PROGRAMME: SIRC OF ONE DAY

SEMINAR

TOPIC: CASE STUDIES IN INSIDER TRADINGDATE: 7th March 2020

Ilam C Kamboj

(Compliance Officer in the

Company, resigned at the

time of the Order) –

(Noticee 1)

Alka Kamboj (Spouse of

Noticee 1)

Their son – employed in a

top-tier law firm in India,

not dependent on them.

Ilam C Kamboj HUF

HERO

MOTOCORP -

PERSONS

INVOLVED

EVENT TIMELINEDATE(S) EVENT

Various dates

beginning April

16, 2013 till

November 27,2013.

HUF of which Noticee 1 is Karta has

taken both long and short positions in the

F&O of the Company Hero Motocorp Ltd.

There were 21 instances of trading inF&O.

Various dates

beginning

November 19,

2015 till

December 15,2015

Noticee 2 has taken both long and short

positions in the F&O of the Company

Hero Motocorp Ltd. There were 7instances of trading in the F&O.

Noticee 1 in respect of trades in the HUF of

which he is the Karta:

executed trades when trading window

was closed violating Para 3.2.2 of

MCC of PIT, 1992

executed trades in derivatives and

also entered into contra trade

violating para 4.2 of MCC of PIT,

1992.

did not report his transactions to the

Company, violating para 5 of MCC of

PIT, 1992.

executed trades without obtaining

pre-clearance, violating para 3.3 of

MCC of PIT, 1992.

Noticee 1 did not disclose trades in

account of his wife, violating Reg.

7(2)(a) r/w Reg. 6(2) of PIT, 2015.

CHARGES ON

NOTICEE 1

Noticee 2 executed trades

without pre-clearance

violating Cl. 6 of minimum

standards for CoC in Sch. B

of PIT, 2015.

Noticee 2 entered into contra

trades executed within 6

months violating Cl. 10 of

Sch.B of PIT 2015.

CHARGES ON

NOTICEE 2

The trades in the HUF account

were done by the son of the

Noticees, of which he is a co-

parcener;

He is financially independent;

Trades done without the knowledge

or involvement of Noticees 1 and 2,

based on market analysis.

Son will not be construed to be a

person `dependent financially on’ a

`Connected Person’, and thereby

not an `immediate relative’ as

defined in Reg. 2(f) (PIT, 2015), and

hence not a `connected person’

(PIT, 2015).

DEFENCE OF

NOTICEE

“(vi) the trades of the insider were

made by another person

authorised to so trade on the

insider's behalf without reference

to and without prior knowledge of

the insider and that other person

who traded was not in possession

of the unpublished price sensitive

information and appropriate and

adequate arrangements were in

place to ensure that these

regulations are not violated”.

NK SODHI

COMMITTEE

“In a Hindu family, the karta or

manager occupies a unique position.

It is not as if anybody could become

manager of a joint Hindu family. As a

general rule, the father of a family, is

alone entitled to manage the joint

family property. The manager

occupies a position superior to other

members. He has greater rights and

duties.... He is also entitled to manage

the family properties. In other words,

the actual possession and

management of the joint family

property must vest in him.”

SUPREME

COURT IN Sushil Kumar (Sunil) &

Ors. v. Ram Prakash &

Ors. (AIR 1988 SC 576)

followed in Subhodkumar

& Ors. v. Bhagwant

Namdeorao Mehetre &

Ors. (AIR 2007 SC 1324)

KYC DOCUMENTS

• Noticee 1 as Karta carries out the affairs of the HUF “on behalf and in the interests and for the benefit of all the co-parceners. (Para 9)”, and that he was “authorized to sell, purchase, transfer, endorse, negotiate documents and/or otherwise deal through Escorts Securities Ltd on behalf” of the HUF.

“the Noticee cannot absolve himself

from its managerial obligation of

responsibility for the trades in the

HUF account by stating that the

trades were carried out by his son,

without his knowledge. (Para 12)”

“the responsibility for those trades

rests with Noticee No.2.” (Para 21)

and having lent her trading account

to her son she “cannot absolve

herself from the obligations of with

the Code of Conduct for trading in

the securities of the company.” (Para

21).

AO’s

DECISION

Hence, the AO held that she being a

person who is also construed to be a

‘Connected Person’ as the wife of a

‘Designated Person’ who was the

Compliance Officer of the Company,

she should have got her trades pre-

cleared and should not have indulged

in contra trades within a period of 6

months.

AO’s

DECISION

PENALTYNoticee Profit in Rs. Penalty in Rs. Violation

Noticee 1 6,88,881.25/- 8,00,000 Model code of

conduct

1,00,000 Not disclosing

wife’s trading,

and trading

without pre-

clearance

Noticee 2 52,210/- 1,00,000 Contra trade

COMPLIANCE

OFFICER 8K

MILES

SOFTWARE

SERVICES

LIMITED

Name Designation in

the Company8K Miles Software

Services Limited (Noticee

1)

Company

Mr. Venkatachari Suresh

(Noticee 2)

Director & Promoter.

Mr. R S Ramani (Noticee

3)

Director & Promoter.

Mr. M V Bhaskar (Noticee

4)

Director & Promoter

Ms. T P Saira (Noticee 5) Director

Mr. Gulabchand Pukhraj

Surana (Noticee 6)

Director

Mr. Ravi Surana (Noticee

7)

Director

Mr. Sidharth C.A. (Noticee

8)

Compliance Officer

Noticee 1 had, instead of adopting a

provision that was “as near thereto” cl. 4.2 of

the MCC under Part A of Schedule 1 of PIT

1992, had adopted in its COC which read

“All the Directors/ officers/ designated

employees shall hold their investments in

securities for a minimum period 30 days in

order to be considered as being held for

investment purposes. The holding period

shall also apply to subscription in the

Primary Market (IPOs). In the case of IPOs,

the holding prior would commence when the

securities actually allotted”. Cl. 4.2 of the

MCC prohibited entering into contra trade for

six months.

FACTS OF

THE CASE

Noticee 8 in his capacity as

Compliance Officer of Noticee 1,

failed to supervise adoption of

COC in a form as near thereto the

Model Code of Conduct specified

in Part-A of Schedule-I of the PIT

1992.

CHARGES ON

NOTICEE 8 –

COMPLIANCE

OFFICER

SCN served at the address of

Company, no reply;

Next letter sent by email which

is responded to by the Noticee.

EVENTS

RELATING TO

SERVICE OF

SCN

At the outset, I would like to

present before your good

office, that I have not been in

receipt of any notices or any

other kind of communication in

this regard from your end as I

relocated to another place by

virtue of my profession and am

no longer in Chennai where the

Corporate office of the

company in the subject matter

is situated.

REPLY OF

THE NOTICEE

I have exercised diligence and

care in performing my duties as

a Company Secretary of the

Company and have fulfilled the

responsibilities with utmost

care and quality as can be

evidenced from the

compliances of the Company

during my tenure.

My tenure with the Company

as a Company Secretary was

for a brief period of 8 months

(15th June 2011 to 07th

February 2012 including the

notice period)

REPLY OF

THE NOTICEE

During my service period, I was

facing certain operational

challenges with the

management while executing

my job and hence had to take a

career decision of putting forth

my resignation papers on 11th

January 2012.

REPLY OF

THE NOTICEE

No evidence was placed to support this

contention

Company has diluted the Model Code of

Conduct

“it is imperative for a listed company to

adopt a Model Code of Conduct in the

strictest possible manner. Any dilution

while adopting Model Code of Conduct

will provide opportunities for the persons

having unpublished insider information

regarding the company to take unlawful

advantage of such information for making

illegitimate gains”

“it is clear that it was the responsibility of

the Noticee, who was the compliance

officer of 8k Miles to implement the Model

Code of Conduct as near thereto the

Model Code of Conduct prescribed under

PIT Regulations.”

AO’s

DECISION

COMPLIANCE

OFFICER &

NON-

EXECUTIVE

NON-

INDEPENDEN

T DIRECTORS

OF POLARIS

SOFTWARE

LAB LIMITED

Name Designation in

the Company

Polaris Software Lab

Limited (Noticee 1)

Company

Arun Jain (Noticee 2) CMD

R. Srikanth (Noticee 3) Compliance Officer

and CFO

Abhay Agarwal (Noticee

4)

Non-independent

Director

Arup Gupta (Noticee 5) Non-independent

Director

Ajit Bhushan (Noticee

6)

Non-independent

Director

Anil Khanna (Noticee 7) Non-independent

Director

The Noticees who were CEO/Compliace

Officer/Non-Independent Directors of

Noticee 1 while framing the CoC of

Noticee 1, the Noticees failed to

recognise Noticee 3 as a `Designated

Employee', and hence violated Clause

1.2 of MCC under Part A of Sch. I r/w

Reg. 12(1) of PIT, 1992, thereby violating

Section 15HB of SEBI Act, 1992.

The responsiblity of setting forth policies,

procedures, monitoring and adhearing

compliance of CoC and implementation

of the same vested with the Compliance

Officer under the overall supervision of

the Board, and as a part of discharging

such function, the compliance officer

was also "... responsible for pre-

clearance of trades of designated

employees and trades of their

dependents"

CHARGES ON

NOTICEES

There was no requirement in model

code of conduct to designate

compliance officer as a desginated

employee. In the sbsence of

specific provision to that effect there

is no legal or other requirement for

a company to specifically designate

its compliance officer as a

designated employee

The compliance officer undertakes

various roles such as closing of

trading window, pre-clearance of

trades y designated employees,

maintaining records of trading by

insiders etc.

DEFENCE OF

NOTICEES

If the compliance officer was a

'designated employee', then the CoC of

the Company would have "required the

compliance officer to clear his own

trades" [para 10(e)], which wasn't "the

intension of PIT Regulations and the

model code with respect to the role of a

compliance officer." [para 10(e)]

As per the policy of the Company, the

compliance officer was required to

obtain pre-clearance of his trades

from a director, "...and all restrictions

and conditions applicable to the

designated employees are also

applicable to the Compliance Officer"

[para 10(f)]

AO’s

DECISION

Mr. K. Narasimhan (Vice-

President Finance & Accounts /

KMP)

Resigned from the

Company on 31st August

2016.

SCN issued subsequent to

his resignation!!!!

ALLSEC

TECHNOLOGIES

LIMITED -

KMP CFO

On 5 November 2015, after the

marked hours, the company declared

its financial results for quarter ended

September 2015, where its NPAT had

risen from Rs. 81 lacs to Rs. 461 lacs

and its EPS had increased from Rs.

0.53 to Rs. 3.

The next day when the markets

opened, the price of scrip of the

Company opened at ₹81.25 from

previous close price of ₹73.90 and

closed at ₹81.25.

The Noticee had traded in the scrip

on October 20, 2015 and had also

entered into contra trade within six

months following the prior transaction.

FACTS OF

THE CASE

EVENT TIMELINEDATE(S) EVENT

30 September 2015, 7 October 2019

& 9 October 2015

Noticee buys 100, 150 and 100

shares, respectively on each of the

said dates.

20 October 2015 Preparation of financial statements for

the quarter September 2015 is

commenced by the Company

Noticee buys 100 shares

5 dates from November 2015 to

December 2015

Noticee sells the 450 shares acquired

by him from Sept 2015 to Oct 2015

Three (3) dates from April 2016 to

June 2016

Noticee buys, 50, 50, & 75 shares on

the three (3) dates

29 June 2016 Noticee sells 150 of the 175 shares

31 August 2016 Noticee resigns from the Company

The Noticee had acquired 100

shares in contravention of S.12A(d)

and (e) of the SEBI Act r/w Reg 4(1)

of the PIT 2015.

The Noticee had entered into contra

trades in violation of clause 10 of

the COC under Schedule B r/w

Reg. 9(1) and (2) of PIT 2015.

CHARGE ON

NOTICEE

The Noticee holds that he has

engaged in insider trading by

acquiring 100 shares, but does not

impose penalty, after looking into his

trading pattern “he had been buying

and selling shares of ATL held by him

much prior to and after October 20,

2015” and that the Noticee has

continued to transact even after his

resignation in August 2016, and has

come to a conclusion that “….facts

may also indicate possibly that the

intermittent purchase of those 100

shares on October 20, 2015 could be

a matter of coincidence.”

AO ON

CHARGE OF

INSIDER

TRADING

Consequence of violation of Clause 10

of Schedule B is specified in the said

clause itself which reads as “Should a

contra trade be executed, inadvertently

or otherwise, in violation of such a

restriction, the profits from such trade

shall be liable to be disgorged for

remittance to the Board for credit to the

Investor Protection and Education Fund

administered by the Board under the

Act.”

Noticee had deposited the profit amount

of Rs. 48,805/-, and hence no penalty.

ON CONTRA

TRADES

Thank You

Eshwars | House of Corporate & IPR Laws4, Aishwarya, 12B/177, 6th Street, Kumaran Colony, Vadapalani, Chennai - 600026, India T +91-44-4204 8335 | F +91-44-4204 8235

RECOMMENDATIONS

• Committee on Fair Market Conduct

• SEBI (Prohibition of Insider Trading) Regulations, 2015.

• Based on the recommendations, amendments made w.e.f

• 21st January 2019

• 1st April 2019

• SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 – for brokers and other market intermediaries.

INSIDER TRADING

PIT Regulation amendments

Communication and

Procurement of UPSI

Code of conduct to regulate,

monitor and reporting of

trades

Consequent establishing institutional mechanisms

and the consequent safe harbours for the Company.

Burden of

Proof

INSIDER & BURDEN OF PROOF

A Connected Person

Person in possession of or having access to

UPSI

Burden of Proof is on `Insider’.

PERSONAL INFORMATION OF DESIGNATED PERSONS

Difficulty in investigation – unable to establish link between Insider and person who traded.

• Make amendments to include to collect

• On periodical basis – Name, Phone No., PAN of Immediate Relatives and those sharing material relationship;

• One-time – Name of educational institution and name of past employers;

Collect database of persons connected to Designated Persons

SHARING OF UPSI

Legitimate Purpose

Record of sharing UPSI

Process of bringing

people `inside’ sensitive

transactions

Inquiry into leak or

suspected leak

Schedule B Pt. 15

Reg. 3(2A) / 3(2B)

Reg. 9A(5)

LEGITIMATE PURPOSE

Communicating/Procuring UPSI is prohibited

• Exception Legitimate Purpose - was’nt defined earlier!

What is “Legitimate” is subjective

Entities expected to develop practices/policies for responsible treatment of UPSI

Onus placed on Company Board to devise a policy on determination of Legitimate Purpose

LEGITIMATE PURPOSE

DEFINITION IN REGULATION

provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations

Sharing of UPSI in ordinary course of business with

Partners Collaborators

Lenders Customers Suppliers

Merchant bankers, Legal

Advisors, Auditors

Insolvency Professionals or other Advisors or

Consultants

Sharing of UPSI in ordinary course of business with

Illustrative definition

POLICY-LEGITIMATE PURPOSE

ACTION TO BE TAKEN

BY THE COMPANY

SUGGESTED METHOD

TO ADDRESS

Board has to identify and approve a policy on

Legitimate Purpose as a part of its Code of Fair

Disclosure and Conduct.

Principles that should be considered while

assessing if the purpose for which UPSI is

proposed to be shared is “legitimate” is

included in the Code of Fair Disclosure.

Inclusive principles given for determining sharing of info –

• in the ordinary course of business;

• whether is in the best interests;

• furthering a genuine commercial purpose;

• facilitating conduct of due diligence for undertaking any transaction in the ordinary course;

• it is mandatory for performance of duties or discharge of legal obligations; undertaken by any person to fulfil the obligation of his/ her role with respect to the Company;

• need to know and extent to know;

POLICY-LEGITIMATE PURPOSE

RECORD OF SHARING OF UPSI

Management knowledge

To establish a connection between the Company and the recipient of information, if he misuses the information shared

Company loses control over further use of that information by those who come into its possession

RECORD OF SHARING UPSI

Board to identify the

UPSI in its Code on

Fair Disclosure and

Conduct

MD + Compliance

Officer to be provided

with the power to

determine UPSI

The Board to authorise

the Compliance Officer

to maintain a digital

database of details of

person with whom

UPSI is shared

Definition of UPSI (in line with the inclusive definition

provided in the Regulations)

In the said definition of the UPSI, Managing Director in

consultation with the Compliance officer authorised to

determine any event which is likely to materially affect

the price of the securities of the Company

Enabling provision to maintain a digital database to be

inserted in the Code of Fair Disclosure and Conduct

ACTION TO BE TAKEN

BY THE COMPANY

SUGGESTED METHOD TO DEAL WITH IN THE CODE OF FAIR

DISCLOSURE AND CONDUCT

UPSI

Unpublished price sensitive information” 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 but not restricted to:

UPSI

Financial results Dividends Change in capital structure

Mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions

Changes in KMP

Any other event as may be determined by the Managing director in consultation with compliance officer, which is likely to materially affect the price of the securities of the Company

IDENTIFICATION OF UPSI

Matters mentioned in Regulations

• Financial Results;

• Dividends;

• Changes in capital structure;

• Mergers, De-mergers, Acquisitions, Delistings

• Disposals and expansion of business and such other transactions;

• changes in key managerial personnel;

Materiality Policy - Quantitative

• Commencement / postponement of commercial production in any new unit, or new product;

• Closure of operations of any unit / division that change the character of business;

• Capacity addition;

• Awarding orders/amendment/termination not in the ordinary course of business;

• Bagging contracts/receiving orders/termination/amendment not in ordinary course of business;

• Disruption of operations for any reason;

• Effect of regulatory framework applicable to the Company;

• Litigation/dispute/regulatory action against Company/Promoter/KMP;

• Giving any guarantee/indemnity or becoming surety for a 3rd party.

Materiality Policy - Qualitative

• Any changes in general character of business / nature of business due to

• Strategic arrangement

• Technical arrangement

• Manufacturing arrangement

• Marketing tie-up

• Adoption of new line of business

• Product Launch

• Frauds by employees

• Any key license or regulatory approval is granted, withdrawn, surrendered, cancelled, or suspended.

Who can be brought

?

• Partner, Lender, Collaborator

• Customer, Supplier etc.

Who can

bring?

• MD/WTD

• CEO/President

How to bring them

“Inside”?

• Sign NDA / Confidentiality Agreement

• Giving notice of UPSI, giving duties and responsibilities.

PROCESS OF BRINGING PEOPLE

INSIDE IN SENSITIVE TRANSACTIONS

INQUIRY ON LEAK

Carry out an inquiry

Actual leak of UPSI

Suspected leak of UPSI

Inform SEBI

Changes to be made in Whistle Blower Policy

Earlier regulations code of conduct was applicable to

employees and other “connected persons”

Present regulations code of conduct to

cover only the `designated persons’

and `immediate relatives’ of designated

persons.

Designated Person –based on role and

function have access to UPSI

Immediate relatives of designated person

means a spouse of a person, and includes parent, sibling, and

child of such person or of the spouse, any of

whom is either dependent financially

on such person, or consults such person

in taking decisions relating to trading in

securities;

DESIGNATED PERSON

Directors including Managing Director

CEO and employees upto two levels below MD/CEO, and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information

CFO and Company Secretary

Heads of key functions viz. Marketing, Manufacturing, Materials, Human Resources, Engineering and Quality and Unit Heads irrespective of their designation

All Employees of Finance and Secretarial Departments and the IT staff of the Company

Employees of material subsidiaries of the Company designated on the basis of their functional role or access to UPSI in the organisation by their board of directors

All the Promoters of the Company

Such other person(s) included by the Compliance Officer (for a specified time period or otherwise) having regard to their role and function in the organisation and the access that such role and function may have to unpublished price sensitive information, after giving notice to such person(s)

TRADING WINDOW CLOSURE

From 15 days prior to BM to 48 hours after info

made avaiilable

• For identified events

From 15 prior to 1/4ly BM till 48 hours after

end of BM

• For Financial Results

• As per NSE Circular 2nd

April 2019

TRADING WINDOW

INSTITUTIONAL MECHANISM FOR PREVENTION

Trading Window closure - quarterly

closure till 48 hours after the meeting

Identification of Designated Employees

Trail for sharing of information for

legitimate purpose

NDAs Internal Controls

INTERNAL CONTROLS

Identifying the employees who have access to UPSI

Identifying Confidential Information and also the UPSI’s

Restricting dealing with UPSI (communication and procurement)

Tracker of outsiders who have signed NDAs

Periodical review by audit committee of effectiveness of internal controls

Thank You

Eshwars | House of Corporate & IPR Laws4, Aishwarya, 12B/177, 6th Street, Kumaran Colony, Vadapalani, Chennai - 600026, India T +91-44-4204 8335 | F +91-44-4204 8235

DEFINITION IN REGULATION

Explanation – For the purpose of illustration, theterm “legitimate purpose” shall include sharing ofunpublished price sensitive information in theordinary course of business by an insiderwith partners, collaborators, lenders, customers,suppliers, merchant bankers, legal advisors,auditors, insolvency professionals or otheradvisors or consultants, provided that suchsharing has not been carried out to evade orcircumvent the prohibitions of these regulations.

SAT DECISIONConsidering the settled principles of interpretation, Regulation 3 must be interpreted bearing in mind the basic underlying assumption and the intent of the legislature in introducing such Regulations. The Regulations was never intended as an all purpose ban on trading. Legitimate transactions undertaking to achieve a corporate purpose or to discharge a fiduciary duty or in the interest of a body of public shareholders or stakeholders in a company or transactions in the public interest or transactions undertaken without an intent to make profit or to gain unlawfully or without a view to misuse information, or the like, would not be hit by the prohibition contained in the Regulations. The whole function of the Regulation is to regulate, not to stop transactions from taking place. Any other interpretation will lead to the stifling genuine transactions undertaken for legitimate corporate purpose or the like. It is submitted that the whole Regulation is an anti-fraud regulation.” Rakesh Agrawal v SEBI [2003] SCC OnLine SAT 38: [2003] SAT 6 [34]

INQUIRY ON LEAK OF UPSIAmendment Action Required to be taken by

the CompanyHow it is addressed

The Company is required to frame policies

and procedures for inquiry in case of leak

of UPSI or suspected leak of UPSI

Inform SEBI promptly of such leaks,

inquiries and results of such inquiries.

Whistle blower policy to enable employees

to report instances of leak of UPSI and

making the employees aware of such a

policy.

The company is required frame policies

and procedures for inquiry in case of leak

of UPSI or suspected leak of UPSI and

the Board has to approve the same.

Enable employees to report instances of

leak of UPSI

The Company to introduce a process to

make employees aware if such a policy.

The policy and procedure for inquiry into

leak of UPSI can be the same as that

mentioned in the Company’s whistle

blower policy.

Suitable amendments being made to the

Company’s whistle blower policy.

CODE OF CONDUCTAmendment Action Required to be taken by

the CompanyHow it is addressed

Only Designated Persons and

immediate relatives of designated

persons covered under the code of

conduct to regulate, monitor and

reporting of trading.

Designated Persons specifically

includes employees upto 2 levels

below MD/CEO of the Company

and its material subsidiaries

irrespective of their functional role,

all promoters of the Company.

Amend the code of conduct to

include the amended definition of

the Designate Persons

Identify the Designated Person

based on the definition prescribed

under the regulations.

Included persons two levels below

MD and ability of Compliance

Officer to include persons based on

role and function as Designated

Person in the Code of conduct.

Company to identify the Designated

persons based on the amended

definition.

REPORTING TO BOARD AND

AUDIT COMMITTEEAmendment Action Required to be taken by

the CompanyHow it is addressed

Mandatory report of the trading by

the Designated Persons and

Immediate Relatives of Designated

person to be made to Board and

audit committee, atleast once a year

The code of conduct of Company

already contains the frequency of

reporting to the Board and audit

committee

As the process of reporting to the

board and Audit committee is

already in place, no change to code

is being made.

INFORMATION COLLECTION

Amendment Action Required to be taken by the Company

How it is addressed

• Designated persons is required

to disclose, on annual basis and

whenever the information

changes, names and PAN,

phone, mobile numbers of the

following persons:

1. immediate relatives;

2.persons with whom such

designated persons shares a

material financial relationship

• One time disclosure by the

Designated Person – (i) name of

the educational institution

graduated from and (ii) name of

the past employers.

The Company has to obtain the

disclosures annually.

The said requirement of collecting

the said details from the Designated

Persons is being proposed to be

incorporated in the Code of

Conduct.

It is recommended to obtain the

disclosure as a physical document

with signature and not as an

electronic document.