Nila Infrastructures Ltd — Governance Information 2020

Feb 14, 2020

NILA INFRASTRUCTURES LIMITED

NilajCs/2020/18 Date: February 14, 2020

To, The Department of Corporate Services BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400 001

To,

The Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex,Bandra(E), Mumbai- 400 051

Scrip Code: 530377

Scrip Symbol: NILAINFRA

Dear Sir,

SUBJECT: AMENDMENTS TO THE CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

With reference to the above captioned subject, we wish to inform you that the Code of Practices and Procedures For Fair Disclosure Of Unpublished Price Sensitive Information formulated pursuant to Regulation 8 of SEBl (Prohibition Of Insider Trading) Regulation, 2015, has been further amended effective from 14 February, 2020 and the amended code is enclosed herewith

You are requested to kindly take the same on record.

Thanking you, Yours faithfully, For, Nila Infrastructures Limited

·-o'll 'A~

DipenYPan Company Secretary · Membership Number: A24031

Encl: aja

Registered Office:

1st floor. Sombhoov House Opp. Chief Justice's Bungalow Bodakdev, Ahmedabad 38001 5 Tel.: +91 79 4003 6817 I 18.2687 0258 Fax: +91 79 3012 6371 e-mail: info@nilainfra.com

c1N: L45201GJ1990PLco13417 www.nilainfra.com

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSTITIVE INFORMATION IN TERMS OF REGULATION 8 OF SEBI (PROHIBITION OEINSIDER TRADING) REGULATIONS. 2015

(Revised applicable w.e.fFebruary 14, 2020)

. NILA INFRASTRUCTURES LTD. Corporate Identification Number: L45201GJ1990PLC013417 Registered Office: First Floor, Sambhaav House, Opp: Chief Justice's Bungalow, Bodakdev, Ahmedabad- 380015

The Company has, in terms of the requirement of Regulation 8(1) read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015, adopted Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information ("the Code") w.e.f May 15, 2015 subsequently amended w.e.f 01.12.2016 and w.e.f 01.04.2019. The Board of Directors has thought it prudent to further amend the earlier code by adopting this revised code ("Revised Code"). This Revised Code substitutes the earlier code and shall come into effect w.e.f. February 14, 2020.

The Company is committed to factual, timely and accurate disclosure based on applicable legal and regulatory requirements. This Code is to enable all persons investing in the securities of the Company to have the opportunities for equal and timely access to information that may affect their investment decisions regarding those securities.

The purpose of the Revised Code is to clearly outline procedures and practical guidelines to be followed by the Company for consistent, transparent, regular and timely public disclosures and dissemination of Unpublished Price Sensitive Information. '

This revised Code shall be applicable and binding on all the employees, officers, directors and those persons authorized to speak and communicate on behalf of the Company. This Code which has been reviewed and approved by the Board of Directors has come into effect from April 01, 2019.

4.1. Unpublished Price Sensitive Information

"Unpublished Price Sensitive Information" 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 generally include information relating to the following: ·

• Financial results;
• Dividends;
• Change in capital structure;
• Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;
• Changes in Key Managerial Personnel

4.2. Material Information

Material Information means any information relating to the business or affairs of the Company that results in1 or would reasonably be expected to results in a significant change in the market price or value of the Securities of the Company or that would reasonably be expected to have a significant influence on any reasonable investor's investment decisions. Material Information inter alia, includes information regarding:

• A. Events or Information as stipulated under Para A of Part A of Schedule III under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Acquistion(s) (including agreement to acquire), Scheme of Arrangement (amalgamationfmergerfdemergerjrestructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.
• Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
• Revision in Rating( s)
• Outcome of the Meetings of the Board of Directors to be disclosed to the stock exchange where meeting is held to consider the following:

(a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;

(b) any cancellation of dividend with reasons thereof;

( c ) the decision on buyback of securities; _,

(d) the decision with respect to fund raising proposed to be undertaken

(e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited. dispatched; "

(f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;

(g) short particulars of any other alterations of capital, including calls;

(h) financial results;

(i) decision on voluntary delisting by the listed entity from stock exchange(s)

• Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)fcontract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
• Fraud/defaults by promoters or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
• Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer.
• Appointment or discontinuation of share transfer agent .
• Corporate Debt Restructuring
• Reference to BIFR and winding up petition filed by any party I creditors
• Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.
• Proceedings of Annual and Extraordinary general meetings of the listed entity
• Amendments to memorandum and articles of association of listed entity, in brief .
• Schedule of Analyst or institutional investor meet and presentations on financial results made by listed entity to analysts or institutional investors.

• B. Events or Information as stipulated under Para B of Part A of Schedule III under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/ division,
• Changes in general character of business of the Company,
• Capacity addition or product launch,
• Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
• Agreements (viz. loan agreement(s) as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination( s) thereof,
• Material disruption of operations due to natural calamity
• Effects arising out of change,
• Action pursuant to regulatory amendments that is material to the operations of the Company,
• Details of litigation/ dispute/ regulatory action having a material impact on the present or future operations of the Company,
• Fraud or default by directors (other than KMP) or employees of listed entity,
• Options to purchase securities including any ESOP /ESPS Scheme,
• Giving of guarantees or indemnity or becoming a surety for any third party,
• Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

This list is not exhaustive, but intended to provide examples of information that may require public disclosure. For the purpose of this Code, all the above information including Unpublished Price Sensitive Information would be referred to as "Material Information".

The Company has designated the Chief Finance Officer as the Chief Investor Relations Officer, who shall be responsible to deal with the dissemination of information and disclosures of any Material Information.

No other employee shall respond under any circumstances to any inquiries from the Stock Exchanges, the media or others, unless authorized to do so by the Managing Directors of the Company.

Procedures governing the disclosure of Material Information required shall provide that such disclosure shall be made in accordance with the following principles:

• Information should be disclosed immediately through the Stock Exchanges to ensure 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.

• No selective disclosure s~all be made. Previously undisclosed Unpublished Price Sensitive Information must not be disclosed to selected individuals (for example, in an interview with one or several analyst in particulars or in a telephone conversation with one or several investors in particular). If previously undisclosed information is inadvertently disclosed to an analyst, investor or any other person, such information must then be disclosed to the Stock Exchanges immediately.
• Under certain circumstances, the Company may determine that such disclosure would be unduly detrimental to the Company (for example if release of the information would cause prejudice to negotiations in a corporate transaction), in which case, the information shall be kept confidential until the Company determines it may be publicly disclosed. Information should be disclosed only after there is creditability to the information and the information has concretized.
• Disclosures should be made in timely manner.
• Disclosures must be complete in all material respects and should not be misleading.
• Unfavorable Material Information must be disclosed as promptly and completely as favorable information.
• Disclosure must be corrected immediately if the Company is subsequently made aware that its earlier disclosure contained a material error or omission at the time it was given.

The Company shall disclose Material Information concerning its business and affairs to the public immediately, except when otherwise required for the purpose of maintaining the confidentiality of the information. This Code is to enable all persons investing in the securities of the Company to have the opportunities for equal and timely access to information that may affect their investment decisions regarding those securities.

This Code further provides that, once there is creditability to the information and once the information is reached to a level of concretization, the information would be disclosed by the Company in a timely manner.

In case any Functional Head becomes aware of Material Information about the Company, the said Functional head would immediately contact the Chief Investor Relations Officer of the Company.

Thereafter the Chief Investor Relations Officer in consultation with the Chief Operating Officer and the Company Secretary would determine whether the information requires disclosure to the stock exchanges or not in accordance with the SEBI Laws. Thereafter, the Chief Investor Relations Officer and Chief Operating Officer in consultation with the Company Secretary shall prepare the content of the disclosure; determine the timing of the disclosure and shall disclose the said information to the Stock Exchanges. ·

Invariably the information shall be sent to the Stock Exchanges prior to disseminating through any media (pressfelectronic)/any other means. Post dissemination of any material information

through stock exchange platform; the Company may inform to the public at large. Clips or recording of any TV interview -and copies of press/investor releases shall be displayed on the website 9fthe Company.

While determining the timing of disclosure f dissemination of any material information, the Chief Investor Relation Officer, Company Secretary and other authorized officers of the Company follow below guideline.

SrNo	Type of Information	When Reportable
1	Material Acquistion(s) (including agreement toacquire),SchemeofArrangement(amalgamation/merger I demerger /restructuring),or sale or disposal of any unit(s), division(s) orsubsidiary of the listed entity or any otherrestructuring.	Immediately on approval by theBoardof Directorstoanyacquisition,schemeofarrangement,merger,demerger, restructuring, sale ordisposal of units, divisions orsubsidiary as the case may be.
2	Issuanceor forfeitureof securities, split orconsolidation of shares, buyback of securities, anyrestriction on transferability of securities oralterationintermsor structureof existingsecurities including forfeiture, reissue of forfeitedsecurities,alterationof calls,redemptionofsecurities	Immediately upon approyal bythe Board of Directors.
3	Ratings	All assignment and revision incredit rating of securities andbankfacilitiestobedisseminatedimmediatelyuponacceptanceofconfirmationletterreceivedfrom the credit rating agency.
4	Outcome of the Meeting of the Board of Directorswhere agenda items prescribed under para 4 ofPart A of Schedule III of LODR took place	Within 30 minutes of closure ofBoard Meeting
5	Any agreements which are binding and not in theordinary course of business and material i.e Shareholders's agreement, joint venture agreement,family settlement agreement, treaty with mediacompanies; including any revision, terminationthereof	Uponexecutionofsuchagreements
6	Fraud/Default by Promoters or KMP or by theCompany or arrest of KMP or promoter	Uponhappeningandconfirmationofsucheventimmediately.

SrNo	Type of I_nformation	When Reportable
7	Change in Directors, Key Managerial Personnel,Auditor and Compliance Officer	Incaseofappointmentimmediately upon approval ofBoard of Directors and in caseof resignation upon receipt ofresignationandletteracceptancethereo£
8	Appointment or discontinuation of share transferagent.	· In case of appointment uponexecution of agreement and inuponcaseofresignationissuance of termination letter.
9	Corporate Debt Restructuring	Upon approval by the Boardof Directors
10	Settlement with a bank	Upon approval by the Boardof Directors"
11	Reference to BIFR and winding up petition	Upon approval by the Boardof Directors or any filing bythe Lenders as the case maybe.
12	Issuance of Notices, call letters, resolutions andcirculars	Upon issuance
13	Proceedings of Annual General Meeting and Extra-Ordinary General Meeting	Onconclusionofsuchmeetings
14	Amendments to Memorandum and Articles ofAssociation	Upon approval by the Boardof Directors
15	Schedule Analyst or Institutional Investor Meet.	Upon schedule is confirmed atthe end of the Company or24hoursbeforethemeetwhichever is later.

Events specified under Para .B of Part A of Schedule III under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall become reportable on happening of specific event as under:

SrNo	Information	When Reportable
1	andordinaryInformationofprojectsoperationsof thecourseof businessCompany.	Detailsofprojects,schemesandordinarycourseofbusinessoperations,includingbiddingandpositionchangesorderbookandtherein, shall be informed throughpresentations/investorinvestorrelease I other relevant document onquarterly basis.
2	Receiving of any material order of workfrom Government, Semi Government orPrivate Bodies	Every single order receipt exceedingan amount of Rs. 7 5 Crore (MaterialOrder)shallbedisseminatedimmediately upon receiving confirmwork order or execution of c.ontractwhichever is earlier. Any change Imodification of such orders shall alsobe disseminated forthwith.
3	Effects due to change in the regulatoryframework	Upon such changes are notified andeffect thereof are crystallized by theBoard of Directors.
4	Details of litigation/ dispute/ regulatoryaction having a material impact	Immediately upon crystallizing theimpact of such events.
5	Fraud or default by directors (other thanKMP) or employees of listed entity	Upon happening of such event andconfirmation thereof.
6	Disruption of operations due to naturalcalamity	Upon happening of such event andconfirmation thereof.
7	Options to purchase securities includingany ESOP /ESPS Scheme	Upon approval of Board of Directorsor any committee thereof.
8	Granting,withdrawal,surrender,cancellation or suspension of key licensesor regulatory approvals.	Upon execution or issuance of validgranting,documentationforsuchwithdrawal etc.

Under certain circumstances, the Company may keep Material Information confidential for a limited period of time because immediate disclosure may compromise certain strategic business opportunities of the Company or may not be disclosable due to third party confidentiality restrictions or uncertainty of events.

The determination of when not to disclose Material Information immediately shall be made by the Managing Director(s) of the Company.

The directors/employees of the Company shall not discuss the matters or developments regarding the Company which in any way relate to Material Information with any other persons, except that are required to be disclosed in furtherance of legitimate purposes, performance of his or her duties or under applicable laws or regulations or in legal proceedings.

To protect Material Information from disclosure, the directors/ employees of the Company: J-

• Should not discuss Material Information in public where Material Information may be overheard (e.g., elevators, restaurants, airplanes, taxicabs) or participate in, host'hr link to Internet chat rooms, online social networking sites, newsgroup discussions or bulletin boards which discuss matters pertaining to the Company's activities or its securities;
• Should not carry, read or discard Material Information in an exposed manner in public places;
• Should not discuss Material Information with any other persons, except as required in performance of his or her duties;
• Shall advise the other persons with whom they are meeting where Material Information may be disclosed, before the meeting, that they must not divulge the Material Information; and
• Should not deal in the securities of the Company until the Material Information is publicly disclosed.

In the event of the Company makes an unintentional disclosure of Material Information, it shall forthwith take steps to ensure that the same is disclosed to the Stock Exchanges immediately.

Further, if the Company becomes aware that there has been an inadvertent disclosure of Material Information it should immediately contact the Company Secretary, who in consultation with the Chief Finance Officer and/ or Chief Operating Officer and/ or any one of the Whole Time Directors, shall consider the matter and take appropriate steps.

The Company communicates through meetings, interviews and conference calls with Capital market entities (CME) e.g. analysts, investors, fund managers, financial institutions, research houses, brokers, etc. The Company may also arrange or participate at investor conferences from time to time. All such communications and interactions with CME shall be based on generally available information that is accessible to the public on a non-discriminatory basis. The presentations made to CME are placed on the Company's website. The official news releases are also displayed on the said website. The main channel of communication to the shareholders is through the Annual Report. Details relating to the quarterly performance and financial results are disseminated to the investors through investor release, and investor presentation uploaded on the Company's Website. A copy thereof shall be provided to the exchanges for dissemination and make it generally available.

Briefings may be given to update the investors after each quarterly result is announced through investor releases, group meetings, teleconference, any other viable mode. Investor Releases and Meetings with the investors (bilateral and general) may be held to ensure that the investment community receives a balanced and complete view of the Company's performances, while always observing applicable rules concerning selective disclosure, equal treatment of the shareholqers and insider trading. Individual meetings may also be held with the CME to share generally available information. Schedule of such meetings and conferences shall be intimated to the exchanges in advance as and when decided and shall also be displayed on the website of the Company. Upon conclusion of such meetings and conferences, recording of discussion or transcript shall be displayed on the website of the Company.

Any Unpublished Price Sensitive Information shall only be shared in furtherance of legitimate purpose(s), performance of duties or discharge oflegal obligations. The term "legitimate purposes" shall be construed in accordance with the following principles:

• Sharing of Unpublished Price Sensitive Information in the ordinary course of business by any employee, officer, insider, or by any authorized person with existing or proposed partners, bankers, financial institutions, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants.
• Sharing of Unpublished Price Sensitive Information for any other genuine or reasonable purpose as may be determined by the Managing Director, Chief Finance Officer or Company Secretary.
• Sharing of Unpublished Price Sensitive Information with a court of law or any governmental authority or any regulatory body on the basis of any order issued by them.
• Sharing of Unpublished Price Sensitive Information for any other purpose as may be prescribed under the Regulations formulated by SEBI or the Companies Act, 2013 and Rules made there under or any other law for the time being in force, as may be amended from time to time.

Any person in receipt of Unpublished Price Sensitive Information pursuant to a "legitimate purpose" shall be considered , an insider for purposes of this Code. The person to whom information is communicated for legitimate purpose shall ensure to comply with applicable provisions of the Code of Conduct for dealing in the securities of the Company.

The Company shall not comment, affirmatively or negatively, on market rumours. Should a Stock Exchange request that the Company make a definitive statement in response to a market rumour that is causing significant volatility in the securities of the Company, the Company Secretary, in consultation with Chief Finance Officer or the Managing Directors, shall consider the matter and prepare content of the Company's response, such as "no corporate development at this time".

The Company may at the request of the CME, review their reports for the limited purpose of pointing errors based on previously disclosed information.

The Company shall maintain and store records in respect of disclosures made by it through any means under the relevant provisions of the Companies Act, 2013, Rules made there under, SEBI Act, 1992, Rules, Regulations and Guidelines issued there under and the Listing Agreements, for audit and future reference.

No employee including his/her own behalf or on behalf of any other person, trade or undertake to trade or cause to trade in the securities of the Company (i) when he/she is in possession of any Unpublished Price Sensitive Information and (ii) during the Restricted Trading Period.

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