1. OBJECTIVE

1.1. As per the Securities Exchange Board of India (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 the materiality of any event/information and ensure timely and accurate dissemination of the same to the Stock Exchanges.

1.3. All other words and expressions used but not defined in these Regulations, but defined in the Act or the Companies Act, 2013 (The Act), 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 and Regulations or any statutory modification or re-enactment thereto.

2. CRITERIA TO BE APPLIED FOR DETERMINING MATERIALITY

Materiality will be determined on a case-to-case basis depending on the facts and the circumstances pertaining to the event or information. The event or information shall be considered as Material if it meets the following criteria:
2.1 (a) The event or information is in any manner Unpublished Price Sensitive Information (UPSI).

UPSI means:

1. Financial results of the Company
2. Dividends
3. Change in capital structure
4. Any major expansion plans or execution of new projects
5. Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions
6. Changes in Key Managerial Personnel
7. Material events in accordance with the Listing Agreement or
8. Any such other event which the board may decide to be Unpublished Price Sensitive Information

(b) The omission of an event or information which is likely to result in discontinuity or alteration of events or information already available publicly;

(c) The omission of an event or information is likely to result in significant market reaction on the Company’s securities if the said omission comes to light later;

(d) Any other event/information which is treated as Material in the opinion of the Board of Directors of the Company.

2.2 In case of any confusion about the date of occurrence of event or information for the purpose of informing the Stock Exchanges, the Company shall decide the same after examining it in light of the Guidance note issued by SEBI in this regard from time to time.

3. DISCLOSURE OF EVENTS OR INFORMATION

3.1 Events specified in Para A of Part A of Schedule III of the Regulations as amended from time to time 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 24 (twenty-four) hours from the occurrence of such event or information in the following manner:

a. Inform Stock Exchanges on which the Securities of the Company are listed and
b. Upload on the website of the Company

Provided that in case the disclosure is made after 24 (twenty- four) hours of occurrence of such event or information, the Company shall, along with such disclosure(s) provide an explanation for the delay.

Provided further that disclosure with respect to specified events in sub-para 4 of Para A of Part A of Schedule III shall be made within 30 (thirty) minutes of the conclusion of the Board Meeting.

3.2 The Company shall make disclosure of events as specified Events specified in Para A of Part A of Schedule III of the Regulations as amended from time to time based on the application of guidelines or determining materiality as per Clause 2 of this Policy.

3.3 The Company shall with respect to the disclosure referred in this Regulation make disclosures updating material developments on a regular basis till such time the event is resolved/closed, with a relevant explanation.

3.4 All the above disclosure would be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter archived as per Company’s Archival Policy.

4. PERSONS AUTHORISED TO DETERMINE MATERIALITY

4.1.The Board of Directors of the Company from time to time authorize the Directors and the Key Managerial Personnel (other than Whole-time Directors) to determine Materiality of any event or information for the purpose of making a disclosure to the Stock Exchanges.

4.2 The Contact details of the above personnel shall be disclosed and updated to the Stock Exchanges and on the website of the Company from time to time.

5. REVIEW AND AMENDMENT

The Board may monitor, review and amend the Policy from time to time.

6. DISSEMINATION

This policy shall be hosted on the website of the Company and the address of such web link thereto shall be provided in the Annual Report of the Company.

This policy has been amended, approved, and adopted by the Board of Directors at their meeting held on February 1, 2019.

Pursuant to Regulation 30 (5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, contact details of Key Managerial Personnel (KMP) for Determining materiality of an event or information and its dissemination for the purpose of making disclosures to the Stock Exchanges are as follows: