Price sensitive information test failed where infrastructure project awards were ordinary business disclosures without proven material price impact.

Information about a company securing new infrastructure projects was not shown to be unpublished price sensitive information under the SEBI (Prohibition of Insider Trading) Regulations, 1992, because the projects arose in the ordinary course of business, were disclosed under the company's threshold-based intimation practice, and did not on the record demonstrate a material effect on share price. The tribunal noted that the company already had a large order book and that tender-based contract awards in this context were not inherently price sensitive. The finding of insider trading also could not stand where it relied on incorrect assumptions about the contracts and on transactions not covered by the show-cause notice.

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Issues: Whether the information regarding the company bagging new infrastructure projects was price sensitive information so as to attract liability for insider trading under the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Analysis: Regulation 3 prohibits dealing in securities while in possession of unpublished price sensitive information, and Regulation 2(ha) defines such information as information likely to materially affect the price of securities. The information in question related to projects obtained in the ordinary course of the company's infrastructure business and was disclosed pursuant to the company's practice of making intimation when orders crossed a specified threshold under the listing framework. The record showed that the disclosure concerned multiple projects, that the company already had a large order book, and that tender-based award of contracts in such circumstances did not necessarily have a material price impact. The impugned finding also proceeded on incorrect assumptions about the amount and source of the contracts and took into account transactions not covered by the show-cause notice.

Conclusion: The information was not established to be price sensitive information, and the finding of insider trading could not be sustained.

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