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 (Formerly Garware- Wall Ropes 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.
Objective:-
The objective of the Policy is to determine materiality of events or information, which, in the opinion of the Board of Directors of the Company, are considered material and need to be disclosed to the Stock Exchanges, thereby ensuring a timely and balanced disclosure of all material events or information concerning the Company.
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.
Disclosure of Events and Information:-
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;
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:-
a) The following principles / criteria shall be considered for determining materiality of events or information; or
| S.NO. | Events / Information | Principles / Criteria for determination of materiality |
|---|---|---|
| 1. | Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit / division. | Exceeding 10% of total production of the Company as per preceding financial year |
| 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) | Investments exceeding 10% of total turnover of the company as per preceding financial year, Closure of operation of any unit / division which generates 10% of total turnover of the company during the preceding financial year |
| 3. | Capacity addition or product launch | Exceeding 10% of capacity addition to the existing capacity |
| 4. | Awarding, bagging / receiving, amendment or termination of awarded / bagged orders / contracts not in the normal course of business. | Order / Contract exceeding 10% of total turnover of the company as per preceding financial year |
| 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. | Loan exceeding 20% of net worth of the company as per preceding financial year |
| 6. | Disruption of operations of any one or more units or divisions of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc. | Which is estimated to result in discontinuation of operations of that unit / division of the Company for more than 2 weeks |
| 7. | Effect(s) arising out of change in the regulatory framework applicable to the Company. | Which is estimated to effect turnover of the company exceeding 10% of total turnover as per preceding financial year |
| 8. | Litigation(s) / dispute(s) / regulatory action(s) with impact. | Exceeding claim value of rupees 20% of net worth as per preceding financial year |
| 9. | Fraud / defaults etc. by directors (other than key managerial personnel) or employees of listed entity. | Amount as specified under the Companies Act, 2013 and Rules made there under |
| 10. | Giving of guarantees or Indemnity or becoming a surety for any third party. | Exceeding 20% of net worth of the Company as per preceding financial year |
| 11. | Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals. | Affecting the total turnover of the company exceeding 10% as per preceding financial year |
| 12. | Any other events / information | Which are likely to affect 10% of total turnover or 20% of net worth of the Company as per preceding financial year, whichever is less. |
Materiality shall be determined on a case-by case basis depending on specific facts and circumstances relating to the events or information.
b. The omission of an event or information, which is likely to result in discontinuity or alteration of events or information already available publicly; or
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; or
In addition to the above, an event or information may be treated as being Material if in the opinion of the Board, the event or information is considered material.
C. Any other information / event viz. major development, which in the opinion of the Board of the Directors of the Company likely to affect business.
D. Without prejudice to the generality of para (A), (B) and (C) above, the Company may make disclosures of any event / information as specified by the Board from time to time.
E. The Company shall also disclose all events or information with respect to subsidiaries, which are material for the Company.
F. 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.
Event as specified Para A of Part A of Schedule III of SEBI Listing Regulations shall be first disclosed to stock exchange as soon as reasonable practicable and not later than a 24 (twenty four) hours from the occurrence of such event or information.
Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the company shall, along with such disclosures provide explanation for delay.
Provided further that disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III of SEBI Listing Regulations shall be made within thirty minutes of the conclusion of the board meeting.
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:
Mr. Sunil Agarwal, Company Secretary
Email: [email protected]
Phone No.: 020 27990000