Policy For Determination Of Materiality Of Event / Information

I. PREAMBLE

Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) mandates disclosure of any events or information which, in the opinion of the Board of Directors of the Company (the “Board”), is material. Regulation 30(4) of the SEBI Listing
Regulations requires the Company to frame a policy for determination of materiality of events or information for disclosure, based on the criteria specified therein. Accordingly, Amber Enterprises India Limited (the “Company”) has formulated this policy (“Policy”) in relation to determination of materiality of events or information for disclosure.

II. SCOPE

This Policy for Determination of Materiality of Events and Information is aimed at providing guidelines to the management of the Company to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s).

Regulation 30 of the Regulations mandates disclosure of all deemed material events to the
Stock Exchanges.

These events have been specified in Para A of Part A of Schedule III of the Regulations and shall be disclosed as applicable from time-to-time. These events have been given in Annexure I.

For disclosure of certain events as specified in Para B and Para C of Part A of Schedule III to the Stock Exchanges the following criteria shall be considered by the Board for determining whether the events are material or not:

Where the omission of an event or information, is likely to result in:

discontinuity or alteration of event or information already available publicly or
a significant market reaction if the said omission came to light at a later date.

Where it would be difficult to report the events based on qualitative criteria as stated above, the same may be considered material for disclosure, upon meeting other criteria at the discretion of Key Managerial Personnel, authorized by the Board.

This Policy shall also apply to the events to which neither Para A or Para B or Para C of Part A of Schedule III applies but have a material effect on the Company.

III. PURPOSE

The purpose of the policy is to facilitate the following:

To define the materiality threshold for disclosure of events and information specified in Para B and Para C of part A of Schedule III of the Regulations and help in identification of events and information for disclosure to the stock exchange(s);
To make required disclosures within the stipulated time of actual occurrence of an event or information, after ascertaining facts;
To define events that are not specified in Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but shall have a material effect on the operations of the Company;
To disclose material events or information with respect to the subsidiaries of the Company.
To identify such information/events, which is material, in the opinion of the Board;
Roles and Responsibilities of certain identified key managerial personnel/ designated a person at each plantfor determining materiality of an event or information and making disclosure to the relevant stock exchange.

IV. DEFINITION

“Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof
“Board of Directors” or “Board” means Board of the Directors of the Company
“Key Managerial Personnel” mean key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013;
“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 this Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.
“Officer” means any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors are accustomed to act and shall also include promoter of the Company.
“Policy” means this Policy on Determination of Materiality of events and 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.

V. AUTHORIZATION FOR DISCLOSURES

The following Key Managerial Personnel (“KMP”) of the Company are authorized by the Board for the purpose of determining materiality of an event or information and for the purpose of making disclosures to the Stock Exchanges. The KMP’s may also seek external legal advice in case of any ambiguity/clarification :

Chairman and Chief Executive Officer
Managing Director
Chief Financial Officer
Company Secretary and Compliance Officer;

The Compliance Officer shall be responsible for making disclosures to the Stock Exchanges. The contact details of the Compliance Officer shall be made available to the Stock Exchanges and shall also be available on the website of the Company.

VI. CRITERIA FOR DETERMINING MATERIALITY OF EVENTS / INFORMATION

The above KMP shall frame their opinion on a case to case basis, based on specific facts and circumstances relating to materiality of the information / event.

The information/ events specified in Para A of Part A of Schedule III of the Regulations shall be disclosed to the stock exchange without any application of guideline for materiality.

The events or information specified in Para B and Para C of Part A of Schedule III of the Regulations described in Annexure II, shall be disclosed as per the threshold mentioned in Annexure II.

Additionally, the Key Managerial Personnel may consider the below guidelines for determining materiality of event/information on which Para A or Para B or Para C of Part A of Schedule III not applies but have a material effect on the Company.

The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
The event or information is in any manner unpublished price sensitive information ;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;
The consideration involved in the transaction as a percentage of the consolidated turnover, net worth or profit;
The transaction is not in the ordinary course of business;
The transaction represents a significant shift from the Company’s strategy;
Any other event/information which is treated as being material in the opinion of the Board of Directors of the Company.

VII. DISCLOSURES OF EVENTS AND INFORMATION

Event and Information specified in Part A of Schedule III shall be disclosed to the Stock Exchange by the Company as soon as reasonably possible and not later than 24 hours (Twenty four hours) from the occurrence of the event. In case of the disclosure is made after 24 hours of occurrence of such event or information, the Company shall along with the disclosures provide an explanation for delay of the same.

In some cases there may be ambiguity as to when an event/information can be said to have occurred. In certain cases, it would depend upon the stage of discussion, negotiation or approval. The events/ information can be said to have occurred upon receipt of approval of Board of Directors and/or Shareholders or actual signing of the agreement after receiving the above said approvals.

In cases 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 listed entity became aware of the event/ information.

The events/information can be said to have occurred when the Company becomes aware of the events/information, or as soon as, an officer of the Company has, or ought to have reasonably come into possession of the information in the course of the performance of his duties.

VIII. DISCLOSURE PROCESS

Any event purported to be reportable under Regulation 30 of the Regulations shall be informed to the Key Managerial Person authorised by the Board, as defined above, on an immediate basis with supporting data/information to facilitate a prompt and appropriate disclosure. Any other event, even if not covered under the Regulations but is potentially of price sensitive nature, must also be informed, for further evaluation of KMPs.
The KMP authorised by the Board, shall severally be responsible and authorised for ascertaining the materiality of events considering its nature and its disclosure after taking into consideration the various provisions of the Regulations and this policy
After evaluation, the Company Secretary and Compliance Officer in his absence any one of the KMPs shall make disclosure to the Stock Exchanges.
The Company shall use the electronic facilities provided by the Stock Exchanges for dissemination of the information and may subsequently disclose the same via other media, including the press release, website, etc.
Statutory timeframes for disclosure shall be adhered to. Delay, if any, should be sufficiently explained along with the disclosure.
Regular updates, where relevant, shall be made with relevant explanations.

DISCLOSURE

This Policy shall be disclosed on the website of the Company i.e. www.ambergroupindia.com. The Company shall also disclose on its website all such events or information which has been disclosed to the relevant stock exchange under this Policy, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and, thereafter, as per the archival policy of the Company.

MODIFICATION OF THE POLICY

This Policy is framed based on the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of any subsequent amendments to the Regulations which makes any of the provisions in the Policy inconsistent, the provisions of the Regulations shall prevail. This Policy shall be subject to review, if necessary. Any change/amendments in applicable laws with regard to Policy for Determination of Materiality shall be deemed to be covered in this Policy without any review. Any change/amendments to this policy shall be approved by the Board of Directors.

EVENTS WHICH SHALL BE DISCLOSED WITHOUT ANY APPLICATION OF THE GUIDELINES FOR MATERIALITY AS SPECIFIED IN SUB-REGULATION (4) OF REGULATION (30)

Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.
Explanation- For the purpose of this sub-para, the word ‘acquisition’ shall mean,-
1. acquiring control, whether directly or indirectly; or,
2. acquiring or agreeing to acquire shares or voting rights in, a company, whether
  directly or indirectly, such that
  1. The listed entity holds shares or voting rights aggregating to five per cent
    or more of the shares or voting rights in the said company, or;
  2. There has been a change in holding from the last disclosure made under subclause (a) of clause (ii) of the Explanation to this sub-para and such change
    exceeds two per cent of the total shareholding or voting rights in the said
    company
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.
Revision in Rating(s).
Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
1. Dividends and/or cash bonuses recommended or declared or the decision to pass
  any dividend and the date on which dividend shall be paid/dispatched;
2. Any cancellation of dividend with reasons thereof;
3. The decision on buyback of securities;
4. The decision with respect to fund raising proposed to be undertaken;
5. Increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
6. 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;
7. Short particulars of any other alterations of capital, including calls;
8. financial results;
9. 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.
Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer.
-Detailed reasons to be disclosed to the stock exchanges in case of resignation of the auditor
as soon as possible but not later than twenty- four hours of receipt of such reasons from
the auditor.
-Detailed reason alongwith confirmation provided by independent directors that there is no
other material reasons other than those provided to be disclosed to stock exchanges.
Appointment or discontinuation of share transfer agent.
Corporate debt restructuring.
One time settlement with a bank.
Reference to BIFR and 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.
Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors.
Events as listed in schedule III related to the corporate insolvency resolution process (CIRP)
of a listed corporate debtor under the Insolvency Code

H. CONSUMER/ INVESTOR FOCUS:

The Directors/Senior Management personnel shall focus on customer/ investor satisfaction. They shall ensure that the communications given are accurate and truthful and do not deliberately omit important facts or shall not be of misleading nature.

TEAM WORK AND SPIRIT:

The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. Best efforts shall be made to contribute to an environment that builds confidence and empowers people through personal and professional growth. They shall attempt that the teams grow together through collaborative working, skills development, knowledge sharing and learning from each other. Employees being invaluable assets shall be motivated to achieve higher goals.

J. CORPORATE OPPORTUNITY:

Except as approved by the Board, the Directors/Senior Management personnel are prohibited from: a. taking any personal opportunities directly or indirectly that belong to the Company or are discovered through the use of Company’s property, information or position; and b. Using the Company’s property, information or position for personal gain/advantage or to cause detriment to the Company. Notwithstanding anything contain herein, an Independent / Non- Executive Director shall have the full liberty to persue his/ her independent professional/ business/ employment activities and/ or to assume office(s) of director/ trustee.

K. GIFT & DONATIONS:

No Director/Senior Management Personnel of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended to obtain business favors. Subject to this clause, nominal gifts of commemorative nature, for special events/ achievements or in the course of social relations and normal business courtesies may be accepted/ given.

L. SAFEGUARDING COMPANY’S ASSETS:

The use of Company’s assets for illegal or non-ethical business purposes shall be strictly prohibited. Protecting the Company’s assets regardless of whether the same is tangible or intangible is the responsibility of each Director/Senior Management person.

M. FINANCIAL RECORD KEEPING & REPORTING:

It is critical to ensure that all transactions are properly identified, analyzed and recorded. Regardless of whether a Director/Senior Management person is directly involved in financial reporting or accounting, most come into contact with financial transactions directly or indirectly. All reasonable efforts are expected to ensure that all business records and reports are accurate, complete and reliable.

N. PERIODIC REVIEW

Once in every year or upon revision of this Code, every Director and Senior Management personnel must accord consent to comply with revised Code. New Directors and New Senior Management personnel shall accord their consent while joining the Board and Company.

DUTIES OF DIRECTORS:

Without limiting the details of the duties mentioned in the Companies Act, 2013, the Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct for Prevention of Insider Trading framed there under and other applicable laws, the duties of a director are as under: In terms of Section 166 of the Companies Act, 2013, a director shall:

act in accordance with the articles of the Company;
act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment;
exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment;
not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company;
not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
Shall not assign his office and any assignment so made shall be void.

Further in terms of para III (Duties) of Schedule IV of Companies Act, 2013, the Independent Directors shall:

undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
participate constructively and actively in the committees of the Board in which they are chairpersons or members;
strive to attend the general meetings of the Company;
where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
keep themselves well informed about the Company and the external environment in which it operates;
not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;
acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Notwithstanding anything contained in the Companies Act, 2013, an independent director or a non-executive director (not being promoter or key managerial personnel), shall be held liable, only in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through business processes, and with his consent or connivance or where he had not acted diligently.

COMPLIANCE WITH THE CODE:

Once every year or upon revision of this code, every Director/ Senior Management person must acknowledge an understanding of the code and an affirmation that he/she has complied with the Code. New Directors/ Senior Management persons will acknowledge and affirm at the time of joining.

AMENDMENT/ MODIFICATION/ WAIVER:

This code may be amended, modified, varied of waived by the Board as may be deemed necessary in the interests of the Company and subject to the provisions of applicable laws, regulations or guidelines. As a general policy, the Board will not grant waiver of this code.

REPORTING:

While every Director/Senior Management person has to himself ensure compliance with this code, any instance of violation or possible violation of this code by the concerned Director/ Senior Management person or by any other Director/ Senior Management person shall be immediately reported to the Board through the compliance officer. In case of any doubt as to the best course of action, the concerned Director/ Senior Management person should promptly contact the compliance officer.

CODE FOR INDEPENDENT DIRECTORS AS PER SCHEDULE IV READ WITH SECTION 149(8) OF THE COMPANIES ACT 2013

CODE FOR INDEPENDENT DIRECTORS

The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent Directors.

GUIDELINES FOR PROFESSIONAL CONDUCT

An Independent Director shall:

uphold ethical standards of integrity and probity;
act objectively and constructively while exercising his duties;
exercise his responsibilities in a bona fide manner in the interest of the Company;
devote sufficient time and attention to his professional obligations for informed and balanced decision making;
not allow any extraneous considerations that will vitiate his exercise of objective;
exercise independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
not abuse his position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
refrain from any action that would lead to loss of his independence; where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly; and
assist the Company in implementing the best corporate governance practices.

II. ROLE AND FUNCTIONS:

The independent Directors shall:

help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
bring an objective view in the evaluation of the performance of board and management;
scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
safeguard the interests of all stakeholders, particularly the minority shareholders;
balance the conflicting interest of the stakeholders;
determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

III. DUTIES :

The independent directors shall :

undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
participate constructively and actively in the committees of the Board in which they are chairpersons or members;
strive to attend the general meetings of the company;
where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
keep themselves well informed about the company and the external environment in which it operates;
not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. MANNER OF APPOINTMENT:

Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.
The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
The appointment of independent directors shall be formalized through a letter of appointment, which shall set out :
1. the term of appointment;
2. the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;
3. the fiduciary duties that come with such an appointment along with accompanying liabilities;
4. provision for Directors and Officers (D and O) insurance, if any;
5. the Code of Business Ethics that the company expects its directors and employees to follow;
6. the list of actions that a director should not do while functioning as such in the company; and
7. the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

V. RE-APPOINTMENT:

The re-appointment of independent director shall be on the basis of report of performance evaluation.

VI. RESIGNATION OR REMOVAL:

The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.
An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.
Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. SEPARATE MEETINGS:

The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;
All the independent directors of the company shall strive to be present at such meeting;
The meeting shall:
1. review the performance of non-independent directors and the Board as a whole;
2. review the performance of the Chairman of the company, taking into account the views of executive directors and non-executive directors;
3. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. EVALUATION MECHANISM :

The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.