Policy on Determination of Materiality of Event

POLICY ON DETERMINATION OF MATERIALITY OF EVENT

1. Background:
   1. VSD Confin Limited (‘the Company’) is committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. The Company’s securities are listed on BSE Limited (BSE) and must comply with the continuous disclosure obligations imposed by the SEBI Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations) that come into effect from 01st December, 2015. Listing Regulations mandate listed entities to formulate a policy for determining materiality of events or information that warrant disclosure to investors. It is in this context that the Policy on Determination of Materiality of Events (“Policy”) is being framed and implemented.

• Definitions:
  • In this Policy, unless the context otherwise requires:
    • “Board of Directors” shall mean the Board of Directors of VSD Confin Limited.
    • “Key Managerial Personnel” or “KMP” means a person as defined in subsection (51) of section 2 of the Companies Act 2103.
    • “Promoter” and “Promoter Group” shall have the same meaning as assigned to them respectively in clauses (za) and (zb) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
  • All other words and expressions used but not defined in this Policy, but defined in the SEBI Act, 1992, Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and / or the rules and regulations made there under shall have the same meaning as respectively assigned to them in such Acts or rules or regulations or any statutory modification or re-enactment thereto, as the case may be.

• Objective of the Policy:
  • The objectives of this Policy are as follows:
    • To ensure that the Company complies with the disclosure obligations to which it is subject as a publicly-traded company as laid down by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
    • To ensure that the information disclosed by the Company is timely and transparent.
    • To ensure that corporate documents and public statements are accurate and do not contain any misrepresentation.
    • To protect the confidentiality of Material/ Price sensitive information within the context of the Company’s disclosure obligations.
    • To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company.
    • To ensure uniformity in the Company’s approach to disclosures, raise awareness and reduce the risk of selective disclosures.

• Guidelines for Assessing Materiality:
  • The information covered by this Policy shall include “information related to the Company’s business, operations, or performance which has a significant effect on securities investment decisions of the Investors at large” (herein after referred to as “material information”).
  • Materiality will be determined on a case to case basis depending on the facts and the circumstances pertaining to the event or information.
  • The following qualitative criteria will be applicable for determining materiality of event or information:
    • The omission of an event or information which is likely to result in:
      • discontinuity or alteration of an event or information already available publicly or
      • significant market reaction if the said omission came to light at a later date.
    • In the opinion of the Board of Directors of the Company, the event/ information ought to be disclosed.

• Type of Information:
  • Events or information that is to be disclosed without any application of the guidelines for materiality are specified in Annexure I to this Policy
  • Events or information that is to be disclosed based on the application of guidelines for materiality are specified in Annexure II to this Policy.
  • 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 have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively know 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.

• Guidance on Timing of an Event or Information
  • The Company may be confronted with the question as to when an event/information can be said to have occurred.
  • In certain instances, the answer to above question would depend upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required, viz. in case of natural calamities, disruptions, etc., the answer to the above question would depend upon the timing when the Company became aware of the event/information.
  • In the former, the events/information can be said to have occurred upon receipt of approval of Board of Directors.

However, considering the price sensitivity involved, for certain events, e.g. decision on declaration of dividends etc., disclosure shall be made on receipt of approval of the event by the Board of Directors, pending Shareholder’s approval.

• In the latter, the events/information can be said to have occurred when the Company becomes aware of the events/information.

• Persons Responsible for Disclosure:
  • The Key Managerial Personnel as defined under clause 2(b) of this Policy has be responsible for determination of materiality of an event or information and to make appropriate disclosure on a timely basis.

• Powers and Responsibilities of KMP(s):
  • The KMPs shall have the following powers and responsibilities for determining the material events or information:
    • To review and assess an event or information that may qualify as ‘material’ and may require disclosure, on the basis of facts and circumstances prevailing at a given point in time.
    • To determine the appropriate time at which the disclosures are to be made based on an assessment of actual time of occurrence of an event or information.
    • To disclose developments that are material in nature on a regular basis, till such time the event or information is resolved / closed, with relevant explanations.
    • To consider such other events or information that may require disclosure to be made which are not explicitly defined in the Listing Regulations and determine the materiality, appropriate time and contents of disclosure for such matters.
    • To disclose all events or information with respect to the subsidiaries which are material for the Company

• Policy Review
  • The Board of Directors of the Company may review the Policy from time to time. Material changes to the Policy will need the approval of the Board of Directors.

1. Effective Date
   1. The Policy, as approved by the Board of Directors, shall be effective 11/07/2018.

1. Website
   1. As per the provisions of the Listing Regulations, the Policy shall be disclosed on the website of the Company.

Annexure I

EVENTS OR INFORMATION THAT ARE TO BE DISCLOSED WITHOUT APPLICATION OF MATERIALITY GUIDELINES LISTED IN THE POLICY:

1. 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 listed entity or any other restructuring.

Explanation: For the purpose of this sub- para, the word’ acquisition’ shall mean,-

1. acquiring control, whether directly or in directly; or
   1. acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that.
      1. The Company holds shares or voting rights aggregating to five percent or more of the shares or voting rights in the said company, or;
      1. There has been a change in holding from the last disclosure made under sub clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two percent of the total shareholding or voting rights in the said company.
2. Issuance or forfeiture of securities, split or consolidation of shares, buy back 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 directors: The Company shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
  • 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 listed entity), 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 the Company or arrest of key managerial personnel or promoter;
• Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.), 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.

Annexure II

EVENTS OR INFORMATION THAT ARE TO BE DISCLOSED BASED ON MATERIALITY GUIDELINES LISTED IN THE POLICY

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
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).
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) (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 the 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.
• 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.