CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

[Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, (together referred to as “Regulations”), read with Schedule A of the Regulations]
The Company will adhere to the following so as to ensure fair disclosure of events and occurrence that could impact price of its securities in the market:

1. NORMS FOR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

  1. Prompt public disclosure of Unpublished Price Sensitive Information-
    • Unpublished Price Sensitive Information shall be communicated by company to stock exchange/s promptly and also the said information shall be uploaded to the Company’s official website www.snailbh.in in order to be accessed by the Investors and members of the company i.e to make the information generally available.
  2. Uniform and Universal dissemination of Unpublished Price Sensitive Information-
    • The disclosure of Unpublished Price Sensitive Information shall be on a continuous, immediate, uniform basis and will be universally disseminated. The company may consider other ways of supplementing information released to stock exchange/s by improving Investor access to their public announcements.
  3. Overseeing and co-ordinating disclosure-
    • The Compliance Officer of the Company who has been designated as the Chief Investor Relations Officer, for the purpose of these regulations, shall oversee corporate disclosures and deal with dissemination of information and disclosure of unpublished price sensitive information.
    • The Chief Investor Relations Officer shall be responsible for ensuring that the Company complies with continuous disclosure requirements and overseeing and co-ordinating disclosure of Unpublished Price Sensitive Information to stock exchange, on the website of the company and media.
    • If information is accidentally disclosed without prior approval of Chief Investor Relations Officer, the person responsible may inform the Chief Investor Relations Officer immediately, even if the information is not considered Unpublished Price Sensitive. In such event of inadvertent, selective disclosure of unpublished price sensitive information, the Chief Investor Relations Officer shall take prompt action to ensure such information is generally available.
  4. Overseeing and co-ordinating disclosure-
    • The Chief Investor Relations Officer shall promptly respond to any queries or requests for verification of market rumors by exchanges.
    • The Chief Investor Relations Officer shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumors and then making the disclosure.
      He/she shall also provide appropriate assistance and fair response to the regulatory authorities including the stock exchanges for verification of news reports and market rumors.

2. PROCESS OF DISSEMINATING INFORMATION IN ORDER TO MAKE THE UNPUBLISHED PRICE SENSITIVE INFORMATION GENERALLY AVAILABLE:

  • Disclosure/dissemination of information may be done through various media so as to achieve maximum reach and quick dissemination.
  • Company shall ensure that disclosure to stock exchange is made promptly.
  • The website of the company may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.

3. MANNER OF DEALING WITH ANALYST AND RESEARCH PERSONNEL:

  • Only Public information to be provided – A company shall provide only public information to the analyst/research persons/large investors like institutions. Alternatively, the information given to the analyst should be simultaneously made public at the earliest.
  • Recording of discussion – In order to avoid misquoting or misrepresentation, it is desirable that at least two company’s representative be present at meetings with analysts, brokers or institutional investors and discussion should preferably be recorded.
  • Handling of unanticipated questions – A listed company should be careful when dealing with analysts’ questions that raise issues outside the intended scope of discussion.
  • Unanticipated questions may be taken on notice and a considered response given later. If the answer includes unpublished price sensitive information, a public announcement should be made before responding.
  • Simultaneous release of Information – When a company organizes meetings with analysts, the company shall make a press release or post relevant information on its website after every such meet.

4. GENERAL AVAILABLE INFORMATION:

The company will promptly disclose the following information on the website of the Company and to the stock exchange:

  • Declaration of Financial results (quarterly, half-yearly and annual);
  • Declaration of dividends (interim and final);
  • Issue of securities by way of public/ rights/bonus, etc.;
  • Any major expansion plans or winning of bid or execution of new projects;
  • Amalgamation, mergers, takeovers and buy-back;
  • Disposal of whole or substantially whole of the undertaking;
  • Any changes in policies, plans or operations of the Company;
  • Disruption of operations due to natural calamities;
  • Litigation/dispute with a material impact;
  • Change in Key managerial personnel;
  • Any information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company.

5. UNPUBLISHED PRICE SENSITIVE INFORMATION ON NEED-TO-KNOW BASIS:

Unpublished Price Sensitive Information shall be handled on a “need to know” basis i.e. unpublished Price Sensitive Information shall be disclosed only to those where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

6. LEGITIMATE PURPOSE:

As an exception, the UPSI can be shared by an Insider in furtherance of “Legitimate Purposes”, provided it is not shared to evade or circumvent the prohibitions under the Regulations.
The Company has formulated a policy for determination of legitimate purposes.

7. LEAK/SUSPECTED LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

The Board has formulated a written policy for initiating appropriate inquiries on becoming aware of leak/suspected leak of unpublished price sensitive information, and informing the Securities and Exchange Board of India (SEBI) promptly of such leaks, inquiries and results of such inquiries.
The Company has formulated a whistle-blower policy, that, inter-alia, enables employees to report instances of leak of UPSI.

8. CODE OF CONDUCT:

The Company shall adhere to the prescribed standards for code of conduct to regulate, monitor and report trading by insiders, designated employees and all other applicable persons and entities.

9. DISCLOSURE OF CODE ON PUBLIC DOMAIN:

This Code and any amendment thereof will be published on the Company’s website www.snailbh.in

10. AMENDMENT OF THE CODE:

This Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchange where the securities of the Company are listed.