1. Introduction___________________________________1
2. Objective_____________________________________1
3. Definitions & Interpretations _____________________1
4. Criteria for Determination of Materiality of Events / Information ___________________________________2
5. Disclosure of Material Events or Information_________3
6. Authorization for Determining Materiality___________3
7. General ______________________________________3
8. Policy Review_________________________________4
9. Annexure-A __________________________________5
10. Annexure-B__________________________________9
1. Introduction: -
This policy sets out the guidelines for the determination of materiality of events or information for Alpa Laboratories Limited ("Company") and ensures compliance with the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulation]. The purpose of the policy is to ensure that material events or information are disclosed to the stock exchanges and the public in a timely and transparent manner, enabling stakeholders to make informed decisions.
2. Objective: -
The purpose of this Policy is to provide overall governance framework for ascertaining the materiality of events or information relating to the Company and to ensure that the Company disseminates such events and information promptly to the Stock Exchanges, on which the securities of the Company are listed. The objectives of this Policy are as follows:
▪ To ensure that the information is disclosed by the Company in a timely and transparent manner.
▪ To ensure that the Company complies with the disclosure obligations as a publicly traded Company as laid down by the Listing Regulations, various Securities Laws and any other legislations.
▪ To ensure that 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 the information released by the Company.
▪ To ensure uniformity in the Company’s approach to information disclosures, raise awareness and reduce the risk of selective disclosures.
3. Definitions & Interpretations: -
In this Policy, unless the context otherwise requires:
⮚ “Act” means the Companies Act, 2013 and the Rules framed thereunder, including any modifications, amendments, clarifications, circulars or re-enactment thereof.
⮚ “Board” shall mean the Board of Directors of Alpa Laboratories Limited.
⮚ “Company” shall mean Alpa Laboratories Limited.
⮚ “Material Events or Material Information” shall mean such events or information as set out in the SCHEDULE III or as may be determined in terms of SEBI Listing Regulations.
⮚ “Listing Regulations” shall mean the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, amendments, clarifications, circulars or re-enactment thereof.
⮚ “Other Information” means as prescribed under Para C of Part A of SCHEDULE III to the Listing Regulations.
⮚ “Policy” means this policy for Materiality of events or information and as may be amended from time to time.
Any word used in this policy but not defined herein shall have the same meaning ascribed to it in the Act, SEBI Act or Rules and Regulations made thereunder, Listing Agreement, Accounting Standards or any other relevant legislation / law applicable to the Company. In case of any dispute or differences between this Policy and provisions of Act / Listing Agreement, the latter shall apply.
4. Criteria for Determination of Materiality of Events/ Information: -
Materiality will be determined on a case-to-case basis depending on the facts and the
circumstances pertaining to the event or information.
For the events or information stated in Annexure-A to this policy, no criteria are applicable and the Company shall disclose the said events or information as they occurred within the timeline mentioned in Clause 5 of this policy.
The Company shall consider the following criteria for determination of materiality of events/ information stated in Annexure-B to this Policy: -
⮚ the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
⮚ 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;
⮚ the omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
♦ (1) two percent of turnover, as per the last audited consolidated financial statements of the Company;
♦ (2) two percent of net worth, as per the last audited consolidated financial statements of the Company, except in case the arithmetic value of the net worth is negative;
♦ (3) 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.
⮚ any other event/information which is considered as being material in the opinion of the Board of Directors of the Company.
5. Disclosure of Material Events or Information: -
- The Company shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this policy as soon as reasonably possible and in any case not later than the following:
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken;
(ii) twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the Company;
(iii) twenty-four hours from the occurrence of the event or information, in case the event or information is not emanating from within the Company:
Provided that disclosure with respect to events for which timelines have been specified in Part A of Schedule III shall be made within such timelines.
- In case the disclosure is made after the timelines specified above or under this regulation, the company shall, along with such disclosure provide the explanation for the delay.
- The Company shall disclose all events or information with respect to its Material Subsidiaries.
- The Company shall provide specific and adequate reply to all queries raised by stock exchanges with respect to any events or information. Further, the Company may, on its own initiative, 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 in Annexure A or Annexure B, but which may have material effect on the Company, the Company shall make adequate disclosure in regard thereof.
6. Authorization for Determining Materiality: -
The Board of Directors of the Company has severally authorised Executive Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company Secretary of the Company to determine materiality of events or information that has taken place, for the purpose of making adequate disclosure to the Stock Exchanges.
7. General: -
⮚ 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 said law, rule, regulation or standard.
⮚ This Policy shall be disclosed on the website of the Company.
⮚ Any subsequent amendment(s)/modification(s) in the Listing Regulations and/or other applicable Laws shall automatically apply to this Policy.
⮚ The Board of Directors of the Company is authorized to make such alterations to this Policy as considered appropriate, subject, however, to the condition that such alteration shall not be inconsistent with the provisions of the Listing Regulations.
8. Policy Review: -
The Policy shall be subject to review by the Board of Directors as and when required either consequent to statutory requirements or otherwise.
Annexure A
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 or restructuring), sale or disposal of any unit(s), division(s), whole or
substantially the whole of the undertaking(s) or subsidiary of the Company, sale of stake
in associate company 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 existing or to be incorporated, whether directly or indirectly, such that – -
a. the Company 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
c. the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.
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. New ratings or revision in credit ratings.
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 board 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. Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or of its holding, subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements.
Provided that such agreements entered into by a Company in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or they are required to be disclosed in terms of any other provisions of these regulations.
7. Fraud or defaults by a Company, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the Company, whether occurred within India or abroad.
8. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), senior management, Auditor and Compliance Officer.
9. Appointment or discontinuation of share transfer agent.
10. Resolution plan/ Restructuring in relation to loans/borrowings from banks/financial institutions.
11. One time settlement with a bank.
12. Winding-up petition filed by any party / creditors.
13. 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.
14. Proceedings of Annual and extraordinary general meetings of the Company.
15. Amendments to memorandum and articles of association of the Company, in brief.
16. (a). Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet) and presentations made by the Company to analysts or institutional investors.
(b). Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:
(i)the presentation and the audio/video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;
(ii) the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls.
17. Event in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code.
18. Initiation of Forensic audit.
19. Announcement or communication through social media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a Company, in relation to any event or information which is material for the Company in terms of regulation 30 of SEBI (LODR) Regulations and is not already made available in the public domain by the Company.
20. Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the Company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company, in respect of the following:
(a) search or seizure; or
(b) re-opening of accounts under section 130 of the Companies Act, 2013; or
(c) investigation under the provisions of Chapter XIV of the Companies Act, 2013;
along with the following details pertaining to the actions(s)initiated, taken or orders passed:
i. name of the authority;
ii. nature and details of the action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
iv. details of the violation(s)/contravention(s) committed or alleged to be committed;
v. impact on financial, operation or other activities of the Company,quantifiable in monetary terms to the extent possible.
21. Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against Company or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the Company, in respect of the following:(a) suspension; (b) imposition of fine or penalty; (c) settlement of proceedings; (d) debarment; (e) disqualification; (f) closure of operations; (g) sanctions imposed; (h) warning or caution; or (i) any other similar action(s) by whatever name called;
along with the following details pertaining to the actions(s) initiated, taken or orders passed:
i. name of the authority;
ii. nature and details of the action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
iv. details of the violation(s)/contravention(s) committed or alleged to be committed;
v. impact on financial, operation or other activities of the Company, quantifiable in monetary terms to the extent possible.
22. Voluntary revision of financial statements or the report of the board of directors of the Company under section 131 of the Companies Act, 2013.
Annexure B
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. Any of the following events pertaining to the Company:
(a) arrangements for strategic, technical, manufacturing, or marketing tie-up; or
(b)adoption of new line(s) of business; or
(c) closure of operation of any unit, division or subsidiary (in entirety or in 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) 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. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the Company.
9. Frauds or defaults by employees of the Company which has or may have an impact on the Company.
10. Options to purchase securities including any ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a surety, by whatever named called, for any third party.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.
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.
Without prejudice to the generality of above, the Company may make disclosures of event/information as specified by the Board from time to time.
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