TECHNOJET CONSULTANTS LIMITED

Registered Address: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001 Telephone No: 91 2261 8071 Fax: 02267495200 CIN: L 74210MH1982PLC027651 Email id: [email protected] Admin Office: C-1, Wadia International Center, Panclurang Budhlrnr Marg, Worli, Mumbai 400 025 Telephone No: 91 22 6662 0000 Website: www.technojct.in

Date: 16th 1\pril. 201 9

To, BSE Limited P. J. Towers, Dala l Street, Mumbai - 40000 I

Scrip Code: TECHCON

Dear Sirs.

SUB: AMENDMENT TO THE CODE OF PHACTICES AND PROCEDURES FOR FAIH DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION OF THE COMPANY

This is to inform you that pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018. the Board of Directors of the Company has amended "The Code of Practices and Procedures for Fair Disclosure or Unpublished Price Sensitive Information" of the Company.

A copy of the said Code is enclosed for your information and record.

Yours Faithfully.

For Technovants Limited

A~' nus rn ajput Company Secretary & Compliance Officer

TECHNOJET CONSULTANTS LIMITED

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

TECHNOJET CONSULT ANTS LIMITED

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

1. Background:

Regulation 8 of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 requires every listed company to formulate and publish Code of Practices and Procedures for fair disclosure of unpublished price sensitive information.

Accordingly, the Company adopted Technojet Consultants Limited Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

SEBI vide its notification dated 31 December, 2018 and 21 January, 2019 has amended the aforesaid Regulations. Pursuant to the provisions of amendment regulations, the Board of Directors of a listed company shall make a Policy for determination of "Legitimate Purposes" as a part of "Codes of Fair Disclosure and Conduct" formulated under Regulation 8.

2. Definitions:

• (a) "Code" means this Code of Practices and Procedures for fair disclosure of unpublished price sensitive information.
• (b) "Company" means The Technojet Consultants Limited.
• (c) "Generally Available Information" means information that is accessible to the public on a non-discriminatory basis, such as information published on websites of stock exchanges.
• (d) "Unpublished price sensitive information or UPSI" 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 the following:
• (i) financial results;
• (ii) dividends;
• (iii) change in capital structure;
• (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
• (v) changes in key managerial personnel;

Other terms not specifically defined here shall have the same meaning as assigned under the Code of Conduct for prevention of Insider Trading and SEBI (Prohibition oflnsider Trading) Regulations, amended from time to time.

Overseeing and coordinating disclosure:

The Chief Financial Officer shall act as a Chief Investor Relations Officer ("CIRO") who would be responsible to ensure timely, adequate, uniform and universal dissemination of information and disclosure of Unpublished Price Sensitive Information ("UPSI") pursuant to this Code as required under the Regulations so as to avoid selective disclosure.

The Chief Investor Relations Officer shall report to the Managing Director/Chief Executive Officer as the case may be and shall also co- ordinate with the Compliance Officer.

The Chief Investor Relations Officer shall ensure that information shared with analysts and research personnel is not UPSI. The Chief Investor Relations Officer shall be responsible for overseeing and co-ordinating disclosure of UPSI to analysts, shareholders and media, and educating Employees on disclosure policies and procedures.

The Chief Investor Relations Officer, shall also ensure that when interacting with media and external public, guidelines for disclosure of UPSI are complied with.

All disclosure/dissemination of any UPSI (save and except disclosure required to be made under any law or under this Code) on behalf of the Company shall be first marked to the Chief Investor Relations Officer, for approval. Any such information shall be made public or published on behalf of the Company only if the same is approved by the Chief Investor Relations Officer. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director/ Chief Executive Officer before dissemination of such information.

Should any dissemination of information on behalf of the Company take place without prior approval referred above, out of accidental omission, selectively, inadvertently or otherwise by any Employee I Director of the Company then such Employee I Director of the Company shall forthwith inform the Chief Investor Relations Officer., about such disclosure. The Chief Investor Relations Officer will then promptly disseminate the information so as to make such information generally available.

Responding to market rumours:

The Employee/ Director of the Company shall promptly direct any queries on news reports or requests for verification of market rumours received from regulatory authorities to the Chief Investor Relations Officer.

The Chief Investor Relations Officer, shall on receipt of requests as aforesaid, consult the Managing Director/ Chief Executive Officer as the case may be and send an appropriate and fair response to the same.

The Chief Investor Relations Officer shall be responsible for deciding in consultation with the Managing Director/Chief Executive Officer of the Company as to the necessity of a public announcement for verifying or denying rumours and thereafter making appropriate disclosures.

All requests/queries received shall be documented and as far as practicable, the Chief Investor Relations Officer, shall request for such queries/requests in writing. No disclosure in response to the queries/request shall be made by the Chief Investor Relations Officer, unless the Managing Director/ Chief Executive Officer approves the same.

Disclosure/ dissemination of UPSI with special reference to analysts, institutional investors:

No person, except those authorized by the Chief Investor Relations Officer, shall disclose any information relating to the Company's Securities to analysts and research persons. The Chief Investor Relations Officer, shall be invited to meetings/ conferences organized by the Company with analysts/research persons.

All Directors and Employees of the Company should follow the guidelines given hereunder while dealing with analysts and institutional investors: -

Sharing of UPSI:

The Employee and Director of the Company shall provide only public information to analysts/ research persons. In case any UPSI is proposed to be provided, the person proposing to so provide information shall consult the Chief Investor Relations Officer, in advance. The Chief Investor Relations Officer, shall ensure that that the information provided to the analyst/research person/investor as above is made public simultaneously with such disclosure.

The Company shall take extreme care and caution when dealing with Analysts' questions that raise issues outside the intended scope of discussion.

The Chief Investor Relations Officer, should tackle the unanticipated questions carefully. The unanticipated questions may be noted and a considered response be given later in consultation with the Managing Director/ Chief Executive Officer. If the answer to any question requires dissemination of UPSI, the Chief Investor Relations Officer, shall report the same to the Managing Director/Chief Executive Officer and obtain necessary approval for its dissemination to the Stock Exchanges/public announcement through press. The Chief Investor Relations Officer, shall, after dissemination of such UPSI, respond to such unanticipated questions.

The Chief Investor Relations Officer shall handle all the UPSI on a need-to- know basis only. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director/ Chief Executive Officer before dissemination of such information.

Recording of discussion:

All analyst and other investor relations conferences shall be attended by the Chief Investor Relations Officer who may be accompanied by any other Employee(s) of the Company. In order to avoid misquoting or misrepresentation, the Chief Investor Relations Officer can make transcripts or arrangements for recording the discussions at the meeting.

Simultaneous release of information:

Whenever the Company proposes to organise meetings with investment analysts/research person, the Company shall make a press release or post relevant information on its website after every such meeting. The Company may also consider live webcasting of analyst meets.

The Chief Investor Relations Officer, shall be responsible for drafting of the press release or the text of the information to be posted on the Company's web-site, in consultation with the Managing Director/Chief Executive Officer.

Medium of disclosure/ dissemination:

The Company shall disseminate all credible and concrete UPS! on a continuous and in a timely manner to stock exchanges where its Securities are listed in accordance with the requirements of applicable law and thereafter to the press.

As a good corporate practice, the UPSI disclosed to the Stock Exchanges and to the Press may also be supplemented by prompt updates on the Company's website. The Company may also consider other modes of public disclosure of UPSI so as to improve investor access to the same.

The information filed by the Company with the Stock Exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall also be posted on the Company's website.

The Company will also promptly intimate any amendment to this Code of Corporate Disclosure Practices to the Stock Exchanges, as required under the Regulations.

THE TECHNOJET CONSULTANTS LIMITED. POLICY ON DETERMINATION OF LEGITIMATE PURPOSE

1. Background

The Company shares data or information with various stakeholders, during the course of its business operations. Such unpublished data or information, if made publicly available may materially impact the market price of the listed securities of the Company.

If such persons trade on the basis of unpublished price sensitive information ('UPSI'), it could result in an undue advantage.to such persons. The trading in the securities of the Company by an insider is governed by and subject to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('Regulations') as amended from time to time and the Technojet Consultants Limited Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('Code').

This "Policy on Determination of Legitimate Purpose" ('Policy') is framed by the Board of Directors of the Company pursuant to the amendment in the Regulations, in 2018 and is part of "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information".

This policy is effective from April 1, 2019.

1. Applicability

This policy is applicable to all Insiders.

• 1. Definitions
• (a) "Connected Person shall have the meaning given to it under Regulation 2(d) of the Regulations.
• (b) "Insider" means any person who is
• i) a Connected Person or
• ii) in possession of or having access to Unpublished Price Sensitive Information.
• (c) "Unpublished price sensitive information or UPSI" 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 the following: -
  • (i) financial results;
  • (ii) dividends;
  • (iii) change in capital structure;
  • (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
  • (v) changes in key managerial personnel;
  • (vi) such other information as determined by the Board of Directors/Chief Executive Officer/Chief Operating Officer/Chief Financial Officer from time to time.

4. Legitimate Purpose

"Legitimate Purpose" shall mean sharing of UPSI in the ordinary course of business or on a need-to-know basis. The Company may share the UPS! if required in the interest of the Company.

Legitimate Purpose shall interalia include sharing of UPSI on need to know basis 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 prohibitions of the Regulations.

In following cases which are illustrative m nature, sharing of UPS! would be considered as legitimate purpose:

i. For investigation, inquiry or request for information by statutory or governmental authorities or any other administrative body recognized by law;

Example: Any call for information or query received from Ministry of Corporate Affairs, Income Tax Authority, Securities and Exchange Board of India (''SEBJ'), Stock Exchanges, Reserve Bank of India, Sectoral Regulatory Body, etc.

• 1. Under any proceedings or pursuant to any order of courts or tribunals; Example: National Company Law Tribunal, National Company Law Appellate Tribunal, Quasi-judicial authority, Other Appellate Tribunals, Arbitration Proceedings, etc.
• 1. As part of compliance with applicable laws, regulations, rules and requirements; Example: Company Law, Securities Law, Income Tax Law, Banking Law, etc.
• 1v. Arising out of any contractual obligations or arrangement entered by the Company set forth in any contract, agreement, arrangement, settlement, understanding or undertaking. Example: Due-diligence for any kind of restructuring, namely mergers & acquisitions, joint venture agreements, share purchase agreements, franchisee agreement, etc.
• v. Arising out of business requirement including requirement for the purposes of promoting the business and Strategies of business. Including sharing of information with Promoters and Promoters in turn with their Promoters.

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Example: Some of the examples which are illustrative in nature are as mentioned below;

• Sharing the relevant UPST for advice, consultation, valuation, fund raising or other intermediation and approvals in relation to the subject matter of a proposed deal/assignment/tie-up/venture/fund raising resulting into UPSI;
• Sharing the relevant UPSI with intermediaries, fiduciaries, merchant bankers, advisors, lawyers, bankers, consultants, valuers, auditors, insolvency professionals, business support agents, transaction processing service providers in order to avail professional services from them in relation to the subject matter of UPSI;
• Sharing the relevant UPSI for advice, consultation, transaction support, intermediation and approvals on projects relating to enterprise transformation, strategy, change management, anal ytics, re-organization, operation improvement, technology and similar domains;
• Sharing the relevant UPSI with business partners essential to fulfill the terms and conditions of a business contract with a client, vendor, collaborator or lender (eg insurer, audit by client auditors, information to lenders for borrowing.
• Sharing the relevant UPSI for advice, consultation, transaction support, intermediation and approvals in the process of evaluation of new products, business opportunities and new I in es of business.
• Sharing the relevant UPSI for statutory consolidation requirements or related customary disclosure obligations.
• Sharing the relevant UPSI with persons engaged or involved in the processes leading to disclosure of events set out in Schedule Ill to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ;
• Sharing the relevant UPSI in case mandatory for performance of duties or discharge of legal information.

Any person in receipt of UPSI pursuant to a " legitimate purpose" shall be considered an "insider" for purposes of the Regulations and shall comply with the Code.

5. Process for sharing UPSI

The insider shall conduct the following steps while sharing UPS!:

• i) Satisfy that information is UPSI and sharing is for legitimate purpose

• ii) Identify the persons with whom the information is to be shared

• iii) Notify the rec1p1ent that UPSI is being shared and enter into a confidentiality/non-disclosure agreement.

• iv) Mode of sharing UPSI shall be either by an email (address directly to the insider without copying) or hard copy or any other electronic mode or device or provide access to the information, data, server with acknowledgement.
• v) Maintain names of the persons along with PAN (or any other identifier where PAN is not available) with whom information is shared. The database shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. This database shall be kept confidential.

6. Audit

There should be periodic audit once in a year to ensure the integrity of the system and data maintained.

7. Policy Review

The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time.

In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy.

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