Policy for determining materiality of events

Policy for determining materiality of events

1. OBJECTIVE

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

EFFECTIVE DATE

This Policy is effective December 1, 2015.

2. DEFINITION

Act” shall mean the Companies Act, 2013 and the Rules framed there under, including any modifications, clarifications, circulars or re-enactment thereof.

Board of Directors” or “Board” means the Board of Directors of Cera Sanitaryware Limited, as constituted from time to time.

“Company” means Cera Sanitaryware Limited

Key Managerial Personnel” mean key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013;

Listing agreement” shall mean an agreement that is to be entered into between a recognized stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

“Material Event” or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

Material Subsidiary” shall mean any subsidiary company of the Company which is or has been determined as a material subsidiary as per the provisions of the Regulations

Policy” means this Policy on criteria for determining Materiality of events or information and as may be amended from time to time.

Regulations” mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.

Schedule” means a Schedule III of (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, the Listing Agreement, Regulations or any other applicable law or regulation to the extent applicable to the Company.

3. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR INFORMATION

Events / information shall be considered as Material if it meets any of the following criteria:

a. The event or information is in any manner unpublished price sensitive information;
b.  The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
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; and
d.  Any other event/information which is treated as being material in the opinion of the Board of Directors of the Company.

4. DISCLOSURES OF EVENTS OR INFORMATION

a.  Events specified in Annexure A are deemed to be material events and the Company shall make disclosure to of such events or information as soon as reasonably possible and not later than twenty-four (24) hours from the occurrence of such event or information in the following manner:

i.  inform the stock exchanges in which the securities of the Company are listed;
ii.  upload on the corporate website of the Company.

Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall, along with such disclosure(s) provide an explanation for delay.

b.  The Company shall make disclosure of events as specified in Annexure B based on application of guidelines for determining Materiality as per clause 3 of the Policy.

c.  The Company shall make disclosures updating Material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.

d.  The Company shall disclose all events or information with respect to its Material Subsidiaries.

e.  The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information and on its own initiative. Further it shall confirm or deny any event or information to stock exchange(s) reported in the media.

f.  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 it, the Company will make adequate disclosures in regard thereof.

All the above disclosures would be hosted on the website of the Company for a minimum period of five years and thereafter archived as per Company’s policy for Preservation and Archival of Documents.

5.  AUTHORITY TO KEY MANAGERIAL PERSONNEL

Chief Executive Officer and/or Executive Director of the Company shall have the authority to determine Materiality of any event or information and ensure disclosures of the same are made to stock exchange(s), subject to the provisions of this Policy. Their contact details are as under:

Name and Designation Contact details
Shri S.C. Kothari
Chief Executive Officer
Address: Cera Sanitaryware Limited
9, GIDC Industrial Estate, Kadi – 382715
District Mehsana, North Gujarat.
Tele No : (02764) 242329, 262619, 262638
E-mail   : sckothari@cera-india.com
Shri Atul Sanghvi
Executive Director
Address: Cera Sanitaryware Limited
9, GIDC Industrial Estate, Kadi – 382715
District Mehsana, North Gujarat.
Tele No : (02764) 242329, 262619, 262638
E-mail   : asanghvi@cera-india.com

 

Company Secretary of the Company is authorized to make disclosures of the material events to Stock Exchanges, subject to the provisions of this policy and instructions from the Chief Executive Officer and/or Executive Director. His contact details are as under:

Name and Designation Contact details
Shri Narendra N. Patel
Company Secretary
Address: Cera Sanitaryware Limited
Madhusudan House, Opp. Navrangpura
Telephone Exchange, Navrangpura,
Ahmedabad – 380 006
Tele No : (079) 26449781, 26449789
E-mail   :  nnpatel@cera-india.com

 

6.  AMENDMENTS

The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with the new provision(s) or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.

7.  SCOPE AND LIMITATION

In the event of any conflict between the provisions of this Policy and the Listing Agreement; Companies Act, 2013; Regulations or any other statutory enactments, rules, the provisions of such Listing Agreement / Companies Act, 2013 or 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.

8.  DISSEMINATION OF POLICY

This Policy shall be hosted on the website of the Company and address of such web link thereto shall be provided in the Annual Report of the Company.

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