ORCHID PHARMA LTD
POLICY FOR DETERMINING MATERIALITY OF AN EVENT OR INFORMATION
1.Preamble
In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors (the “Board”) of Orchid Pharma Limited (the “Company”) has adopted this policy at its meeting held on November 09, 2015, for determination of materiality of an event (“Material Information”) so that such information can be promptly disclosed to the stock exchanges, as per the prescribed regulations. The Board may review and amend this policy from time to time.
2.Policy
To determine the events and information which in the opinion of the Board are material and needs to be disclosed to the Stock Exchanges as per the time span defined herein.
The objective of this policy is to facilitate timely and adequate disclosure of information or events which are deemed to be unpublished price sensitive and have a bearing on performance or operations of the Company. This policy is based on the principles governing the disclosures as stated in the Regulations.
The Key Managerial Personnel (KMPs) consisting of the Managing Director, Chief Operation Officer, President, Chief FinancialOfficer and the Company Secretary are hereby jointly authorised to determine whether the event /information is material or not and in turn about its time line for disclosure based on the category of information as specified above to the stock exchanges, subject to such information being placed prior to or at the immediate Board Meeting held after the said information being made public.
3.Definitions
“Board of Directors or Board” means the members of the Board of Orchid Pharma Limited.
“Company” shall mean Orchid Pharma Limited
“Independent Director” means a Director of the Company, not being a whole time Director who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence as laid down under Schedule IV of the Companies Act, 2013 and the SEBI’s LODR, 2015 entered into with the stock exchanges.
“Policy” means Policy on Disclosure of Material Events.
“Material Events” are those that are specified in Para A of Part A of Schedule III of the LODR, being deemed material events, which the Company shall compulsorily disclose and events specified in Para B of Part A of Schedule III, based on guidelines for materiality as specified in sub –regulation (4).
“LODR” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
“Key Managerial Personnel” (KMP) of the Company includes Managing Director, Chief Operating Officer, President, Chief Financial Officer and Company Secretary, who may be authorised individually or collectively to disclose events to Stock Exchange.
Any other term not defined herein shall have the same meaning as defined in the Companies Act 2013, the Listing Agreement, Listing Regulations, or any other applicable law or regulation to the extent applicable to the Company.
4. Determinants of Materiality of events:
As stipulated in Regulation 30(4) (i),the following criteria shall be considered for determination of materiality of events/information:
(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
(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;
(c) 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, the event /information is considered material.
5.Applicability
The following shall be events/information, upon occurrence of which Orchid shall make disclosure to stock exchange(s):
Events which shall be disclosed to the stock exchanges within 24 hours (one working day) of the decision taken at the Board meeting:
Acquisition, (including agreement to acquire), Scheme of Arrangement which includes amalgamation /merger /demerger /restructuring), or sale or disposal of unit(s), division(s) or subsidiary of Orchid or any other restructuring.
Explanation.- For the purpose of this sub-para, the word 'acquisition' shall mean,-
(i) acquiring control, whether directly or indirectly; or,
(ii) acquiring or agreeing to acquire shares or votingrights in, a company,whether directly or indirectly, such that -
(a) Orchid holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
(b) there has been a change in holding from the last disclosure made under sub-clause (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 ratings.
Agreements (Shareholder agreement (s), Joint Venture Agreement(s), Family settlement agreement(to the extent that it impacts management and control of the Company),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 /default by promoters or key managerial personnel and arrest of KMP or promoter.
Reference to BIFR and winding-up petition filed by any party /creditors.
Change in Directors, Key Managerial Personnel (Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Company Secretary),Statutory Auditor and Compliance Officer.
Appointment and discontinuation of share transfer agent.
Corporate Debt Restructuring.
One time settlement with a bank.
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.
Proceedings of Annual and extraordinary general meetings.
Amendments to the Memorandum and Articles of Association in brief.
Schedule of Analyst or institutional investor meet and presentations on financial results made to analysts or institutional investors.
Disclosures shall be made as soon as possible but within 24 hours from the occurrence of the event /information. However, in cases where the disclosure cannot be made within the stipulated time limit of 24 hours (one working day), the Company can disseminate the same after 24 hours along with an explanation for the delay.
Events which shall be disclosed to the stock exchanges within 30 minutes of the conclusion of the Board meeting:
Outcome of Meetings of the Board of Directors : The Company shall disclose to the Exchange (s) , within 30 minutes of the closure of the meeting , held to consider the following :
Dividend and /or cash bonuses 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;
Decision on Buyback of securities;
Decision with respect to Fund raising proposed to be undertaken;
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 Company from stock exchanges(s).
Events which shall be disclosed upon application of the guidelines for materiality referred sub regulation (4) of regulation30
Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit /division.
Change in the general character or nature of business brought about by arrangements for strategic, technical manufacturing or marketing tie-up, adoption of new line of business or closure of operations of any unit /division (entirety or in piece-meal)
Capacity addition or product launch.
Awarding, bagging /receiving,amendment or termination of awarded /bagged orders/contracts not in the normal course of business.
Agreements (Loan agreements) (as a borrower) or any other agreement (s) which are binding and not in the 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 due to natural calamity (earthquake,flood,fire,etc.,) force majeure or events such as strikes , lockouts etc.,
Effects arising out of change in applicable regulatory framework.
Litigation /dispute /regulatory action(s) with impact.
Frauds /defaults etc. by directors (other than Key Managerial Personnel) or employees.
Options to purchase securities including ESOP/ESPS scheme
Giving of guarantees or indemnity or becoming a surety for any third party
Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
Any other information /event viz., major development that is likely to affect business,eg. 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 that are necessary to be shared to enable the holders of securities to appraise their position and to avoid the establishment of a false market in such securities.
The Board may in its discretion also authorise the KMPs to disclose such events, information or material that in its wisdom may be necessary for the Members or the Exchange to know the information.
- The Management shall periodically bring to the attention of the Board of Directors of the Company, all information, events or materials which in its opinion has to be brought to the attention of the Members or to the Stock Exchanges.
5. Website Updation /Updates to stock exchanges
The Company shall update all disclosures made under the regulations to the stock exchanges in its website and shall be continued to be hosted in the website for a minimum period of three years and thereafter archived as per the document retention policy of the Company.
The Compliance Officer, of the Company, shall give updates to the Board of Directors and to the Stock Exchanges on any material event that may have been first informed to the stock exchanges including further developments, if any, on such events. Such updates shall also be hosted on the website of the Company.
6. Disclosure of events /information on Subsidiaries
The KMPs of the company jointly and severally in consultation with the Board of Directors shall disclose such events /information about its subsidiary which are considered material in nature.
7. Compliance Officer
The Compliance Officer for the Purpose of complying with the provisions of LODR, 2015 shall be the Company Secretary of the Company.
8.Policy Review
This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.
In any circumstance where the terms of this policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the law, rule, regulation or standard will take precedence over these policies and procedures until such time as this policy is changed to conform to the law, rule, regulation or standard.
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