CODE OF PRACTICES AND PROCEDURES TO BE FOLLOWED FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

1. SCOPE

The Company endeavors to preserve the confidentiality of Unpublished Price Sensitive Information (UPSI) and to prevent misuse of such information. The Company is committed to maintain transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.

2. DEFINITIONS

Legitimate Purposes shall include sharing of Unpublished Price Sensitive information in the ordinary course of business by an Insider with partners, collaborators, lenders, customers, suppliers, merchant bankers,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, accounting firms, law firms, analysts, insolvency professional entities, banks or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

Unpublished Price Sensitive Information (UPSI) means any information relating to the Company or its Securities directly or indirectly that is not generally available which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:

a) Financial results of the Company
b) Dividends
c) Change in capital structure
d) Any major expansion plans or execution of new projects
e) Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions
f) Changes in Key Managerial Personnel
g) Material events in accordance with the listing Agreement
h) Or any such other event which the board may decide to be in the nature of Unpublished Price Sensitive Information

Other Words and expressions used and not defined in this Code but defined in the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013), the Rules and Regulations made thereunder and Unichem Laboratories Limited Code for Insider Trading and shall have the meanings respectively assigned to them in those legislations, rules, regulations and the code.

3. PRINCIPLES OF FAIR DISCLOSURE

The Company shall adhere to the following principles to ensure timely and fair disclosure of Unpublished Price Sensitive Information:

1. To make, prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such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.

2. To make, uniform and universal dissemination of Unpublished Price Sensitive Information, with intent to avoid selective disclosures.

3. The Company Secretary and Compliance Officer of the Company will be the Chief Investor Relations Officer to deal with dissemination of information and disclosures of Unpublished Price Sensitive Information.

4. To ensure, prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently, or otherwise to make such information generally available.

5. To provide appropriate and fair response to queries on news reports and requests for verification on market rumours by regulatory authorities.

6.The Company will ensure that, information if any, shared with analysts and research personnel is not Unpublished Price Sensitive Information.

7. The Company will constantly endeavour to develop best practices to make transcripts and records of proceedings of meetings with analysts and other investor relations conferences on the official website (www.unichemlabs.com) to ensure official confirmation and documentation of disclosures made.

8. To handle all Unpublished Price Sensitive information on a need-to-know basis.

4. POLICY FOR LEGITIMATE PURPOSE

1. UPSI can be shared by an Insider on need to know basis only to partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, accounting firms, law firms, analysts, insolvency professional entities, banks or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.
for the following purposes:

– In normal and ordinary course of business
– For availing professional services
– In relation to a proposed deal or assignment
– For mandatory performance of duties or discharge of legal obligations
– For any other genuine or reasonable purpose as may be determined by the Chief Investor Relations Officer
– For any other purpose as may be prescribed under the Securities Regulations or Company Law or any other law for the time being in force, in this behalf, as may be amended from time to time.

Provided that such sharing of UPSI should not be carried out to evade or circumvent the prohibitions of PIT Regulations.

However, other provisions/restrictions as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015 or any other law for the time being in force in this behalf, as may be amended from time to time, shall be observed.

2. Any person in receipt of UPSI pursuant to a “Legitimate Purpose” shall be considered an “Insider” for purposes of this Code and due notice shall be given to such persons by the Compliance Officer.

3. Before sharing the UPSI to any recipient, the Insider shall :

i. make aware such recipient that the information shared is or would be confidential.
ii. instruct such recipient to maintain confidentiality of such Unpublished Price Sensitive Information in compliance with these regulations.
iii. make aware to such recipient the duties and responsibilities attached to the receipt of such information and the liability attached to misuse or unwarranted use of such information.
iv. Enter into Non Disclosure Agreements/Memorandum of Understanding wherever required.

4. The Chief Investor Relations Officer shall be responsible to maintain a structured digital database of such persons or entities as the case may be with whom the UPSI is shared under the Regulations which shall contain the following information:

i. Name of such recipient of UPSI
ii. Name of the Organization or entity to whom the recipient represent
iii. Postal Address and E-mail ID of such recipient
iv. Mobile or contact number
v. Permanent Account Number (PAN) or any other identifier authorized by law, if PAN is not available.

5.The Chief Investor Relations Officer shall also be responsible to ensure that such databases shall be maintained with adequate internal controls and checks such as time stamping and audit trials to ensure non-tampering of such database.

6.In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.

This Code has been amended, approved and adopted by the Board of Directors at its meeting held on March 28, 2019 and shall come into effect from April 1, 2019.