The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This policy for Determination of Materiality of Events and Information (the “Policy”) provides a framework for determining materiality of events and information for the purpose of making disclosure to the Stock Exchanges. This policy aims to ensure timely and adequate dissemination of all material and price sensitive information to the Stock Exchanges in pursuance with the Regulations.
2. EFFECTIVE DATE
This policy was approved by the Board of Directors at its meeting held on January 14, 2016 and the same was applicable to the Company from the date of its listing with BSE Ltd. (BSE) and National Stock Exchange of India (NSE) i.e. with effect from May 16, 2016.
This policy was subsequently revised by the Board of Directors at its meeting held on February 02, 2019. and the same shall be effective with effect from April 01, 2019.
BSE and NSE are hereinafter together referred to as “the stock exchanges”..
“Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof.
“Audit Committee or Committee” means Audit Committee constituted by the Board of Director of the Company, from time to time under provisions of SEBI LODR, 2018, RBI Act and/or the Companies Act, 2013.
“Board of Directors” or “Board” means the Board of Directors of Parag Milk Foods Limited, as constituted from time to time.
“Company” means Parag Milk Foods Limited.
“Key Managerial Personnel” means key managerial personnel of the Company in terms of the Act and includes:
1. the Managing Director, or the Chief Executive Officer or the Manager
2. the Company Secretary;
3. the Whole Time Director;
4. the Chief Financial Officer;
5. such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
6. such other officer as may be prescribed. “senior management” shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the “chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.
“Listing agreement” shall mean an agreement that is entered into between a recognised stock exchange and an entity, on the application of that entity to the recognised stock exchange, undertaking to comply with conditions for listing of designated securities;
“Material Event” or “Material Information” “Material Events” are those that are specified in Para A of Part A of Schedule III of the SEBI LODR, 2015.
“Other Events” are those as may be decided from time to time and in accordance with Para B of Part A of Schedule III, as specified in sub‐regulation (4) of the SEBI (LODR), 2015.
“Material Subsidiary” shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
“Policy” means this Policy on criteria for determining Materiality of events or information and as may be amended from time to time.
“SEBI (LODR) Regulations, 2015/Regulations” mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.
"Schedule" means a Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Words and expressions used in this Policy, unless defined hereinafter, shall have meaning respectively assigned to them under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended from time to time.
5. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR INFORMATION
Events / information shall be considered as Material, if it meets any one of the following criteria:
(a) the event or information is in any manner unpublished price sensitive information;
(b) the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
(c) 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; and
(d) any other event/information which is treated as being material in the opinion of the Board of Directors of the Company.
6. DISCLOSURES OF EVENTS OR INFORMATION
The Listing Regulations divide the events that need to be disclosed broadly in two categories. The events that have to be necessarily disclosed without applying any test of materiality are indicated in Para A of Part A of Schedule III of the Listing Regulations (Annexure A). Para B of Part A of Schedule III (Annexure B) indicates the events that should be disclosed by the listed entity, if considered material.
Events specified in Annexure A are deemed to be material events and the Company shall make disclosure to 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:
i. inform the stock exchanges in which the securities of the Company are listed;
ii. upload on the corporate website of the Company. Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall, along with such disclosure(s) provide an explanation for delay.
b. The Company shall make disclosure of events as specified in Annexure B based on application of Criteria for disclosure of events or information as per clause 3 of the Policy.
c. The Company shall make disclosures updating Material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.
d. The Company shall disclose all events or information with respect to its Material Subsidiaries.
e. The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information and on its own initiative. Further it shall confirm or deny any event or information to stock exchange(s) reported in the media. In case where an event occurs or information is available with the Company, which has not been indicated in Annexure A or Annexure B, but which may have material effect on it, the Company will make adequate disclosures in regard thereof.
7. AUTHORITY TO KEY MANAGERIAL PERSONNEL
Mr. Devendra Shah - Whole Time Director, Mr. Pritam Shah - Managing Director and Mr. Shashikant Dalmia - Chief Financial Officer of the Company shall jointly and / or severally have the authority to determine Materiality of any event or information and ensure disclosures of the same are made to stock exchange(s), subject to the provisions of this Policy.
Mr. Devendra Shah
Whole time Director
Parag Milk Foods Limited
20thFloor, Nirmal Building
Nariman Point, Mumbai: 400 021
Email - email@example.com
Phone – (022) 4300 5555
Mr. Pritam Shah
Parag Milk Foods Limited
20thFloor, Nirmal Building
Nariman Point, Mumbai: 400 021
Email - firstname.lastname@example.org
Phone – (022) 4300 5555
Mr. Shashikant Dalmia
Chief Financial Officer
Parag Milk Foods Limited
Awasari Phata, Manchar,
Pune – 410503 Maharashtra, India
Phone - (021) 3322 4761
8. POLICY REVIEW
This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.
9. DISSEMINATION OF POLICY
The Company shall update all disclosures made under the regulations to the stock exchanges and on its website and shall be continued to be hosted on the website for a minimum period of five years and thereafter archived as per the document retention policy of the Company.
The Compliance Officer, of the Company, shall give updates to the Board of Directors and to the Stock Exchanges on any material event that may have been first informed to the stock exchanges including further developments, if any, on such events. Such updates shall also be hosted on the website of the Company.
10. DISCLOSURE OF EVENTS / INFORMATION ON SUBSIDIARIES
The KMP’s of the company jointly and severally in consultation with the Board of Directors shall disclose such events / information about its subsidiary which are considered material in nature and whose disclosure is likely to materially affect the share prices of the Company.
11. AUTHORIZATION TO KMPS TO SUO‐MOTO ACCEPT/DENY REPORTED EVENT OR INFORMATION
Mr. Devendra Shah - Whole-time Director, Mr. Pritam Shah - Managing Director and Mr. Shashikant Dalmia - Chief Financial Officer of the Company shall jointly and / or severally authorised to suo‐moto accept / deny any report event or information, which has been unauthorisedly made public by media or by any other means including but not limited to electronic means. They are further authorised to respond to the rumours amongst the general public, which has no basis or documentation, in a way which best protects the interests of the Company. Such action taken by the KMPs shall however, be brought to the attention of the Board of Directors at its immediately subsequent meeting.
12. SCOPE AND LIMITATION
In the event of any conflict between the provisions of this Policy and the Listing Regulations/Companies Act, 2013 or any other statutory enactments, rules, the provisions of such Listing Regulations/Companies Act, 2013 or statutory enactments, rules shall prevail over this Policy.
Events which shall be disclosed without any application of the guidelines for Materiality:
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, -
(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 listed entity 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 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 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:
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 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;
7A.In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor.
7B.Resignation of auditor including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:
i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges.
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.
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.
16. The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code
a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default;
b) Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default;
c) Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable
d) Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code
e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
f) Appointment/ Replacement of the Resolution Professional;
g) Prior or post-facto intimation of the meetings of Committee of Creditors;
h) Brief particulars of invitation of resolution plans under section 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;
i) Number of resolution plans received by Resolution Professional;
j) Filing of resolution plan with the Tribunal; m) Approval of resolution plan by the Tribunal or rejection, if applicable;
k) Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified;
l) Any other material information not involving commercial secrets
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 listed entity;
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.