- SCOPE AND PURPOSE
The Securities Exchange Board of India, on 2nd September, 2015 had released SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations, 2015). By virtue of the said Regulations, 2015, Premier Explosives Limited (the “Company”) has framed this policy, as required under Regulation 30 of Regulations 2015, to determine the Materiality of Events or information, for the purpose of proper, sufficient and timely disclosure of the same to the Stock Exchange(s).
This Policy will be applicable to the Company effective December 1, 2015.
This policy shall be applicable to all the events in the Company, as and when they fall under the criteria enumerated in the policy.
“Company” shall mean Premier Explosives Limited
“Compliance Officer” shall mean the Company Secretary of the Company;
“Designated securities” means
“Key managerial personnel” means key managerial personnel as defined in sub‐section (51) of section 2 of the Companies Act, 2013 i.e.‐
- Specified securities;
- Non‐convertible debt securities;
- Non‐convertible redeemable preference shares;
- Perpetual debt instrument;
- Perpetual non‐cumulative preference shares;
- Indian Depository Receipts;
- Securitised debt instruments;
- Units issued by mutual funds; and
- Any other securities as may be specified by the Securities Exchange Board of India;
- Chief Executive Officer (CEO)/ Managing Director (MD)/ Manager
- Whole‐time Director (WTD)
- Chief Financial Officer (CFO)
- Company Secretary (CS)
“Market Sensitive Information” shall mean information concerning the Company that a reasonable person would expect, to have a material effect, on the price or value of its securities; or information which causes the market to maintain the price of security at or about its current level when it would otherwise be expected to move materially in a particular direction, given price movements in the market generally or in the Company’s sector.
“Officer” means as assigned to the term in clause (59) of Section 2 of the Companies Act, 2013 and shall include Promoters of the Company.
"Promoter" means as assigned to the term in clause (za) of sub‐regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
“Securities” means such securities as defined in section 2(h) of Securities Contracts (Regulation) Act, 1956;
"Stock exchange" means the stock exchanges where the Securities of the Company are listed;
“Specified securities” means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub‐regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
“Subsidiary” means a subsidiary as defined under sub‐section (87) of section 2 of the Companies Act, 2013;
- KEY PRINCIPLES IN DETERMINING MATERIALITY
The Regulations, 2015 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 Regulation. Para B of Part A of Schedule III indicates the events that should be disclosed by the listed entity, if considered material.
- EVENTS WHICH ARE DEEMED TO BE MATERIAL AND SHALL BE DISCLOSED.
These are the events that have to be necessarily disclosed without applying any test of materiality;-
- 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:
- 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.;
- Revision in Rating(s);
- Outcome of Meetings of the Board of the Company held to consider the following:
- declaration of 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;
- any cancellation of dividend with reasons thereof;
- the decision on buyback of securities;
- the decision with respect to fund raising proposed to be undertaken
- increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
- 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;
- short particulars of any other alterations of capital, including calls;
- financial results;
- Decision on voluntary delisting by the Company from stock exchange(s).
- 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;
- Fraud/defaults by promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or promoter;
- Change in Directors, Key Managerial Personnel, auditor and Compliance Officer;
- Appointment or discontinuation of share transfer agent;
- Corporate debt restructuring;
- One time settlement with a bank;
- Reference to BIFR and winding‐up petition filed by any party / creditors;
- 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;
- Proceedings of Annual and Extraordinary General Meetings of the Company;
- Amendments to memorandum and articles of association of Company, in brief;
- Schedule of analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors;
- THE FOLLOWING EVENTS SHALL BE CONSIDERED MATERIAL SUBJECT TO THE APPLICATION OF THE GUIDELINES MENTIONED IN CLAUSE (C) BELOW;-
- Commencement or any postponement in 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 (entirety or piecemeal);
- Capacity addition or product launch;
- Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business;
- 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;
- 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.;
- Effect(s) arising out of change in the regulatory framework applicable to the Company;
- Litigation(s) / dispute(s) / regulatory action(s) with impact;
- Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company;
- Options to purchase securities including any ESOP/ESPS Scheme;
- Giving of guarantees or indemnity or becoming a surety for any third party;
- Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
- THE EVENTS AS ENUMERATED IN CLAUSE (B) ABOVE SHALL BE CONSIDERED MATERIAL ONLY ON APPLICATION OF THE FOLLOWING GUIDELINES-
- 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 or information is likely to result in significant market reaction if the said omission came to light at a later date; or
- 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:
Events/ Information that may include but are not restricted to -
- 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;
- 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;
- Market Sensitive Information;
- Any event which in the view of the Board is material.
- ADMINISTRATIVE MEASURES
Unless otherwise decided by the Board of Directors, the Chairman & Managing Director and Chief Financial Officer for the time being of the Company shall be authorized for the purpose of determining materiality of an event or information as enumerated in sub‐clauses B and D of Clause 4 on the basis of the Guidelines mentioned in sub‐clause C of clause 4 of the Policy, for making disclosures to the stock exchange.
The contact details of the Chairman and Managing Director and the Chief Financial Officer shall be disclosed to the stock exchange and also, be disseminated on the Company’s website.
The dissemination of such information or event shall be done to the stock exchange under the signature of the CMD or the Chief Financial Officer or the Whole time Directors or the Company Secretary of the Company.
In any circumstance where the terms of this Policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the law, rule, regulation or standard will take precedence over this Policy until such time as this Policy is changed to conform to the law, rule, regulation or standard.
- GUIDANCE ON WHEN AN EVENT/INFORMATION IS DEEMED TO BE OCCURRED
- The events/information shall 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;
- The events/ information that may be of price sensitive nature such as declaration of dividends etc., on receipt of approval of the event by the Board of Directors, pending Shareholder’s approval;
- In the events/information such as natural calamities, disruption etc. 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 Chairman & Managing Director and CFO shall observe the following for proper and timely disclosure of any material events/ information as defined hereon:
- For determining materiality of any event/transaction, reference is to be made to this Policy and the Regulations.
- Disclosure of the events enumerated in Clause 4(A)(4) above shall be made within 30 minutes of the conclusion of the Board Meeting at which such events were discussed along with the time of commencement and conclusion of the meeting.
- All other events mentioned under Clause 4(A) and (B) above, other than those mentioned in the foregoing clause shall be disclosed by the Company as soon as reasonably possible but not later than 24 hours from the occurrence of a particular event.
- The details with regard to any fraud/ default by Directors, Promoter or KMP or by the Company or arrest of any Promoter or KMP shall be disclosed at the time of unearthing of the fraud or occurrence of default/ arrest.
- The Stock Exchange shall also be intimated further details regarding the same including actual amount of fraud/ default, actual impact of such fraud/ default on the Company and its financials and corrective measures taken thereon.
- Disclosure of any material development shall be made on a regular basis of any event, till the time the event is resolved/ closed.
- The disclosure shall be made with respect to the Company, its KMPs, or Promoters, or ultimate person in control at the time of becoming party to any litigation assessment, adjudication, arbitration or dispute in conciliation proceedings or upon institution of any litigation, assessment, adjudication, arbitration or dispute including any ad interim or interim orders passed against or in favour of the Company, the outcome of which can reasonably be expected to have an impact.
- The Stock Exchange shall also be regularly intimated about details of any change in the status and/ or any development thereon till the litigation or dispute is concluded and/ or is resolved.
- All the disclosures made to the Stock Exchange under this Policy shall also be disclosed on the Website of the Company and the same shall be hosted for a minimum period of five years and thereafter as per the preservation of documents and archival policy as adopted by the Company
- The Company shall also disclose all the events or information with respect to its Subsidiaries which are material for the Company.
- Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information:
- Company may on its own initiative also, confirm or deny any reported event or information to stock exchange(s).
- In case where an event occurs or information is available with the Company, which has not been indicated above, but which may have material effect on it, the Company shall make adequate disclosures in regard thereof.
- AUTHORITY TO MAKE ALTERATIONS
The Board of Directors are authorized to make such alterations to this Policy as considered appropriate, subject, however, to the condition that such alterations shall not be inconsistent with the provisions of the Regulations, 2015 and any amendment thereto from time to time.