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Materiality of Event
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION
OBJECTIVE
Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“The Regulations”) all listed entities are required to frame a policy for determination of materiality of events or information, based on the criteria specified in the Regulations duly approved its Board of Directors. Accordingly, the present policy is framed
DISCLOSURE OF EVENTS OR INFORMATION
- In accordance with Regulation 30 read with Para (A) of Part A of Schedule III of the Regulations, the following are deemed to be material events, and disclosure of such events shall be made to the Stock Exchanges where the securities of the Company are listed
- Acquisitions including an agreement to acquire, schemes of arrangement, sale or disposal of units, division or subsidiary
- Issuance or forfeiture of securities, split, consolidation, buy back of securities, restriction on transferability of securities, alteration in terms or structure of existing securities including forfeiture, etc
- Revision in Rating(s).
- The outcome of meetings of the Board of Directors (to be disclosed within 30 minutes of the closure of the meeting) relating to dividend, bonus, cancellation of dividend, buyback, fund raising proposed to be undertaken, increase in share capital, re-issue of forfeited shares, financial results, the decision on voluntary delisting of securities, alteration of capital.
- Shareholder’s Agreements and JV Agreements, Family Arrangements (to the extent it impacts the management and control of the listed entity) Agreements with media companies which are binding and not in the normal course of business
- Fraud, default by Promoter or KMP, or arrest of Promoter or KMP
- Changes in Directors, KMP, Auditors, and Compliance Officer.
- Resignation of Auditor including detailed reason shall be disclosed to the stock exchange as soon as possible but not later than 24 hours of receipt of such reason from Auditor.
- Resignation of independent director, detailed reason for resignation confirming that there is no material reason other than those provided shall be disclosed to the stock exchange within 7 days from the date of resignation
- Appointment or discontinuation of Share Transfer Agent.
- Corporate Debt Restructuring.
- A one-time settlement with banks.
- Reference to BIFR and winding-up petitions filed by any party/creditors.
- Issuance of Notices, call letters, etc. sent to shareholders.
- Proceedings of AGMs and EGMs.
- Amendments to Memorandum and Articles in brief.
- Schedule of Analyst or Institutional Investor Meet and Presentations on Financial Results made to Analysts or Institutional Investors.
- Following events in relation to the corporate insolvency resolution process (CIRP of a listed corporate debtor under the Insolvency Code:
- Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default.
- Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default.
- Admission of application by the Tribunal, along with the amount of default or rejection or withdrawal, as applicable.
- The public announcement made pursuant to the order passed by the Tribunal u/s 13 of the Insolvency Code.
- List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBIBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
- Appointment/ Replacement of the Resolution Professional.
- Prior or post-facto intimation of the meetings of the Committee of Creditors.
- Brief particulars of invitation of resolution plans u/s 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
- The number of resolution plans received by Resolution Professional.
- Filing of resolution plan with the Tribunal
- Approval of resolution plan by the Tribunal or rejection, if applicable
- Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified.
- Any other material information not involving commercial secrets
- The details required to be provided while disclosing the above events shall be in accordance with the Regulations and the circulars and guidance issued in this regard by SEBI from time to time
- In accordance with Regulation 30 read with Para (B) of Part A of Schedule III of the Regulations, the Company shall make disclosure of the following events based on the application of the guidelines for materiality as specified in this Policy
- Commencement or postponement on the date of commencement of commercial production or commercial operations of any unit/ division.
- 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 (entirely or piecemeal).
- Capacity addition or product launch
- Awarding, bagging/receiving, amendment or termination of contracts not in the normal course of business
- Agreements that are binding and not in the normal course of business including revisions, amendments, or termination thereof
- Disruption of operations of any one or more units or divisions of the listed entity due to natural calamity, force majeure, or events such as strikes, lockouts, etc
- Effects arising out of change in the applicable regulatory framework.
- Litigations/disputes/regulatory actions with impact.
- Fraud/defaults by directors or employees.
- Option to purchase securities including ESOP/ESPS Scheme.
- Giving of guarantees or indemnities or becoming a surety for any third party.
- Granting, withdrawal, surrender, cancellation, or suspension of key licenses or regulatory approvals.
The details required to be provided while disclosing the above events shall be in accordance with the Regulations and the circulars and guidance issued in this regard by SEBI from time to time.
- The following criteria shall be considered for the determination of materiality of events/ information:
- The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly, or
- The omission of an event is likely to result in a significant market reaction if the said omission came to light at a later date.
- In the case where the criteria specified in such above clause are not applicable, any event/information which in the opinion of the Board of Directors is considered material.
- The Company shall make disclosure of major developments that is likely to affect business, example emergence of new technologies, expiration of patents, any change of accounting policy that may have a significant impact on the accounts, etc. with 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 avoid the establishment of a false market in the securities
- Without prejudice to the generality of Para (A), (B), and (C) above, the Company shall make disclosure of events/information as may be specified by SEBI from time to time
- The Company shall disclose all events or information with respect to its Subsidiaries which are material for the Company
- Occurrence of any event or any information available with the Company not covered hereinabove but which may have a material effect on it shall be disclosed by the Company
TIMELINES FOR DISCLOSURE AND DETERMINATION OF TIMING OF OCCURRENCE OF AN EVENT/ INFORMATION
The timelines for disclosure of events/ information and the determination of the time of occurrence of an event/ information shall be in accordance with the Regulations and Circulars and guidance notes issued on the subject from time to time.
AUTHORIZATION FOR DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND MAKING REQUISITE DISCLOSURE
The following Key Managerial Personnel are authorized for the purpose of determining the materiality of an event of information and for the purpose of making disclosures to Stock Exchanges:
| NAME | Designation | Official Address | Contact No. | E-mail ID |
|---|---|---|---|---|
| Mayur Kamdar | Managing Director | B-8, Capital Commercial Centre, Near Patang Hotel, Ashram Road, Ahmedabad | +91 7929098077 | mayurkamdar@mrorganisation.com |
| Priyanka Gupta | Chief Financial Officer | accounts@mrorganisation.com | ||
| Silky Jain | Company Secretary cum Compliance Officer | +91 7929098077 | cs@mrorganisation.com |
AMENDMENT TO THE POLICY
Any or all provisions of this policy would be subject to the revision/amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions laid down under this policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc.