Policy on Determination of Matriality

1. Introduction

The Policy for determination of materiality of events or information(‘’Policy’’) for disclosure to the Stock Exchanges 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 Board of Directors of the listed entity shall authorise one or more Key Managerial personnel for the purpose of determining materiality of an event or information for the purpose of making disclosures.

2. Objective

Power & Instrumentation (Gujarat) Limited being a listed entity, is obligated to comply with the disclosure requirements under the Listing Regulations and is committed to the premise that the all persons investing in the publicly traded securities have equal right to access information that may affect their investment decisions and believes that full and fair disclosure of material information to the public is the cornerstone to the integrity of the Capital Market.

3. 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 Power & Instrumentation ( Gujarat) Limited, as constituted from time to time.
  • “Key Managerial Personnel (KMP)” mean key managerial personnel as defined in subsection(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 5 of the Policy and Para A of Part A of Schedule III to the Listing Regulations. In the Policy, the words, “material” and “materiality” shall be construed accordingly.
  • “Independent Director” means a Director of the Company within the meaning of Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.
  • “Policy” means this Policy for Determination of Materiality as may be amended from time to time.
  • “Key Managerial Personnel or KMP” means Key Managerial Personnel of the Company and includes Executive Chairman, Managing Director, Whole-Time Director, Chief Executive Officer, Manager, Chief Financial Officer and the Company Secretary, who may be authorized individually or collectively to determine materiality of events or information and disclose to Stock Exchange(s).
  • “Regulations I Listing 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 laws or regulations to the extent applicable to the Company.

4. Criteria for determining Materiality of events or information

Power & Instrumentation (Gujarat) Limited shall consider the following criteria for determination of Materiality of Events/information: –

• • • The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
    • 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
    • In case where the criteria specified in (a) and (b) are not applicable, an event / information may be treated as being material if in the opinion of the Board of Directors of the Company, the event / information is considered material.

5. Disclosures of events or information

• • The Company shall make Disclosure, first to the Stock Exchange, of material information, as provided in Annexure-A, as soon as reasonably possible and but not later than 24 hours from the occurrence of event or information.

    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.

  • Provided further that disclosure with respect to events specified in Annexure B shall be made within thirty (30) minutes of the conclusion of the Board Meeting.
  • The Company shall make disclosure of events as specified in “Annexure C” based on application of guidelines for determining Materiality as per the Policy.
  • The Company shall make disclosures updating Material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.
  • The Company shall disclose all events or information with respect to its Material Subsidiaries, (if any),
  • 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.
  • In case where an event occurs or information is available with the Company, which has not been indicated in Annexure A or Annexure B or Annexure C but which may have material effect on it, the Company will make adequate disclosures in regard thereof.
  • The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under this regulation, and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.

Scope and Limitation

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

Amendment

The Board of Directors may subject to the applicable laws amend any provision or substitute any of the provision with the new provision 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.