mv electrosystems limited submitted its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to the National Stock Exchange of India Limited (NSE) and BSE Limited on August 06, 2026. The submission, made pursuant to Regulation 8(2) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, outlines the company’s internal controls designed to prevent insider trading and ensure equitable dissemination of material information to investors. This regulatory filing reinforces the company’s compliance infrastructure regarding the handling of price-sensitive data.
The Code defines UPSI as any non-public information likely to materially affect security prices, including financial results, dividend declarations, capital structure changes, mergers, and changes in Key Managerial Personnel (KMPs). MV Electrosystems Limited has designated its Company Secretary, Sourabh Bansal, as the Compliance Officer responsible for monitoring adherence to these regulations. The Code mandates that all Designated Persons, including KMPs, directors, promoters, and employees two levels below the CEO, must adhere to strict trading windows and pre-clearance procedures.
Trading windows are closed from the end of each quarter until 48 hours after the declaration of financial results to the stock exchanges. Additionally, the window remains closed from the issuance of a Board meeting notice containing UPSI-related agenda items until 48 hours after the decision is communicated to the exchanges. During these closed periods, KMPs, connected persons, and designated persons are prohibited from trading in the company’s securities. However, the exercise of Employee Stock Options (ESOPs) is permitted during closed windows, though the sale of shares allotted upon exercise remains restricted.
Pre-Clearance and Trading Plans
The Code requires pre-clearance for all intended transactions by directors, KMPs, designated persons, and their dependents if the trade value exceeds ₹10,00,000 or involves more than 6,000 securities, whichever is lower. Applications must be submitted to the Compliance Officer using prescribed formats, accompanied by an undertaking that the applicant does not possess UPSI. Pre-cleared transactions must be executed within seven trading days; otherwise, fresh approval is required. Trades executed under an approved trading plan are exempt from pre-clearance but must be disclosed publicly at least 120 calendar days before commencement.
| Parameter |
Requirement |
| Pre-clearance Threshold |
₹10,00,000 or 6,000 securities (whichever is less) |
| Execution Window |
Within 7 trading days of approval |
| Trading Plan Disclosure |
At least 120 calendar days prior to trade |
| Closed Window Duration |
Until 48 hours post-result declaration |
| Reporting Timeline |
Within 2 trading days of transaction execution |
Designated persons must also disclose holdings and transactions involving immediate relatives and persons with whom they share a material financial relationship. Any contravention of the Code may result in disciplinary action, including wage freezes, suspension, or clawback provisions, without precluding regulatory action by SEBI.
Governance and Oversight
The Board of Directors retains overall responsibility for ensuring the implementation of the Code and approving policies for inquiries into suspected leaks of UPSI. The Audit Committee reviews compliance with the Prohibition of Insider Trading (PIT) Regulations at least once per financial year to verify the adequacy of internal controls. The Managing Director or Chief Executive Officer is tasked with introducing effective internal control systems to ensure adherence to these regulations.
The Code emphasizes that in cases where SEBI regulations or statutory provisions are more stringent than the company’s internal Code, the external regulations shall prevail. All records related to disclosures, trading windows, and pre-clearance applications must be maintained by the Compliance Officer for a minimum period of five years.
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