |
| A copy of this Code and every amendment thereto shall be promptly intimated to the Stock Exchanges. A copy of this Code shall be handed over to the Directors and all the Employees of the Company within one month from the date of approval by the Board. This Code shall also be posted on the website of the Company. |
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| (11)
Amendment |
| Any change in this Code shall be approved by the Board of Directors or Commitee of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Code or the entire Code, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding. |
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