MATERIALITY POLICY FOR IDENTIFICATION OF GROUP COMPANIES
“Pursuant to Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company is required to define materiality policy, for identification of “Group Companies” for disclosure of “Group Companies” in its draft prospectus/prospectus;
For the purpose of identification of “Group Companies”, our Company has considered those companies as our Group Companies which is covered under the applicable accounting standard (AS-18) issued by the Institute of Chartered Accountants of India as per Restated Financial Statements and also other companies as considered material by the Board of the issuer pursuant to Schedule VIII of the SEBI (ICDR) Regulation 2009. The materiality Policy framed by the Board covers such Companies as Our Group Companies which fulfils both (i) and (ii) conditions as mentioned below:-
(i) Such company that forms part of the Promoter Group of our Company in terms of Regulation 2(1)(z)(b) of the SEBI Regulations; and
(ii) Our Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case may be exceeding 5 % of total revenue of the company as per Restated Standalone Financial Statements.
MATERIALITY POLICY FOR IDENTIFICATION OF LITIGATION
“RESOLVED THAT Pursuant to Para X(A)(1)(iv) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company is required to define materiality policy for pending litigations in its draft prospectus/prospectus.
In this context, the following policy has been framed and approved by the Board of Directors (“Board”):-
For the purposes of disclosure pursuant to the SEBI Regulations and the Materiality Policy, following litigation are considered material for disclosure in Draft Prospectus/Prospectus of our Company :-
All pending litigation involving our Company, holding, Directors, Promoters and Group Companies, other than criminal proceedings and statutory or regulatory actions, would be considered ‘material’ if the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess of 1% of the profit after tax of our Company as per the last audited financial statement.
Pending proceedings involving the abovementioned persons whose outcome may have a bearing on the business, operations or prospects or reputation of our Company.”
Pursuant to Para X(A)(2)(i) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company is required to define materiality policy, for disclosure of material creditors in its Draft Prospectus/Prospectus which is as follows:-
For creditors where outstanding due to any one of them exceeds 10 % of consolidated trade payables as per the last audited financial statements of the Issuer.
ADOPTION OF INSIDER TRADING POLICY
The provision of Regulations of the SEBI (Prohibition of Insider Trading) Regulation, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the SME Platform of Exchange. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 thereon. The Board of Directors considered the policy on insider trading in view of the proposed public issue and the following resolution was passed.
Mr. Pratik Ashokbhai Patel, Company Secretary & Compliance Officer of the Company will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the Board”.