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DRAFT POLICY ON DISCLOSURE OF
INFORMATION UNDER REGULATION 30 OF SECURITIES AND EXCHANGE BOARD OF INDIA
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
(adopted on 30th November, 2015
which is effective from 01.12.2015)
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The
Board of Directors (Board) of --------------Limited (the Company) has adopted
the following policy and procedure with regard to determination of materiality
as defined. The Board will review and may amend this policy from time to time.
This policy is made available on the website of the company --------------------
2. DEFINITIONS:
In
this Policy, unless the context requires otherwise:—
a.
“Board of Directors” shall mean the Board of Directors of -----------------Limited.
b.
“Chief Financial Officer” or “whole time finance director” or “head of
finance”, by whatever name called, shall mean the person heading and
discharging the finance function of the Company as disclosed by it to the recognized
stock exchange(s) in its filing under the Listing regulations;
c.
“Key Managerial Personnel” means, Chief Financial Officer and Company Secretary
of -------------------Limited.
3. PURPOSE OF THE POLICY
Regulation
30 mandates that every listed entity shall make disclosures of any events or
information which, in the opinion of the board of directors of the listed
company, is material.
The
Listing Regulations divide the events that need to be disclosed broadly in two
categories
-
Events that have to be necessarily disclosed without applying any test of
materiality (indicated in Para A of Part A of Schedule III of the Listing
Regulations)
-
Events that should be disclosed by the listed entity, if considered material
(indicated in Para B of Part A of Schedule III of the Listing Regulations).
Further
the listed entity shall consider the following criteria for determination of
materiality of events/ information:
(a)
The omission of an event or information, which is likely to result in
discontinuity or alteration of event or information already available publicly;
or
(b)
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;
(c)
In case where the criteria specified in sub-clauses (a) and (b) are not
applicable, an event/information may be treated as being material if in the
opinion of the board of directors of listed entity, the event / information is
considered material.
SEBI circular dated 9.9.2015 indicates
the following:
-
Annexure-I - details that need to be provided while disclosing events
given in Para A and Para B of Schedule III of the Listing Regulations.
-
Annexure II - guidance on when an event / information can be said to
have occurred.
As per the Listing Regulations –
-
the listed entity shall frame a policy for determination of materiality,
based on criteria specified (as above), duly approved by its board of
directors,
-
the board of directors
shall authorize one or more Key Managerial Personnel (KMP) for the
purpose of determining materiality of an event or information and for the
purpose of making disclosures to stock exchange(s) under this Listing
Regulations.
Accordingly
this policy has been framed for determination of materiality, to
identify and authorise KMP for the purpose of determining materiality and
the Disclosures to be made in compliance of Regulation 30 of the Listing Regulations and the SEBI
Circular.
d.
“Officer” includes any Director, Manager or Key Managerial Personnel or any
person in accordance with whose directions or instructions the Board of Directors
or any one or more of the Directors is or are accustomed to act and includes
Promoter of the Company.
e.
"Promoter" and "Promoter Group" shall have the same meaning
as assigned to them respectively in clauses (za) and (zb) of sub-regulation (1)
of regulation 2 of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009.
f.
“Subsidiary” means a subsidiary as defined under sub-section(87) of section 2
of the Companies Act, 2013;
All
other words and expressions used but not defined in this Policy, but defined in
the SEBI Act, 1992, Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Depositories Act, 1996 and/or the rules and regulations made
thereunder shall have the same meaning as respectively assigned to them in such
Acts or rules or regulations or any statutory modification or re-enactment
thereto, as the case may be.
4. EVENTS WHICH ARE DEEMED TO BE MATERIAL EVENTS:
The
Company shall disclose all such material events which are specified in Para A of
Part A of Schedule III of the LODR Regulation.
The following shall be events upon occurrence which
company shall make disclosure to stock exchange without any application for
guideline for materiality as specified in sub-regulation(2) of regulation 30:-
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 listed entity or any other restructuring.
Explanation.-
For the purpose of this sub-para, the word 'acquisition' shall mean,-
(i)
acquiring control, whether directly or indirectly; or,
(ii)
acquiring or agreeing to acquire shares or voting rights in, a company, whether
directly or indirectly, such that -
(a)
the Company holds shares or voting rights aggregating to five per cent or more
of the shares or voting rights in the said company, or;
(b)
there has been a change in holding from the last disclosure made under sub clause
(a) of clause (ii) of the Explanation to this sub- para and such change exceeds
two per cent of the total shareholding or voting rights in the said company.
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 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:
a)
Dividends and/or cash
bonuses recommended or declared or the decision to pass any dividend and
the date on which dividend shall be paid/dispatched;
b)
Any cancellation of
dividend with reasons thereof;
c)
The decision on buyback of
securities;
d)
The decision with respect
to fund raising proposed to be undertaken
e)
Increase in capital by
issue of bonus shares through capitalization including the date on which
such bonus shares shall be credited/dispatched;
f)
reissue of forfeited
shares or securities, or the issue of shares or securities held in
reserve for future issue or the creation in any form or manner of new shares or
securities or any other rights, privileges or benefits to subscribe to;
g)
Short particulars of any other alterations of capital, including calls;
h) Financial results;
i)
Decision on voluntary
delisting by the Company from stock exchange(s).
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 listed entity), 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 the 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.
5. EVENTS OR INFORMATION THAT ARE TO BE DISCLOSED BASED ON MATERIALITY
GUIDELINES LISTED IN THE POLICY:
The
company shall disclose all such material events as specified in Para B of Part
A of Schedule III of the LODR Regulation subject to application of guidelines
for materiality as specified in sub-regulation(3) of regulation 30:-
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.
Significant
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. Significant impact on financial, operational, strategic or reputation arising out of change in the regulatory framework.
8.
Significant
Litigation(s) / dispute(s) / regulatory action(s) with that impacts the
financial, operational, strategic or reputation of the Company.
9.
Fraud/defaults
etc. by directors (other than key managerial personnel) or employees of
the Company.
10.
Options to
purchase securities including any ESOP/ESPS Scheme.
11.
Giving
significant guarantees or indemnity or becoming a surety for any third
party.
12.
Granting,
withdrawal, surrender, cancellation or suspension of key/material licenses or
material regulatory approvals.
6. ANY OTHER INFORMATION TO BE DISCLOSED BY THE
COMPANY:
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.
7. AUTHORISE KEY MANAGERIAL PERSONNEL (KMP) FOR THE PURPOSE OF DETERMING
MATERIALITY OF AN EVENT OR INFORMATION FOR THE PURPOSE OF MAKING DISCLOSURE TO
STOCK EXCHANGE:
The
following KMP’S are authorized by the board of directors for the purpose of
determining materiality of an event and make disclosures to stock exchange:-
a.
Mr.---------------------– Whole Time Director.
b.
Mr/Ms.-------------– Company Secretary & Compliance Officer.
8. TIME LIMITS FOR DISCLOSURE OF EVENTS OR INFORMATION TO THE STOCK EXCHANGE:-
The
Company shall disclose to stock exchange all events as specified in Part A of
Schedule III of LODR Regulations or information within 24 hours of the occurrence of the event or
information.
In
case when disclosure is made after 24 hours of the occurrence of the event or
information the Company shall along with such disclosure provide explanation
for delay.Disclosure with respect to such events as specified in sub para(4) of Para A of Part A of Schedule III of LODR Regulation shall be made within 30 minutes of the conclusion of the Board Meeting.
9. DICLOSURE ON COMPANY’S WEBSITE:-
The
Company shall disclose on its website all such events or information which has
been disclosed to stock exchange under this policy and such disclosures shall
be hosted on company’s website for a minimum period of five years and
thereafter as per Documents Preservation Policy of the Company as disclosed on
its website.
10. REVIEW OF THE POLICY:-
The
Board of Directors of the company shall review the policy on annual basis. The
authorized person shall provide regular assurance to the Board of Directors of
the effectiveness of the policy. This policy was approved by the Board of
Directors at their meeting held on-------.
For and on behalf of:
----------------------------LTD.
(WHOLE-TIME DIRECTOR)
NAME: ---------------
DIN: -----------------
