Bang Overseas : Policy for procedure of inquiry in case of leak of UPSI

UNIT NO. : 405-406, KEWAL IND. ESTATE, S.B MARG, LOWER PAREL (W), MUMBAI-400 013 INDIA CIN: L51900MH1992PLC067013

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Tel : [phone], Fax: [phone], Email: [e-mail]: www.banggroup.com

POLICY FOR PROCEDURE OF INQUIRY INCASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

[Under Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015]

This Policy shall come into effect from 30th March, 2019

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Background

The Committee constituted by SEBI to review the Insider Trading Regulation noted the recent cases of leak of UPSI related to listed entities on Instant Messaging apps. Such information originates from within the company and affects the listed company in terms of its market price as well as loss of reputation and investors' / financers' confidence in the company.

Leakage of UPSI from a company is a matter of serious concern not only for the regulator but for the company as well, and listed companies should take responsibility to find out sources responsible for the leakage and plug loopholes in the internal control systems to prohibit reoccurrence of such leakage of UPSI.

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.

In this regard, Board of Directors of Bang Overseas Limited ("the Company") has laid down this policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information ('the policy'), for adoption.

1. Objective

• To strengthen the internal control system to prevent leak of UPSI.
• To restrict and prohibit the practice of sharing of UPSI, with the un-authorized person, which originates from within the company and which affects the market price of the Company as well as loss of reputation and investors' / financers' confidence in the company.
• To have a uniform code to curb the un-ethical practices of sharing UPSI by Insiders, Employee & Designated Persons with any person, firm, Company or Body Corporate.
• To initiate inquiry in case of leak of UPSI or suspected leak of UPSI and inform the same to the Securities and Exchange Board of India ("SEBI") promptly.
• To take disciplinary actions, if deemed fit against any Insider, Employee & Designated Persons who appears to have found guilty of violating this policy, apart from any action that SEBI mayinitiate/take against the Insider, Employee & Designated Persons.

1. Scope

To lay procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.

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1. Applicability

This policy shall be applicable with effect from 30th March, 2019.

IV. Definitions:

(i) Code

Shall mean Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and Code of Fair Disclosure of Unpublished Price Sensitive Information' of the Company.

1. Chief Investor Relation Officer ("CIRO")
   Shall mean the Compliance Officer of the Company appointed by the Board of Directors under SEBI (Prohibition of Insider Trading) Regulations, 2015.

(iii) Insider

Shall mean Insider as defined under the Code.

1. Inquiry Committee
2. 
   Shall means the committee set up in terms hereof to conduct inquiry against any case of leak or suspected leak of UPSI.
3. Leak of UPSI
   Shall mean communication of information which is/shall be UPSI by any Insider, Employee & Designated Persons or any other known or unknown person to any person other than a person(s) authorized by the Board or CIRO of the Company after following the due process prescribed in this behalf in the Code and /or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.
4. 1. LODR Regulations
      Shall mean SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
   2. PIT Regulations

Shall mean SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.

(viii) Suspect

Shall means the person(s) against or in relation to whom an inquiry is initiated in case of a leak or suspected leak of UPSI.

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(ix)Support Staff

Shall include IT Staff, Secretarial Staff, Legal Staff, Finance Staff, Strategy Staff who have access to unpublished price sensitive information.

1. Un-publishedPrice Sensitive Information ("UPSI")
   shall mean 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 the following;
2. • Periodical Financial Results of the Company;
   • Intended declaration of dividends (Interim and Final);
   • Change in capital structure i.e. Issue of securities, buy-back of securities or any forfeiture of shares or change in market lot of the Company's shares;
   • Mergers, De-mergers, Amalgamation, Acquisitions, De-listing of Securities, Scheme of Arrangement or Takeover, Disposals, Spin Off or Selling Division of Whole or Substantially Whole of the Undertaking and Expansion of Business and such other transactions;
   • Any major expansion plans or execution of new projects or any significant changes in policies, plans or operations of the Company;
   • Changes in Key Managerial Personnel;
   • Material events in accordance with LODR Regulations and
   • Any other matter as may be prescribed under the Listing Regulations and/or Corporate Law to be price sensitive, from time to time.
3. Working Days
   Shall means working days of the Company.

Words and expressions used and not defined in this Policy but defined in the PIT Regulations, 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 the Rules and Regulations made there under shall have the meanings respectively assigned to them in those legislation.

1. Sharing of UPSI

• A person who is covered under the Code and who is in possession of or having access to the UPSI, shall share the UPSI only for legitimate purposes, performance of duties or discharge of legal or statutory obligations, in adherence to the Code.
• When any UPSI is shared, it must be recorded in the Structured Digital Database of the Company in the manner as prescribed in the Code.
• Any non-compliance with sub clauses above will be construed as leakage of UPSI.

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VI.	Constitution of Inquiry Committee:

The Board of Directors or any Committee authorized by them in this behalf, shall be an Inquiry Committee. It shall consist of minimum 3 (three) Members which shall include:

1. Managing Director;
2. Chief Financial Officer;
3. Chief Investor Relation Officer and
4. Any other officer of the Company

Inquiry Committee may seek advice of any other person as it may deem fit for completion of any inquiry. If any member of the Inquiry Committee has a conflict of interest in any given case, then he/she should recuse himself/herself, and other members of the Inquiry Committee shall deal with the matter. The Managing Director may change/alter/re-constitute the Inquiry Committee as may be required from time to time.

VII. Duties of Chief Investor Relations Officer:

The CIRO shall be responsible to;

• Oversee the Compliance of this policy.
• To co-ordinate with and disclose the relevant facts of the incident of actual or suspected leak of UPSI to the Inquiry committee.
• Report the incident of actual or suspected leak of UPSI to the SEBI
• Intimate the incident of actual or suspected leak of UPSI to the Stock Exchanges.

VIII. Duties of Inquiry Committee:

The Inquiry Committee shall be responsible;

• To conduct a preliminary Inquiry to ascertain the truth contained in the information or complaint pertaining to actual or suspected leak of UPSI, if any;
• To authorize any person, if required, to collect necessary support material;
• To keep the identity of the Suspect confidential till the completion of inquiry unless it is essentially required for the purpose of investigation;
• To notify the Suspect of the allegations at the outset of an internal investigation and provide him with the opportunity to represent his case himself and submit evidence.
• To provide opportunity of being heard to the Suspect, during the inquiry proceedings; and
• To consider the facts and circumstances and decide / direct on the matter and disciplinary action thereon.

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