MINI AGRO TANZANIA LIMITED
CODE OF PRACTICES AND PROCEDURES OF FAIR DISCLOSURES
1. PURPOSE:
The Regulations envisages every listed Company to formulate a code of
practices and procedures for Fair Disclosure of Unpublished price Sensitive
Information (“code”).
In compliance of the above-said regulations, the Board of Directors of Tine
Agro Limited has framed this Code.
2. OBJECTIVE OF CODE:
The Company endeavors to preserve the confidentiality of Unpublished Price
Sensitive Information (UPSI) and to report the instances of leak of
unpublished price sensitive information.
The Code ensures timely and adequate disclosure of UPSI which could
impact the prices of its securities and maintains the uniformity,
transparency and fairness in dealing with all its stakeholders.
3. DEFINITIONS:
a. ‘Chief Investors Relations Officer’ (“CIRO”) means the Compliance
Officer & Company Secretary of the Company.
b. “Company” means Tine Agro Limited (hereinafter referred to as
“the Company”).
c. “Compliance Officer” for the purpose of these regulations means the
Company Secretary of the Company.
d. “Unpublished Price Sensitive information” (USPI) means any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 including but not restricted to,
information relating to financial results, dividends, change in capital
structure, mergers, de-mergers, acquisitions, delisting, disposals and
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expansion of business and such other transactions, changes in Key
managerial personnel; and materials events in accordance with the
listing agreements.
e. “Legitimate Purpose” Shall include sharing of unpublished price
sensitive information in the ordinary course of business by an insider
with partners, collaborators, lenders, customers, suppliers, merchant
bankers, legal advisors, auditors, insolvency professional or other
advisors or consultants, which sharing carried out to evade or
circumvent the prohibitions of these regulations.
f. “Insider” Means any person who is:
– A connected person;
– In possession of or having access to unpublished price
sensitive information
Communication or Procurement of UPSI
¾ Notice shall be given to all such persons to maintain confidentiality of
such UPSI;
¾ UPSI may be communicated, where the board of directors is of
opinion that sharing of such information is in the best interest of the
company, in connection with a transaction that would entail an
obligation to make an open officer under the takeover regulation;
¾ The board of directors and parties execute agreement to contract
confidentiality shall not trade in securities of the company when in
possession of UPSI;
¾ Board of directors shall ensure structured digital data base is
maintained with time stamping along with Permanent Account
number or any other identification of authorized by law where PAN is
not available;
¾ Company can share unpublished price sensitive information with
Partners, collaborators, lenders, Customers, Suppliers, Merchant
Bankers, Legal Advisors, Auditors, Insolvency Professionals or other
advisors or consultants where such communication is in furtherance
of Legitimate Purpose(s).
Following factors must be satisfied while determining what
constitutes a legitimate purpose.
i. Must be shared in the ordinary course of business or for
Corporate purpose;
ii. Required to be done in furtherance of fiduciary duties or in
fulfilment of any statutory obligations; and
iii. Information shared is in the interest of the Company
Any Person in receipt of unpublished price sensitive information
pursuant to a “Legitimate Purpose” shall be considered as an
“insider” for purposes of SEBI (PIT) Regulations and such persons are
also required to ensure the confidentiality of unpublished price
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sensitive information shared with them, in compliance with the SEBI
(PIT) Regulations.
4. NORMS FOR DISCLOSURE OF UPSI
a. Prompt Public Disclosure
UPSI shall be shared by the company with stock exchanges promptly
and shall also be uploaded on the Company’s official website, in
compliance of regulatory requirements.
b. Overseeing and Coordinating Disclosure(s)
The CIRO shall oversee corporate disclosures and deal with
dissemination of information and disclosure of UPSI. The CIRO shall
be responsible for ensuring that the Company complies with
continuous disclosure requirements and for overseeing and
coordinating disclosure of UPSI to stock exchanges, on the website of
the company and to the media.
If any information is accidentally disclosed without prior approval of
CIRO the person responsible may inform the CIRO immediately. In
such event of inadvertent disclosure of UPSI, the CIRO shall take
prompt action to ensure such information is generally available. In
addition to the CIRO, the following persons are also authorized to
communicate with the Investors/media:
i. Chairman
ii. Managing Director
iii. Executive Director(s)
iv. CEO &
v. CFO
c. Manner of dealing with analyst and research personnel
i. Only Public information to be provided – A company shall
provide only public information to the analyst/research
persons/large investors like institutions.
ii. Recording of discussion – In order to avoid misquoting or
misrepresentation, it is desirable that at least two company’s
representatives be present at meetings with analysts, brokers
or institutional investors. The Company shall adopt best
practices to make transcripts or records of proceedings of such
meetings available on the website of the Company to ensure
official confirmation and documentation of disclosures made.
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iii. Handling of unanticipated questions – The 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 UPSI, a public disclosure, if
considered appropriate, should be made before responding.
5. Amendments to the Code
The Board of Directors may review or amend this code, in whole or in part,
from time to time, as per the requirements of the Companies Act, 2013 or
SEBI (Prohibition of Insider Trading) Regulations, 2015 or any other
enactments/rules as may be applicable.
