Policies
Policy for Determination of Materiality of Events or Information for Disclosure
Background:-
As per Regulation 30 (4) (ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) as amended from time to time, Garware Technical Fibres Limited (“the Company”) is required to frame a policy for determination of materiality of events or information based on the criteria specified in Regulation 30 (4) (i) of the SEBI Listing Regulations, which can be disclosed to the Stock Exchanges.
SEBI vide its notification dated June 14, 2023 notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2015 amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “LODR Regulations”) and further vide its Circular dated July 13, 2023, issued guideline on the criteria for determination of materiality of events / information.
Taking into consideration such amendments, the Board of Directors of the Company has adopted this Policy for determination of Materiality of Events or Information for Disclosure (“the Policy”).
Objective:-
The objective of the Policy is to provide guideline to all concerned employees / personal of the Company to identify any potential event or information relating the Company, which can be considered material event or information based on the criteria of materiality as provided in this policy and report to the key managerial personal of the Company authorized for determining the materiality of the said event or information thereby enable them to make necessary disclosure to the stock exchanges.
All the words and expressions used in this Policy shall have the meaning respectively assigned to them under the SEBI Listing Regulations or any other applicable law or regulation to the extent applicable to the Company.
Guideline for determination of the Materiality:-
A. Events or information as specified in Para A of Part A of Schedule III of SEBI Listing Regulations shall be deemed to be material events or information and the Company shall make disclosure of such events or information to the Stock Exchange(s) within the time as prescribed in this Policy;
B. Events or information as specified in Para B of Part A of Schedule III of SEBI Listing Regulations shall be disclosed to the stock exchange(s) based on criteria for determination of materiality of events or information as mentioned here in below:-
Criteria for determination of materiality of events / information:
a) The omission of an event or information, which is likely to result in discontinuity or alteration of events 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; or
c) The omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
- two percent of turnover, as per the last audited consolidated financial statements of the Company;
- two percent of net worth, as per the last audited consolidated financial statements of the listed entity, except in case the arithmetic value of the net worth is negative;
- five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company;
d) In case where the criteria specified in clauses (a), (b) and (c) is not applicable, an event or information may be treated as being material if in the opinion of the board of directors of the Company, the event or information is considered material:
e) Any other information / event viz. major development, which in the opinion of the Board of the Directors of the Company likely to have material effect on the business of the company.
f) While assessing the materiality of the event or information for the purpose of disclosure under the regulation, the concerned employee or person should take into consideration that such information or event may have a bearing into the mind of the investor for making his decision to buy, sell or hold the security of the Company or may have material impact on the market price of the security of the Company. Materiality must be determined on a case to case basis considering specific facts and circumstances relating to each information or event, general business practices, industry scenario, any confidentiality obligation or restriction by judicial / regulatory authority, and must be directly affecting to the business of the Company.
C. The Company shall also disclose all events or information with respect to subsidiaries, which are material for the Company.
D. The Company shall, with respect to disclosures made herein above make disclosures updating material developments on a regular basis, till such time the event is resolved / closed, with relevant explanations.
E. all event or information as prescribed in the SEBI listing Regulations shall be disclosed to the stock exchange(s) as soon as reasonable practicable but not later than the time prescribed in Regulation 30 (6) of the SEBI Listing Regulations as amended from time to time, from the occurrence of such event or information.
Provided that in case the disclosure is made after the time prescribed as above, from occurrence of the event or information, the company shall, along with such disclosures provide explanation for delay.
Amendments:-
The Board reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification shall be inconsistent with the applicable provision of the Act or Applicable Law.
Scope and Limitation:-
In the event of any conflict between the provisions of this Policy and SEBI Listing Regulations, the Companies Act, 2013, or any other statutory enactments, rules, the provisions of such SEBI Listing Regulations, the Companies Act, 2013, or such other statutory enactments, rules shall prevail over this Policy and the part(s) so repugnant shall be deemed to severed from the Policy and the rest of the Policy shall remain in force.
Dissemination of Policy:-
This Policy shall be uploaded on the website of the Company.
Annexure I
As required under Regulation 30(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following Key Managerial Personnel(s) shall be authorized severally to determine Materiality of any event or information and make disclosures of such material event or information to Stock Exchanges(s). They are as under:
