POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR INFORMATION
D & H India Limited
1.PREAMBLE
1.1.This policy has been framed pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) for determination of materiality of events or information for disclosure (the “Policy”).
1.2.This Policy shall be known as Corporate Policy on Materiality for Disclosure of events to the stock exchanges where the equity shares of _________________(hereinafter referred to as the “Company” or “_______”) are listed (“Stock Exchanges”).
2.OBJECTIVE
2.1.This Policy shall be applicable to all material events which will have to be reported to Stock Exchanges.
2.2.The objectives of the Policy are as follows:
· To ensure that the Company complies with the disclosure obligations to which it is subject to as laid down by the Listing Regulations, various securities laws and other applicable legislations;
· To ensure that the information disclosed by the Company is timely and transparent;
· To ensure the corporate documents and public statements are accurate and do not contain any misrepresentation;
· To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company;
· To ensure uniformity in Company’s approach to disclose, raise awareness and reduce the risk of selective disclosure;
· To lay down the aspects for determining the materiality of the events / information and the time frame within which the information should be disclosed.
2.3. The objective of this Policy is to lay down the criteria for determination of materiality of events and information that need to be disclosed to the Stock Exchanges.
2.4. The Policy shall come into effect from the and the amended Policy, shall be effective from 6th August, 2023.
3.DEFINITIONS
3.1.“Act” shall mean the Companies Act, 2013 and the rules framed there under, including any modifications, clarifications, circulars or re-enactment thereof.
3.2. “Board of Directors” or “Board” means the board of directors of the Company, as constituted from time to time.
3.3. “CMD” means the Chairman and Managing Director of the Company.
3.4.“Compliance Officer” means the Company Secretary of the Company authorized by the Board for the purpose of determining materiality of an event or information and for the purpose of making disclosures to Stock Exchange.
3.5. “Director” refers to the director on the Board of the Company.
3.6.“Key Managerial Personnel” means a key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013.
3.7.“Listing Agreement” shall mean an agreement that is to be entered into between recognized stock exchanges, on which the equity shares of the Company are listed and the Company pursuant to the SEBI Listing Regulations.
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3.8.“Material Event” or “Material Information” shall mean such event or information as set out in this Policy or as may be determined in terms of the SEBI Listing Regulations. In this Policy, the words, “material” and “materiality” shall be construed accordingly.
3.9. “SEBI” means the Securities and Exchange Board of India.
3.10.“Stock Exchanges” means BSE Limited.
Any other term not defined herein shall have the same meaning as defined in the Act, the SEBI Listing Regulations or any other applicable law or regulation to the extent applicable to the Company.
4.CLASSIFICATION OF MATERIAL EVENTS / INFORMATION
i. Events or information specified in Part A of Schedule III of the Regulations are deemed to be material events or information.
ii. Events or information specified in Para A of Part A of Schedule III of the Regulations are deemed to be material event or information without applying the materiality criteria set forth in regulation 30 of the Regulations as amended from time to time.
iii. Events or information specified in Para B of Part A of Schedule III of the Regulations are deemed to be the material event or information on the basis of applicability of materiality criteria set forth in regulation 30 of the Regulations as amended from time to time.
iv. In all other cases and where the criteria specified in paragraph 3 above does not apply an event or information shall be considered as material, if in the opinion of the Board of Directors such an event or information is material.
v. Managing Director and Chief Financial Officer of the Company are severally authorized to determine whether an even or information is a material event or information in terms of this Policy.
5.DISCLOSURE OF MATERIAL EVENT AND INFORMATION
1. All the events or information, which are material in terms of the provisions of Regulations shall be first disclosed to the Stock Exchanges as soon as reasonably possible but not later than the timelines specified in regulation 30 and Part A of Schedule III of the Regulations for such events or information.
2. All the material events or information disclosed to the Stock Exchanges as mentioned above shall thereafter be disclosed at the web site of the Company for a minimum period of 5 years and thereafter as per the archival policy of the Company.
3. Once a material event or information is disclosed to the Stock Exchanges under regulation 30, the Company shall further disclose and update the material development of the event on a regular basis until the matter is resolved/closed.
4. When an event or information shall be deemed to have occurred, for the purpose of disclosure under the Regulations, would depend upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required, it would depend upon the timing when the Company became aware of such event/information. The Company will follow the guidelines below in this regard:
i. The events/information shall be deemed to have occurred upon receipt of approval of Board of Directors of the Company and if approval of shareholders is also required, then after receipt of approval of both i.e. Board of Directors and Shareholders.
However, considering the price sensitivity involved, for certain events such as decision on declaration of Dividend, etc., disclosure shall be made on receipt of approval of the event by the Board of Directors, pending Shareholder’s approval.
ii. Other events/ information shall be deemed to have occurred when the Company becomes aware of such events/information, or as soon as, an Officer of the Company 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.
6. AUTHORIZED KEY MANAGERIAL PERSONNEL (KMP) AND CONTACT DETAILS FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCKEXCHANGE:
The following KMPs is authorized by Board of Directors for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange:-
Shri Rajesh Sen
The Company Secretary & Compliance Officer of the Company
Contact Details:
EMAIL: rsen@dnhindia.com
Contact No: 0731- 2973501
Details of above KMPs shall be also disclosed to the stock exchange and as well as on the Company’s website.
7. MISCELLANEOUS
1. The policy shall be disclosed on the website of the Company i.e dnhindia.com.
2. Managing Director may review the Policy from time to time, however any material changes in policy will take effect only after it got approval of the Board of Directors of the Company.
3. If there is any inconsistency between the provisions of this Policy and the Regulations, the provisions specified in the Regulations would prevail and any amendment in the Regulations shall mutatis mutandis be deemed to have been incorporated in this Policy.