Policy on Determination of Materiality for Disclosures

 
Disclosure under Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to requirement of Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Key Managerial Personnel (KMP’s) of our Company are authorized to determine materiality of an event or information and make disclosures to Stock Exchange(s):

 
Sr,No. Name Designation
1. Mr. R. Ganapathi Chairman and Non - Executive Director
2. Ms. P. Bhavana Rao Executive Director
3. Mr. Amin Bhojani Chief Financial Officer
4. Mr. Mukesh Tank Company Secretary
 

A single point of contact of the KMP’s for the above purpose is as below:

Company Secretary
Trigyn Technologies Limited
27, SDF 1, SEEPZ-SEZ, Andheri(East), Mumbai-400096
E-mail: ro@trigyn.com
Contact no.: 022-61400909

 

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES

1. Background

Trigyn Technologies 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 National Stock Exchange of India Limited (NSE) and must comply with the continuous disclosure obligation imposed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) that come into effect form December 1, 2015 and updated and amended from time to time. Listing Regulations mandated listed entities to formulate a policy for determining materiality of events or information that warrants disclosure to investors. It is in this context that the Policy on Determination of Materiality for Disclosures (‘Policy’) is being framed and implemented.

2. Definitions

In this Policy, unless the context otherwise requires

  1. “Board of Directors” shall mean the Board of Directors of Trigyn Technologies Limited;
  2. “Chief Financial Officer” shall mean the person heading and discharging the finance functions of listed entity as disclosed by it to the recognized stock exchange(s) in its filing under the Listing Regulations;
  3. “Key Managerial Personnel” or “KMP” shall mean individuals appointed in terms of Section 203 of the Companies Act, 2013.
  4. “LODR” shall mean SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 as amended from time to time.
  5. “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;
  6. “Subsidiary” means a subsidiary as defined under sub-section (87) of section 2 of the Companies Act, 2013;

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 thereunder shall have the same meaning as respectively assigned to them in such Acts or rules or regulations or any statutory modifications or re-enactments thereto, as the case may be.

3. Objectives of the Policy

The Objectives of the Policy are as follows:

  1. To ensure that the Company complies with the disclosure obligations to which it is subject as a publicly-traded company as laid down by the Listing Regulations, various Securities laws and any other legislations as may be applicable.
  2. To ensure that the information disclosed by the Company is timely and transparent.
  3. To ensure that the corporate documents and public statements are accurate and do not contain any misrepresentation.
  4. To protect the confidentiality of Material / Price sensitive information within the context of the Company’s disclosure obligations.
  5. To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company.
  6. To ensure uniformity in the Company’s approach to disclosures, raise awareness and reduce the risk of selective disclosures.

4. Type of Information

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” (hereinafter referred to as material information) that the Company is required to disclose in a timely and appropriate manner by applying the guidelines for assessing materiality.

Events or information that is to be disclosed without any application of guidelines for materiality as SCHEDULE III PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES as per regulation 30 of LODR.

Events or information that is to be disclosed based on application of guidelines for materiality as SCHEDULE III PART B: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES. as subregulation (4) of regulation (30):

5. Persons Responsible for Disclosure

The Board of Directors of the Company has authorized the Key Managerial Personnel as defined under clause 2(c) of the Policy to determine the materiality of an event or information and to make appropriate disclosure on a timely basis. The KMP are also empowered to seek appropriate counsel or guidance, as and when necessary, from other internal or external stakeholders as they may deem fit.

The KMP may have the following powers and responsibilities for determining the material event or information:

  1. To review and assess an event or information that may qualify as ‘material’ and may require disclosure, on the basis of the facts and circumstances prevailing at a given point in time.
  2. To determine the appropriate time at which the disclosure are to be made to the Stock Exchanges based on an assessment of actual time of occurrence of an event or information.
  3. To disclose the developments that are material in nature on a regular basis, till such time the event/or information is resolved/closed, with relevant explanations.
  4. To consider such other events or information that may require disclosure to be made to the Stock Exchanges which are not explicitly defined in the Listing Regulations and determine the materiality, appropriate time and contents of disclosure for such matters.
  5. To disclose all events or information with respect to its subsidiaries which are material for the Company.

6. Guidelines for Assessing Materiality

Materiality will be determined on a case to case basis depending on the facts and circumstances pertaining to the event or information.

The Company shall consider the following criteria for determination of materiality of events / information:

  1. (a) the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
  2. (b) 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
  3. (c) 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 listed entity;
    • (2) two percent of net worth, as per the last audited consolidated financial statements of the listed entity, 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 listed entity;
  4. (d) In case where the criteria specified in sub-clauses (a), (b) and (c) is not applicable, an event or information may be treated as being material if in the opinion of the board of directors of the listed entity, the event or information is considered material:

7. Guidance on timing of an Event or Information

The Company may be confronted with the question as to when event/information can be said to have occurred.

In certain instances, the answer to the 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, or as soon as, a KMP of the Company has, or ought to have reasonably come into possession of the information in the course of performance of his duties.

8. Obligations of Internal Stakeholders and KMPs for Disclosure

  1. Any event or information
    • which, in the opinion of the board of directors of the listed company, is material,
    • any event or information which specified in Para A of Part A of Schedule III of LODR and
    • any events specified in Para B of Part A of Schedule III of LODR, based on application of the guidelines for materiality as specified in sub-regulation (4) of regulation 30 of LODR.
    shall be forthwith informed to the KMP(s) upon occurrence, with adequate supporting data/information, to facilitate a prompt and appropriate disclosure to the Stock Exchange.
  2. The KMP(s) will then ascertain the materiality of such event(s) or information based on the above guidelines.
  3. On completion of the assessment, the KMP(s) shall, if required, make appropriate disclosure(s) to the Stock Exchanges as per regulation 30 (6) of LODR.

9. Policy Review

The KMP(s) may review the policy from time to time. Material changes to the policy will need the approval of the Board of Directors.

10. Effective date

The Policy, as approved by the Board of Directors, shall be effective December 1, 2015.

11. Website

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

12. Contact Details

Any questions or clarifications about the policy or disclosures made by the Company should be referred to the Company Secretary, who is in charge of administering, enforcing and updating this Policy.

Company Secretary
Trigyn Technologies Limited
27, SDF 1, SEEPZ-SEZ, Andheri (East), Mumbai-400096 E-mail:ro@trigyn.com

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