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POLICY ON DETERMINING MATERIALITY OF EVENTS
BACKGROUND:
MFL INDIA LIMITED (“the Company”), being a listed entity, formulate a policy for determining materiality of events or information that warrant disclosure to investors. The policy on Determination of Materiality for disclosures (“Policy”) is being framed and implemented in accordance with the Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“the Regulations”).
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 December 1, 2015.
OBJECTIVE:
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 the Listing Regulations, various Securities Laws and any other legislations.
To ensure that the information disclosed by the Company is adequate, accurate, 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.
DISCLOSURE OF EVENTS OR INFORMATION:
The Company shall make disclosures of any events or information which are material according to the Board of Directors of the Company or person delegated by the Board of Directors in this regard.
Upon occurrence of Events, as specified in Annexure A, and as specified in Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015, MFL INDIA LIMITED shall forthright make disclosure of such events based on the guidelines for materiality.
Upon occurrence of Events, as specified in Annexure B and as specified in Para B of Part A of Schedule III of SEBI (LODR) Regulations, 2015, MFL INDIA LIMITED shall make disclosure of such events based on the guidelines for materiality.
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 listed entity to appraise its position and to avoid the establishment of a false market in such securities.
Without prejudice to the generality of events specified in Annexure A and B, the Company make disclosures of event/information as specified by the SEBI from time to time.
CRITERIAFORDETERMININGMATERIALITYOFEVENTS/ INFORMATION:
The following are the 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; or
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
In case where the criteria specified in sub-clauses (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 listed entity, the event / information is considered material.
Provided that any continuing event or information which becomes material pursuant to notification of these amendment regulations shall be disclosed by the listed entity within thirty days from the date of coming into effect of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
AUTHORITY & TIMEFRAME TO DISCLOSE EVENTS:
The board of directors shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s).
The contact details of such authorized personnel shall be disclosed to the Stock Exchange(s) as required under the Regulations as well as on the company’s website.
The Company shall first disclose to stock exchange(s) of all events or information which are material in terms of the provisions of the Listing Regulations. The Company shall also make disclosure of events / information as may be specified by the Securities and Exchange Board of India from to time.
Any material developments on any event disclosed to the stock exchanges shall be updated on regular basis till such event is resolved/closed, with relevant explanations.
All disclosures made to the Stock exchange shall be disclosed on the company’s website all such events for a minimum period of five (5) years and thereafter as per the archival policy of the Company.
AMENDMENT TO THIS POLICY:
The Board shall have the right to modify / supplement, withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.
In the event of any contradiction in the Documents Preservation Schedule and the statutory provisions, the period provided for in the statutory provisions shall prevail.
Further, in the event that the Company is served with any legal or statutory notice for any Document(s) from any of the statutory authorities or any litigation / proceeding is commenced by or against the Company, than the disposal of documents which are subject matter of such notice or litigation, etc. shall be suspended till such time the matter is settled or resolved or disposed of. The Legal Department shall immediately inform relevant employees of the Company for suspension of further disposal of Documents.
This Policy shall be posted on the website of the Company.
EFFECTIVE DATE:
This Policy was approved by the Board of Directors in its meeting held on the 28th May 2025 and it shall be deemed to be effective from the 1st day of May, 2025. The said policy is also hosted on company’s website i.e. www. mflindia.co.in.
ANNEXURE A
Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30) of SEBI (LODR) Regulations, 2015:
Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or restructuring), or sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in associate company of the listed entity or any other restructuring.
Issuance or forfeiture of securities, split or consolidation of shares, buyback 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.
New Rating(s) or Revision in Rating(s).
Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), the outcome of meetings of the board of directors, held to consider the following:
dividends 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 including by way of issue of securities (excluding security receipts, securitized debt instruments or money market instruments regulated by the Reserve Bank of India), through further public offer, rights issue, American Depository Receipts/ Global Depository Receipts/ Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method;
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 listed entity 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.
5A. Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements:
Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations.
Fraud or defaults by a listed entity, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the listed entity, whether occurred within India or abroad:
Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Senior Management, Auditor and Compliance Officer.
7A. In case of resignation of the auditor of the listed entity, detailed reasons for (2) resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor.
7B. Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:
i. The letter of resignation along with Detailed reasons for the resignation as given by the said director
ia. Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the disclosures as specified in sub-clause (i) and (ii) above.
7C. In case of resignation of key managerial personnel, senior management, Compliance Officer or director other than an independent director; the letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance Officer or director shall be disclosed to the stock exchanges by the listed entities within seven days from the date that such resignation comes into effect.
7D. In case the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty-five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s).
Appointment or discontinuation of share transfer agent.
Resolution plan/Restructuring in relation to loans/borrowings from banks/financial institutions including the following details:
(i) Decision to initiate resolution of loans/borrowings;
(ii) Signing of Inter-Creditors Agreement (ICA) by lenders;
(iii) Finalization of Resolution Plan;
(iv) Implementation of Resolution Plan;
(v) Salient features, not involving commercial secrets, of the resolution/restructuring plan as decided by lenders.
One time settlement with a bank.
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 listed entity.
Proceedings of Annual and extraordinary general meetings of the listed entity.
Amendments to memorandum and articles of association of listed entity, in brief.
(i) Schedule of Analyst or institutional investor meet at least two working days in advance (excluding the date of the intimation and the date of the meet);
(ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls shall be disclosed to the recognized stock exchanges prior to beginning of such events.
(b) Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner:
(i) The audio recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;
(ii) the video recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls;
(iii) the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls.
The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code:
a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default;
b) Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default;
c) Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable;
d) Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code;
e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
f) Appointment/ Replacement of the Resolution Professional;
g) Prior or post-facto intimation of the meetings of Committee of Creditors;
h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
i) Number of resolution plans received by Resolution Professional;
j) Filing of resolution plan with the Tribunal;
k) Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified;
l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as:
(i) Pre and Post net-worth of the company;
(ii) Details of assets of the company post CIRP;
(iii) Details of securities continuing to be imposed on the companies’ assets;
(iv) Other material liabilities imposed on the company;
(v) Detailed pre and post shareholding pattern assuming 100% conversion of convertible securities;
(vi) Details of funds infused in the company, creditors paid-off;
(vii) Additional liability on the incoming investors due to the transaction, source of such funding etc.;
(viii) Impact on the investor – revised P/E, RONW ratios etc.;
(ix) Names of the new promoters, key managerial personnel, if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control;
(x) Brief description of business strategy.
m) Approval of resolution plan by the Tribunal or rejection, if applicable;
n) Proposed steps to be taken by the incoming investor/acquirer for achieving the MPS;
o) Quarterly disclosure of the status of achieving the MPS;
p) The details as to the delisting plans, if any approved in the resolution plan.
Initiation of Forensic audit: In case of initiation of forensic audit, (by whatever name called), the following disclosures shall be made to the stock exchanges by listed entities:
The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the same, if available;
Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the listed entity along with comments of the management, if any.
Announcement or communication through social media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity.
Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following:
search or seizure; or
re-opening of accounts under section 130 of the Companies Act, 2013; or
investigation under the provisions of Chapter XIV of the Companies Act, 2013;
along with the following details pertaining to the actions(s) initiated, taken or orders passed:
name of the authority;
nature and details of the action(s) taken, initiated or order(s) passed;
date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
details of the violation(s)/contravention(s) committed or alleged to be committed;
impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.
Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following:
(a) suspension;
(b) imposition of fine or penalty;
(c) settlement of proceedings;
(d) debarment;
(e) disqualification;
(f) closure of operations;
(g) sanctions imposed;
(h) warning or caution; or
(i) any other similar action(s) by whatever name called;
along with the following details pertaining to the actions(s) taken or orders passed:
i. name of the authority;
ii. nature and details of the action(s) taken, or order(s) passed;
iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority;
iv. details of the violation(s)/contravention(s) committed or alleged to be committed;
v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.
Voluntary revision of financial statements or the report of the board of directors of the listed entity under section 131 of the Companies Act, 2013.
ANNEXURE B
Events which shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30) of SEBI (LODR) Regulations 2015:
Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
Any of the following events pertaining to the listed entity:
(a) arrangements for strategic, technical, manufacturing, or marketing tie-up; or
(b) adoption of new line(s) of business; or
(c) closure of operation of any unit, division or subsidiary (in entirety or in piecemeal)
Capacity addition or product launch.
Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
Agreements (viz. loan agreement(s) 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 listed entity 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 listed entity.
Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity.
Frauds or defaults by employees of the listed entity which has or may have an impact on the listed entity.
Options to purchase securities including any ESOP/ESPS Scheme.
Giving of guarantees or indemnity or becoming a surety by whatever named called, for any third party.
Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.
C. 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 listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities.
D. Without prejudice to the generality of para (A), (B) and (C) above, the listed entity may make disclosures of event/information as specified by the Board from time to time.
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