1.1. As per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Regulations"), the Company is required to frame a policy for determining materiality of events and information that needs to be disclosed to the Stock Exchanges.
1.2. The objective of this Policy is to evaluate materiality of any event/information and ensure timely and accurate dissemination of the same to the Stock Exchanges.
2.1 An Event /Information shall be considered Material if it meets any of the following criteria:
2.2 In case of any confusion with regard to the date of occurrence of event or information for the purpose of informing to the Stock Exchanges, the Company shall decide the same after examining it in light of the Guidance note issued by SEBI in this regard.
2.3 With respect to its Material Subsidiaries, if any of the Company, an Event /Information of the Material Subsidiary shall be considered Material if it has impact of 10% or more on the stand alone gross turnover or revenues or total income or 20% of the net worth, whichever is lower as per the latest audited accounts of the Company .
3.1 Events specified in Annexure A are deemed to be material events and the Company shall make disclosure of such events or information as soon as reasonably possible and not later than twenty four (24) hours from the occurrence of such event or information in the following manner:
Provided that in case the disclosure is made after twenty four (24) hrs of occurrence of such event or information, the Company shall, along with such disclosure (s) provide an explanation for delay.
4.1. The Board of Directors of the Company have authorised the Managing Director and the Chief Financial Officer to determine Materiality of any event or information for the purpose of making disclosure to the Stock Exchanges.
4.2 The Board of Directors have authorised the Company Secretary to make disclosure to the Stock Exchanges in respect of material events or information.
4.3 The Contact details of the above personnel shall be disclosed and updated from time to time.
The Board may monitor, review and amend the Policy from time to time.
1. Acquisition(s) (including agreement to acquire) ,Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring) , or sale or disposal of any unit(s) , division(s) or subsidiary of the Company or any other restructuring;
Explanation. - 'Acquisition' shall mean, -
2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. ;
3. Revision in credit rating(s);
4. Outcome of Meetings of the Board of Directors: The Company shall disclose to the Exchange(s) , within 30 minutes of the closure of the meeting, held to consider the following:
5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company) ,agreement(s) /treaty(ies) /contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof;
6. Fraud/defaults by Promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or Promoter;
7. Change in Directors, Key Managerial Personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc. ) , Auditor and Compliance Officer;
8. Appointment or discontinuation of share transfer agent;
9. Corporate debt restructuring;
10. One-time settlement with a bank;
11. Reference to BIFR and winding-up petition filed by any party /creditors;
12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company;
13. Proceedings of Annual and extraordinary general meetings of the Company;
14. Amendments to memorandum and articles of association of Company, in brief;
15. Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors.
Illustrative list of events which shall be disclosed upon application of the guidelines for materiality:
1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division;
2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal);
3. Capacity addition or product launch;
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business;
5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof;
6. Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.;
7. Effect(s) arising out of change in the regulatory framework applicable to the Company;
8. Litigation(s) / dispute(s) / regulatory action(s) with impact;
9. Fraud/defaults etc. by directors (other than Key Managerial Personnel) or employees of Company;
10. Options to purchase securities including any ESOP/ESPS Scheme;
11. Giving of guarantees or indemnity or becoming a surety for any third party;
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals;
13. 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 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 holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.