Exide Industries Ltd. — Governance Information 2019

Mar 29, 2019

RefNo.: EIL/SEC/2018-19/61

29th March, 2019

TheSecretary	SecretaryThe
CalcuttaStockLimitedTheExchange	BSELimited
7LyonsRange,	PhirozeJeejeebhoyTowers
Kolkata- 700001	Street,DalalMumbai- 400001
CSEScripCode:15060&10015060	BSEScripCode:500086
TheSecretary	-
NationalStockExchangeIndiaLimitedof
ExchangePlaza,5thFloor,Plotno. C/1,Block,G
Bandra-KurlaComplex,Bandra(E),
Mumbai- 400051
NSESvmbol:EXIDEIND

Dear Sir/Madam,

Sub: Amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

We wish to inform you that Board of Directors of the Company, through circular resolution dated 28th March, 2019 have considered and approved the following in compliance with Securities and Exchange Board oflndia (Prohibition oflnsider Trading) (Amendment) Regulations, 2018 -

• ( 1) Revised Code of Conduct for Prevention of Insider Trading formulated in terms of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015; and
• (2) Revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information formulated in terms of Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The revised Codes are effective from 1st April, 2019. A copy of the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as required under the Regulations is enclosed herewith.

This is for your information and records.

Thanking you.

Yours faithfully, For Exide Industries Limited

�r,

Company Secretary and EVP- Legal & Administration ACS No. 11159

Encl: as above

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF

UNPUBLISHED PRICE SENSITIVE INFORMATION

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Process Owner	Jitendra Kumar
Address	Exide House, 59E Chowringhee Road, Kolkata 700020
Email	jitendrak@exide.co.in
Business Phone	033 23023400
Version Number	V2.0
Current Policy Effective	1 April 2019
Date

Document Change History

Version	Author	Date	Comments
V1.0	Mr. Jitendra Kumar	14th May2015	Formulation of the Code
		(effective 15th May 2015)
V2.0	Mr. Jitendra Kumar	28th March 2019	Amendment to the Policy to align
		(effective 1 April 2019)	to the SEBI (Prohibition of Insider
			Trading) (Amendment) Regulations,
			2018

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

(PURSUANT TO REGULATION 8(1) OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015)

Exide Industries Limited ('EIL') shall adhere to the practices and procedures detailed in this Fair Disclosure Policy document, effective May 15, 2015, in order to ensure fair disclosure of events and occurrence that could potentially impact price of listed securities of the Company in the market.

SEBI has vide notification dated 31 December 2018, amended SEBI (Prohibition of Insider Trading) Regulations, 2015 effective from April 01 2019. As required under the said Regulations, a revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), (hereinafter referred to as the "Code") has been framed for adoption by the Board of Directors of the Company. The said Code shall supersede the earlier Code and shall be effective from April 01, 2019.

I. Definitions:

• a. "Legitimate Purpose" shall include sharing of UPSI in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibition of these regulations. The Company Secretary & Compliance Officer of the Company may determine the other entities with whom UPSI may be shared for Legitimate Purpose.
• b. "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 Securities of the Company and shall, ordinarily include but not be restricted to, information relating to the following:
  • i. Financial results;
  • ii. Dividends;
  • iii. Change in capital structure
  • iv. mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such other transactions;
  • v. Changes in Key Managerial Personnel;
  • vi. Any other event as may be notified by the Company from time to time.

Other terms not specifically defined here shall have the same meaning as assigned under the said Regulations.

II. Code:

The Company shall follow the Principles of Fair Disclosures detailed hereunder:

• 1. Shall promptly disclose any information that could have material impact on price of equity shares or securities of the Company (herein after called Unpublished Price Sensitive Information 'UPSI');
• 1. To ensure equality of access to information, the Company shall ensure
  • a) uniform & universal disclosure of UPSI through the Stock exchange(s);
  • b) public dissemination of the said information on a non-discriminatory basis.
• 1. The Company will make prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise, in any forum in India or abroad, to make such information generally available;
• 1. Shall ensure that any information shared, with analysts and/or research personnel or at any investor relation conferences, is not an UPSI.
• 1. Will make transcripts or records of proceedings, if any, of meetings with analysts or at other investor relations conferences on the website of the Company to ensure official confirmation and documentation of disclosures made.
• 1. The Company shall provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
• 1. Any information that may be potentially construed or classified as UPSI would be dealt with by the Directors and Employees of the Company only on 'Need to Know' basis.
• 1. The Company Secretary & Compliance Officer of the Company shall serve as the 'Chief Investor Relations Officer' for the purposes of this Policy to deal with dissemination of information and disclosure of UPSI.
• 1. No Insider shall communicate, provide, or allow access to any UPSI, relating to a Company or securities listed or proposed to be listed, to any person including other Insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
• 1. No person shall procure from or cause the communication by any insider of UPSI, relating to a Company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
• 1. Any person in receipt of UPSI pursuant to a "Legitimate Purpose" shall be considered an "insider" for purposes of these Regulations and due notice shall be given to such persons to maintain confidentiality of such UPSI in compliance with these regulations.
• 1. All information shall be handled within the organizations on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of Legitimate Purposes, performance of duties or discharge of legal obligations. The Code of Conduct contains norms for appropriate Chinese Walls Procedures, and processes for permitting any designated person to "cross the wall".
• 1. The agreements entered into involving sharing of UPSI should have a "confidentiality clause" or a separate Non-Disclosure Agreement shall be executed with parties to safeguard the disclosure of UPSI.
• 1. To determine whether the sharing of UPSI is for legitimate purposes or not, the following facts are to be considered by every person who has been in possession of UPSI and is required to share the same:
  • i. Whether the concerned UPSI is required to be shared?
  • ii. Why the information is required by the recipient?
  • iii. Where is the authorization to share the same?
  • iv. Whether non- disclosure agreements were signed?
  • v. Whether notice to maintain confidentiality of the shared UPSI has been given?
  • vi. Whether the Compliance Officer was intimated in case of ambiguity?

This Fair Disclosure Policy document adopted in line with the principles set out in Schedule A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time has been approved by the Board of Directors of the Company and shall be applicable and binding on all covered persons of the Company.

The policy shall also be uploaded on the website of the Company at www.exideindustrieslimited.com. The Policy shall co-exist with 'Exide Code of Conduct to Prevent Insider Trading' and any person taking notice of 'Exide Code for Prevention of Insider Trading' shall also take note of this Policy.

------------------- ********** --------------------------