Policy for Determination of Materiality of Disclosure of Information pdf / 200.6 KB

This Policy shall be referred to as "Policy for Determination of Materiality for Disclosure of Events or Information". This policy shall act as a guideline in determining whether a particular Event or Information (collectively called as "Event/s") need to be disclosed to the Stock Exchange(s), considering its materiality from the point of view of likely impact on the Company's business and operations. This policy has been prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 ('SEBI Listing Regulations') read with circulars issued thereunder ("SEBI Regulations") and is subject to the provisions of the law, as amended from time to time.

1. Implementation

   It will be the joint responsibility of the Managing Director and Chief Financial Officer of the Company to implement this policy and carry out any subsequent amendment(s) in policy, from time to time.

2. Policy Statement

   The Board of Directors of the Company is committed to maintain transparency by sharing all the material information with its investors, which may potentially have an impact on the Company's operations and business. The information shall be shared as soon as reasonably possible considering the timelines prescribed under law, and periodic updates shall be shared from time to time, when there is a material change in the status. The policy shall serve as guideline and assist the relevant employees of the Company in identifying potentially material Events and reporting the same to the authorized Key Managerial Personnel (KMP) of the Company for determining materiality and for making necessary disclosures to the Stock Exchange(s).

3. Review/amendments in the Policy

   The Board of Directors is committed to approving and overseeing implementation of this Policy. The recommendations shall be made to the Board to update this Policy, based on changes that may be required due to any regulatory amendments or otherwise.

4. Disclosure of Events

   1. Chief Financial Officer (CFO) is the KMP authorised to determine materiality of Events and to make disclosure of the same within the timeline prescribed. The Managing Director will be the person authorised for this purpose in the absence of CFO.

   2. Any Event that is likely to be material as per this Policy, shall be brought to the notice of CFO and the Company Secretary promptly by the relevant employee. The CFO will be responsible for ascertaining whether the Event is material and if he/she is of the opinion that the Event may be material. The Company Secretary shall assist the CFO in ascertaining materiality of a given event.

      If materiality of an event cannot be predicted with accuracy but can reasonably be considered to be close to materiality threshold, then a Working Group shall be formed comprising CFO, MD, Whole-time Directors, Managing Counsel, Head- Communications and Company Secretary (as per the availability and relevance of the event) to collect the relevant facts to assist the CFO to make a decision as regards to materiality assessment and dissemination of Events. The Working Group may obtain views of the Board, Chairperson and/or Audit Committee Chairperson, depending upon the facts of each case. This shall be done keeping in mind timeline prescribed for dissemination of events.

      The relevant Senior Management Personnel and such other persons, as determined by them, shall be relevant employees for the purpose of this Policy, to identify potential event or information pertaining to their respective functions and report the same to the CFO and the Company Secretary.

      1. The CFO or the Working Group, as the case may be, shall take into account, impact on operations and confidentiality aspect from the point of view of business interests of the Company and determine the appropriate time at which disclosures are to be made to the Stock Exchange(s).

      2. The Company shall, with respect to disclosures referred to in this policy, make disclosures updating material developments on a regular basis, till such time the Event is resolved/closed with relevant explanations.

      1. The information shall not be shared with any person other than the above (except on need to know' basis) unless it is shared with the Stock Exchange(s) first.

      2. The communication/press release/ holding statement or subsequent presentations to the investors shall be uploaded on the Company's website immediately thereafter.

      3. All disclosures shall be available on the website of the Company for a period of 5 (five) years and thereafter in accordance with the Archival Policy of the Company.

      4. The CFO together with the Company Secretary shall formulate operating guidelines for deployment of this Policy.

5. Material Events and test of Materiality

   1. In terms of Regulation 30 of the SEBI Listing Regulations, the Company is required to make disclosures of any events/information which, in the opinion of the Board of the Company, is material. Further the events/information specified under Regulation 30 read with Para A of Part A of Schedule III of SEBI Regulations as listed in "Annexure A" and as may be amended from time to time, are deemed material and shall be disseminated to the Stock Exchange(s).

   2. The events/information specified under Regulation 30 read with Para B of Part A of Schedule III of SEBI Regulations as listed in "Annexure B" and as may be amended from time to time, shall be disclosed based on application of the guidelines for materiality, as specified below:

      1. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

      2. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; or

      3. the omission of an event or information, whose value or expected impact in terms of value exceeds the lower of the following:

         1. 2% (two percent) of turnover, as per the last audited financial statements of the Company;

         2. 2% (two percent) of net worth, as per the last audited financial statements of the Company, except in case the arithmetic value of the net worth is negative;

         3. 5% (five percent) of the average of absolute value of profit or loss after tax, as per the last 3 (three) audited financial statements of the Company;

            An Industry Standard Note('ISF Note') setting out the standard operating procedures for compliance with the continuous disclosure requirements, are issued by the Industry Standard Forum (ISF) in consultation with SEBI .The ISF Note inter alia, covers application of thresholds, disclosure timelines and a guidance on the parameters to be considered for determination of materiality for different types of events. Accordingly, for every event / information listed Part A of Schedule III of the SEBI Listing Regulations, reference should be made to the ISF Note, or any other circular(s), issued by SEBI or Stock Exchanges from time to time.

      4. Incase where the criteria specified in sub clauses (a) to (c) above are not applicable, an event/information may be treated as being material, if in the opinion of the Board of Directors of the Company the events/information is considered material.

   1. Any other event/information viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the shareholders of the Company to appraise their position and to avoid the establishment of a false market in the shares of the Company.

   2. Without prejudice to the generality of the above, the Company may make disclosures of event/information as specified by the Board of Directors of the Company, from time to time.

6. Timeline for Disclosure of events/information

   The Company shall first disclose to the Stock Exchange(s) all Events which are material as soon as reasonably possible and, in any case, not later than the following:

   1. thirty minutes from the closure of the meeting of the Board of Directors in which the decision pertaining to the event or information has been taken;

      Provided that in case the meeting of the board of directors closes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within three hours from the closure of the board meeting

      Provided further that in case the meeting of the board of directors is being held for more than one day, the financial results shall be disclosed within thirty minutes or three hours, as applicable, from closure of such meeting for the day on which it has been considered

   2. twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the Company;

   3. twenty-four hours from the occurrence of the event or information, in case the event or information is not emanating from within the Company.

   Provided that if all the relevant information, in respect of claims which are made against the listed entity under any litigation or dispute, other than tax litigation or dispute, is maintained in the structured digital database of the listed entity in terms of provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the disclosure with respect to such claims shall be made to the stock exchange(s) within seventy-two hours of receipt of the notice by the listed entity.

   Provided that disclosure with respect to events for which timelines have been specified in Part A of Schedule III shall be made within the prescribed timelines.

   Provided further that in case the disclosure is made after the timelines specified under this regulation, the Company shall, along with such disclosure provide the explanation for the delay.

7. This Policy shall be read together with the following Code formulated pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015:

   • Code of Conduct to Regulate, Monitor And Report Trading by Insiders And Designated Persons; and

   • Code Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive Information.

8. Any subsequent amendments/ modifications in SEBI Listing Regulations and/ or other applicable laws in this regard shall automatically apply and the Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), modification(s), etc., even if not expressly incorporated in this Policy.

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