POLICY ON DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION
1. LEGAL FRAMEWORK
This Policy for Determination of Materiality of Events or Information (the “Policy”) is aimed at providing guidelines to the Management of Stylam Industries Limited (the “Company”), to determine the materiality of events or information, which could affect the investment decisions and ensure timely and adequate dissemination of information to the stock exchanges.
This Policy has been formulated in accordance with the current guidelines laid down by Securities Exchange Board of India (“SEBI”), under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), with respect to disclosure of events and information.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued on September 2, 2015, the Board of Directors of the Company in its meeting held on December 11, 2015 approved the "Policy for Determination of Materiality of Events or Information". The Board shall review, and if found required, may amend this Policy from time to time.
This Policy will be applicable to the Company effective January 01, 2016.
The objective of this Policy is to serve as a guiding charter to the Management to ensure timely and adequate disclosure of events or information are made to the investor community by the Company under the Listing Regulations, to enable them to take well informed investment decisions with regard to the securities of the Company.
Information relating to material events and which is price sensitive in nature, shall be promptly disseminated to the Stock Exchange. For this purpose, material event means any information which relates to the Company and which, if published is likely to materially affect the price of shares of the Company.
- The Company shall make disclosure of events specified in Annexure 1 (Events specified in Para A of Part A of Schedule III of the Listing Regulations and as may be amended from time to time), without applying any test of materiality to the stock exchanges within specified timelines.
- The Company shall make disclosure of events specified in Annexure 2 (Events specified in Para B of Part A of Schedule III of the Listing Regulations and as may be amended from time to time), based on application of the guidelines for materiality, to the stock exchanges within specified timelines, as specified below:
Quantitative criteria would be calculated based on audited financial statements of the last audited financial year, and would mean event/ information where the value involved or the impact:
(a) exceeds ten per cent of the gross turnover, or
(b) exceeds ten per cent of the net worth
whichever is lower.
Qualitative criteria would mean an event/ 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 company, the event / information is considered material.
- 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 shareholders of the Company to appraise its position and to avoid the establishment of a false market in such securities, would be disclosed as advised by the Board from time to time.
- The Company shall make disclosures of any events or information which, in the opinion of the Board of Directors, is material. In case where an event occurs or information is available with the company, which has not been indicated in Annexure 1 and 2, but which may have material effect on it, the Company would make adequate disclosures in regard thereof.
4. GUIDELINES ON OCCURENCE OF AN EVENT / INFORMATION
The occurrence of material event/information would be either by the Company’s own accord or not in the hands of the Company. It can be categorized as under:
(i) depends upon the stage of discussion, negotiation or approval and
(ii) in case of natural calamities, disruptions etc., it would depend upon the timing when the company became aware of the event/information.
In respect of the events under 4(i), the events/information can be said to have occurred upon receipt of approval of Board of Directors, e.g. further issue of capital by rights issuance and in certain events/information after receipt of approval of both i.e. Board of Directors and Shareholders. However, considering the price sensitivity involved, for certain events e.g. decision on declaration of dividends etc., disclosure shall be made on receipt of approval of the event by the Board of Directors, pending Shareholder’s approval.
In respect of the events under 4(ii), the events/information can be said to have occurred when the Company becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties. The term ‘officer’ shall have the same meaning as defined under the Companies Act, 2013 and shall also include Promoter of the Company.
5. DISCLOSURE OF MATERIAL EVENTS / INFORMATION
The Company shall disclose to the stock exchanges of all events, specified in Annexure-1 or information as soon as reasonably possible and not later than 24 hours from the occurrence of the event/information. In the event the disclosure is made after 24 hours of occurrence of the event or information, the Company shall, along with such disclosures provide an explanation for such delay.
The Company shall make disclosures updating the material developments pertaining to material events on a regular basis, till such time the event is resolved/closed, and to be disclosed to the stock exchanges with relevant explanations.
The Company shall also disclose all events or information with respect to subsidiaries which are material, if any, for the Company.
The Company shall disclose the details of the material events/ information, as provided in SEBI Circular dated September 9, 2015, in respect of details that need to be provided while disclosing events given in Para A and Para B of Part A of Schedule III of the Listing Regulations 2015 and amendments if any, from time to time.
6. AUTHORISATION FOR DISCLOSURES
Following persons are authorised to determine the materiality of an event or information and for the purpose of making disclosures to the stock exchange:
- Sh. Jagdish Gupta, Managing Director
- Sh. Satish Gupta, Executive Director
- Sh. Manav Gupta, CFO.
The contact details of the above mentioned persons have been disclosed to the stock exchanges and also available on Company’s website.
7. DISCLOSURE ON THE WEBSITE OF THE COMPANY
All such events or information which has been disclosed to stock exchanges under the Listing Regulations shall be made available on the Company’s website. Such events or information shall be placed on the website of the Company for a minimum period of five years.
The Policy and the contact details of the persons authorized by the Board are available on the website of the Company.
The Board of Directors of the Company reserves the right to amend or modify this Policy in whole or in part, as may be required, at any point of time.
The following shall be the events, as specified in Para A of Part A of Schedule III of the Listing Regulations 2015 and as may be amended from time to time, upon occurrence of which the Company shall make disclosures to the Stock Exchanges.
Para A of Part A
Para A of Part A: 1
Para A of Part A: 2
Para A of Part A: 3
Para A of Part A: 4
1. 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
2. any cancellation of dividend with reasons thereof
3. the decision on buyback of securities
4. the decision with respect to fund raising proposed to be undertaken
5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/ dispatched
6. 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
7. short particulars of any other alterations of capital, including calls
8. financial results
9. decision on voluntary delisting by the company from stock exchange(s)
Para A of Part A: 5
Para A of Part A: 6
- At the time of unearthing of fraud or occurrence of the default / arrest
- Subsequently intimate the stock exchange(s) further details regarding fraud/default/arrest
Para A of Part A: 7
Para A of Part A: 8
Para A of Part A: 9
Para A of Part A: 10
Para A of Part A: 11
Para A of Part A: 12
Para A of Part A: 13
Para A of Part A: 14
Para A of Part A: 15
The following shall be the events, as specified in Para B of Part A of Schedule III of the Listing Regulations 2015 and as may be amended from time to time, upon occurrence of which the Company shall make disclosures to the Stock Exchanges, based on application of the guidelines for materiality.
Para B of Part A
Para B of Part A: 1
Para B of Part A: 2
Para B of Part A: 3
Para B of Part A: 4
Para B of Part A: 5
Para B of Part A: 6
Para B of Part A: 7
Para B of Part A: 8
Para B of Part A: 9
Para B of Part A: 10
Para B of Part A: 11
Para B of Part A: 12