LegalFramework
This Policy is framed pursuantto Regulation 30 ofthe Securities and Exchange Board ofIndia(SEBI)(ListingObligationsand DisclosureRequirements) Regulations,2015.
The objective of the Policy is to determine the materiality of event or information of theCompany,apart fromthoseeventswhicharealreadyspecifiedinParaAofPartAofScheduleIIIoftheSEBI(ListingObligationsandDisclosureRequirements)(LODR)Regulations, 2015, as amended from time to time, so that such event or information can bepromptlydisclosed tothe stockexchange(s).
Objective
The objective of this Policy is to serve as a guiding charter to the Employees/Management toidentifyanypotentialmaterialeventorinformationandtoensuretimelyandadequatedisclosure ofevents or information are made to the investor community by the Companyunder the SEBI (LODR) Regulations, 2015, to enable them to take well informed investmentdecisionswithregard to the securitiesoftheCompany.
Applicability
Informationrelatingtomaterialevents,andwhichispricesensitive innature,shallbepromptly disseminated to the Stock Exchange (s). For this purpose, material event means anyinformation which relates to the Company and which, if published is likely to materially affectthepriceofsharesofthe Company.
- TheCompanyshallmakedisclosureofeventsspecifiedinParaAofPartAofScheduleIII of the SEBI (LODR) Regulations, 2015, as may be amended from time to time, withoutapplyinganytestofmateriality tothestock exchanges withinspecifiedtimelines.
- TheCompanyshallmakedisclosureofeventsspecifiedinParaBofPartAofScheduleIII of the SEBI (LODR) Regulations, 2015, as may be amended from time to time, basedon application of the criteria for determination materiality as specified in Regulation 30 (4)ofSEBI(LODR)Regulations,2015.
- Any other information/event viz. major development that is likely to affect business, e.g.emergence of new technologies, expiry of patents, any change of accounting policy thatmay have asignificant impact on the accounts,etc. andbriefdetails thereofandanyother information which is exclusively known to the Company which may be necessary toenabletheshareholdersoftheCompanytoappraiseitspositionandtoavoidtheestablishment of a false market in such securities, would be disclosed as advised by theBoardfromtimeto time.
- The Company shall make disclosures of any events or information which, in the opinion ofthe Board ofDirectors, is material. In case where an event occurs or information isavailable with the company, which has not been indicated in point a, b and c, but whichmay have material effect on it, the Company would make adequate disclosures in regardthereof.
Criteria for determinationofmaterialityofevents/information
The Company shall consider the following criteria for determination of materiality of event /informationasstated inpoint3a,3b,3cand 3d above:-
Quantitative criteria would be calculated based on audited consolidated financial statementsofthelastauditedfinancialyear,andwouldmeanevent/informationwherethevalueinvolved,ortheimpactexceedsthe lowerofthefollowing:
- twopercentoftheturnover,or
- twopercentofthenetworth,exceptincasethearithmeticvalueofthenetworthisnegative;
- fivepercentoftheaverageofabsolutevalueofprofitor loss aftertax,as perthelastthreeauditedconsolidatedfinancial statementsofthe listed entity
Qualitativecriteria wouldmeananevent/information:
- theomissionofaneventorinformation, whichislikelytoresultindiscontinuityoralterationofeventorinformation already availablepublicly;or
- the omission of an event or information is likely to result in significant market reaction if thesaid omission cametolightatalaterdate;or
- anyotherevent/information maybetreatedasbeingmaterialifintheopinionoftheBoardofDirectorsofCompany,the event/informationisconsideredmaterial.
Disclosureofmaterialevents/information
The listed entity shall firstdisclose to the stock exchange(s) all events or information whichare material in terms of the provisions of this regulation as soon as reasonably possible and inany case notlaterthan thefollowing:
- thirty minutes from the closure of the meeting of the board of directors in which the decisionpertainingtothe eventorinformation hasbeen taken;
- twelvehoursfromtheoccurrenceoftheeventorinformation,incasetheeventorinformationisemanatingfromwithinthelistedentity;
- twentyfourhoursfromtheoccurrenceoftheeventorinformation,incasetheeventorinformationisnotemanatingfromwithinthelisted entity:
The disclosure with respect to events for which timelines have been specified in Part A ofSchedule III shall be made within such timelines. In case the disclosure is made after thetimelines specified under this regulation, the listed entity shall, along with such disclosureprovidetheexplanationforthedelay.
TheCompanyshallmakedisclosuresupdatingthematerialdevelopmentspertainingtomaterial events on a regular basis, till such time the event is resolved/closed, and to bedisclosedto the stockexchangeswith relevantexplanations.
Assistance shall be provided to the concerned employees of the Company inidentifying anypotentialmaterialeventorinformationandreportingthesametotheauthorisedkeymanagerial personnel, in terms of Regulation 30(5), for determining the materiality of the saideventorinformationandformakingthenecessarydisclosuresto thestockexchanges.
AuthorizeKeyManagerial Personnel(KMP)
The following KMPs are hereby severally authorized by Board of Directors for the purpose ofdetermining materiality ofan event or information and for the purpose of making disclosuresto StockExchange(s)
- ManagingDirector
- CompanySecretary
- ChiefFinancialOfficer
VerificationofReportedEvent/InformationtotheStockExchanges
Thecompanyshallconfirmordenyorclarifyanyreportedeventorinformationinthemainstream media which is not general in nature and which indicates that rumours of animpending specific material event or information in terms of the provisions of this regulationare circulating amongstthe investing public,as soon as reasonably possible and not laterthan twenty four hours from the reporting of the event or information as and when it falls in thecriteriaspecified bythe stockexchanges.
DisclosureonthewebsiteoftheCompany
All such events or information which has been disclosed to stock exchanges under the SEBI(LODR) Regulation, 2015 shall be made available on the Company’s website. Such events orinformation shall be placed onthe website ofthe Company for a minimum period of fiveyears. The Policy and the contact details of the persons authorized by the Board shall behostedon the website ofthe Company.
In case an event or information is required to be disclosed by the company in terms of theprovisions of regulation 30, pursuant to the receipt of a communication from any regulatory,statutory, enforcement or judicial authority, the company shall disclose such communication,along with the event or information, unless disclosure of such communication is prohibited bysuch authority.
Disclosurerequirementsforcertaintypesof agreementsbindingthecompany
Alltheshareholders,promoters,promotergroupentities,relatedparties,directors,keymanagerialpersonnelandemployeesofthecompanyorofitsholding,subsidiaryandassociate company, if any, who are parties to the agreements specified in clause 5A of para Aof part A of schedule III (An Agreement which either directly or indirectly or potentially orwhose purpose and effect is to, impact the management or control of the listed entity orimpose any restriction or create any liability upon the listed entity), shall inform the companyabout the agreement to which such the company is not a party, within two working days ofenteringinto suchagreementsor signing an agreementto enterinto suchagreements,
The agreements that subsist as on the date of notification of clause 5A to para-A of part A ofschedule III, the parties to the agreements shall inform the company, about the agreement towhich company is not a party and the company shall in turn disclose all such subsistingagreementstotheStockExchangesandonitswebsitewithinthetimelinesasspecifiedbythe Board.
Amendment
The Board of Directors of the Company reserves the right to amend or modify this Policy inwholeorinpart,asmay be required,atany pointoftime.