Introduction
VINTAGE COFFEE AND BEVERAGES LIMITED considers human resources as its invaluable
assets. This policy on nomination and remuneration of Directors, Key Managerial Personnel
(KMPs), Senior Management and other employees has been formulated in terms of the provisions
of the Companies Act, 2013 any rules made there under in order to pay equitable remuneration to
the Directors, KMPs, Senior Management and employees of the Company and to harmonize the
aspirations of human resources consistent with the goals of the Company.
1. Key Compliance Requirements and Legal Framework:
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation
19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended (“Listing Regulations”) requires formulation of The Nomination &
Remuneration Policy (“Policy”). Accordingly, the policy of VINTAGE COFFEE AND
BEVERAGES LIMITED(“Company”) is formulated under the above requirements.
2. Objective and purpose of the policy
The objectives and purpose of this policy are:
2.1 To formulate the criteria for determining qualifications, competencies, positive attributes
and independence for appointment of a Director (Executive / Non-Executive) and recommend to
the Board policies relating to the remuneration of the Directors, Key Managerial Personnel, Senior
Management and other employees. This includes, reviewing and approving corporate goals and
objectives relevant to the compensation of the Executive Directors (ED), Chief Executive Officer
(“CEO”), evaluating the ED’s/ CEO’s performance in light of those goals and objectives, and,
either as a committee or together with the other independent directors (as directed by the board),
determine and approve the ED’s/ CEO’s compensation level based on this evaluation; and making
recommendations to the board with respect to their compensation, and incentive-compensation
and equity based plans that are subject to board approval;
2.2 For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the
basis of such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
2.3 The policy also addresses the following items: Committee member qualifications;
Committee member appointment and removal; Committee structure and operations; and
Committee reporting to the Board.
2.4 To formulate the criteria for evaluation of performance of all the Directors on the Board;
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2.5 devising a policy on diversity of board of directors
2.6 To lay out remuneration principles for employees linked to their effort, performance and
achievement relating to the Company’s goals.
2.7 To recommend to the board, all remuneration, in whatever form, payable to senior
management.
Note: While formulating the policy following as in compliance with the requirements of the
Companies Act 2013 has been ensured:
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) Remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals:
3. Constitution of the Nomination and Remuneration Committee
The Board has constituted the “Nomination and Remuneration Committee” which is in line with
the requirements under the Act, 2013 and SEBI (LODR) Regulations, 2015.
The Board has authority to reconstitute this Committee from time to time.
4. Key Definitions
‘Board’ means Board of Directors of the Company.
‘Directors’ means Directors of the Company.
‘Committee’ means Nomination and Remuneration Committee of the Company as constituted or
reconstituted by the Board, in accordance with the Act and rules made thereunder.
‘Company’ means VINTAGE COFFEE AND BEVERAGES LIMITED
‘Independent Director’ means a Director referred to in Section 149(6) of the Companies Act,
2013 read with rules made there under and SEBI (LODR) Regulations, 2015.
‘Key Managerial Personnel (KMP)’ meansi) the Managing Director or the Chief Executive Officer or the Manager and in their absence, a
Whole-time Director;
ii) the Chief Financial Officer; and
iii) The Company Secretary.
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Senior Management shall mean officers/personnel of the listed entity who are members of its core
management team excluding board of directors and normally this shall comprise all members of
management one level below the chief executive officer/managing director/whole time
director/manager (including chief executive officer/manager, in case they are not part of the board)
and shall specifically include company secretary and chief financial officer.
Unless the context otherwise requires, words and expressions used in this policy and not defined
herein but defined in the Companies Act, 2013 and rules made there under as may be amended
from time to time shall have the meaning respectively assigned to them therein.
General
This Policy is divided in three parts: –
Part – A covers the matters to be dealt with and recommended by the Committee to the Board;
Part – B covers the appointment and nomination; and
Part – C covers remuneration and perquisites etc.
This policy shall be included in the Report of the Board of Directors.
Part – A -Matters to be dealt with, perused and recommended to the Board by the Nomination
and Remuneration Committee
The following matters shall be dealt by the Committee: –
(a) Composition of the Board:
Periodically reviewing the composition of the Board to ensure that it is structured to make
appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company
as a whole;
(b) Directors:
Formulate the criteria determining qualifications, positive attributes and independence of a Director
and recommending candidates to the Board, when circumstances warrant the appointment of a new
Director, having regard to the range of skills, experience and expertise, on the Board and who will
best complement the Board;
(c) Succession plans:
Establishing and reviewing Board and senior executive succession plans in order to ensure and
maintain an appropriate balance of skills, experience and expertise on the Board and Senior
Management;
(d) Evaluation of performance:
Make recommendations to the Board on appropriate performance criteria for the Directors.
Formulate the criteria and framework for evaluation of performance of every Director on the
Board of the Company.
Identify ongoing training and education programs for the Board to ensure that Non- Executive
Directors are provided with adequate information regarding the options of the business, the
industry and their legal responsibilities and duties.
(e) Remuneration framework and policies:
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The Committee is responsible for reviewing and making recommendations to the Board on:
(a) the remuneration of the Managing Director, Whole-time Directors, and KMPs
(b) the total level of remuneration of Non-Executive Directors and for individual remuneration
for Non-Executive Directors and the Chairman, including any additional fees payable for
membership of Board committees;
(c) the remuneration policies for all employees including KMPs, senior management and other
employees including base pay, incentive payments, equity awards, retirement rights and service
contracts having regard to the need to
(i) attract and motivate talent to pursue the Company’s long-term growth;
(ii) demonstrate a clear relationship between executive compensation and performance; and
(iii) Be reasonable and fair, having regard to best governance practices and legal requirements.
(d) the Company’s equity-based incentive schemes including a consideration of performance
thresholds and regulatory and market requirements;
(e) the Company’s superannuation arrangements and compliance with relevant laws and
regulations in relation to superannuation arrangements; and
(f) the Company’s remuneration reporting in the financial statements and remuneration report.
PART-B-Policy for appointment and removal of Director, KMPs and Senior Management
Appointment criteria and qualifications
1. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or senior management level
and recommend to the Board for his / her appointment.
2. The Committee shall identify persons who are qualified to become directors and who may
be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal.
3. A person to be appointed as Director, KMP or senior management level should possess
adequate qualification, expertise and experience for the position he / she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient / satisfactory for the concerned position.
4. A person, to be appointed as Director, should possess impeccable reputation for integrity,
deep expertise and insights in sectors / areas relevant to the Company, ability to
contribute to the Company’s growth, complementary skills in relation to the other Board
members.
5. The Company shall not appoint or continue the employment of any person as Managing
Director/Executive Director who has attained the age of seventy years. Provided that the term
of the person holding this position may be extended at the discretion of the committee beyond
the age of seventy years with the approval of shareholders by passing a special resolution based
on the explanatory statement annexed to the notice for such motion indicating the justification
for extension of appointment beyond seventy years.
6. A whole-time KMP of the Company shall not hold office in more than one company except in
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its subsidiary company at the same time. However, a whole-time KMP can be appointed as a
Director in any company, with the permission of the Board of Directors of the Company.
Term / Tenure
1. Managing Director / Whole-time Director
The Company shall appoint or re-appoint any person as its Managing Director and CEO or Wholetime Director for a term not exceeding five years at a time. No re-appointment shall be made earlier
than one year before the expiry of term.
2. Independent Director
An Independent Director shall hold office for a term up to five consecutive years on the Board of
the Company and will be eligible for re-appointment on passing of a special resolution by the
Company and disclosure of such appointment in the Board’s report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent
Director shall be eligible for appointment after expiry of three years of ceasing to become an
Independent Director. Provided that an Independent Director shall not, during the said period of three
years, be appointed in or be associated with the Company in any other capacity, either directly or
indirectly. However, if a person who has already served as an Independent Director for five years or
more in the Company as on April 1, 2014 or such other date as may be determined by the Committee
as per regulatory requirement, he / she shall be eligible for appointment for one more term office year
only.
The Committee to decide whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors.
Removal
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under
or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board
with reasons recorded in writing, removal of a Director or KMP subject to the provisions and
compliance of the said Act, rules and regulations.
Retirement
The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will
have the discretion to retain the Whole-time Directors, KMP and senior management personnel in the
same position /remuneration or otherwise, even after attaining the retirement age, for the benefit of the
Company.
PART – C -Policy relating to the remuneration for Directors, KMPs and other employees
General
1. The remuneration/compensation/commission etc. to Directors will be determined by the
Committee and recommended to the Board for approval.
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2. all remuneration, in whatever form to senior management will be determined by the
Committee and recommended to the Board for approval
3. The remuneration and commission to be paid to the Managing Director shall be in accordance
with the provisions of the Companies Act, 2013, and the rules made there under.
4. Increments to the existing remuneration/compensation structure may be recommended by
the Committee to the Board which should be within the limits approved by the Shareholders
in the case of Managing Director.
5. Where any insurance is taken by the Company on behalf of its Managing Director, Chief
Financial Officer, the Company Secretary and any other employees for indemnifying them
against any liability, the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is proved to be guilty,
the premium paid on such insurance shall be treated as part of the remuneration.
Remuneration to KMPs and other employees
The policy on remuneration for KMPs and other employees is as below: –
1. Fixed pay
The remuneration and reward structure for employees comprises two broad components — annual
remuneration and long-term rewards. The Committee would determine the remuneration of the
Directors and formulate guidelines for remuneration payable to the employees.
These guidelines are as under:
a) Annual remuneration
Annual remuneration refers to the annual compensation payable to the employees of the Company.
This may comprise two parts – a fixed component, and a performance- linked variable component
based on the extent of achievement of the individual’s objectives and performance of the business
unit. The performance-linked variable pay will be directly linked to the performance on individual
components of the performance contract and the overall performance of the business. An
employee’s variable pay would, therefore, be directly dependent on key performance measures that
represent the best interests of shareholders.
The objective is to set the total remuneration at levels to attract, motivate, and retain high- caliber,
and high potential personnel in a competitive global market. The total remuneration level is to be
reset annually based on a comparison with the relevant peer group, market conditions and practices
applicable for the employees in India.
Minimum remuneration to Managing Director/Whole Time Director
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall
pay remuneration to its Managing Director in accordance with the provisions of Schedule V of the
Companies Act, 2013 and if it is not able to comply with such provisions, with the previous
approval of the Central Government.
Remuneration to Non-Executive / Independent Directors
1. Remuneration:
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The remuneration payable to each Non-Executive Director is based on the remuneration
structure as determined by the Board, and is revised from time to time, depending on individual
contribution, the Company’s performance, and the provisions of the Companies Act, 2013 and the
rules made the re under.
The remuneration to the Non-executive Directors (including Independent Directors) may be paid
within the monetary limit approved by shareholders, subject to the limit not exceeding a) 1% of the
net profits of the Company, if there is a managing director or whole-time director or manager b) 3%
of the Net profits in any other case computed as per the applicable provisions of the Companies Act,
2013 and any rules thereunder.
Each Director of the Company shall be entitled to receive out of funds of the Company for his
services in attending Board Meetings.
2. Stock Options
The Independent Directors shall not be entitled to any stock options of Company.
Policy Review:
In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other
regulations which makes any of the provisions in the policy inconsistent with the Act, then the
provisions of the Act or would prevail over the policy and the provisions in the policy would be
modified in due course to make it consistent with law.
This policy shall be reviewed by the Nomination and Remuneration Committee as and when any
changes are to be incorporated in the policy due to change in Act or as may be felt appropriate by
the Committee. Any changes or modification on the policy as recommended by the Committee
would be given for approval of the Board of Directors.

I. Purpose:
VINTAGE COFFEE AND BEVERAGES LIMITED (‘the Company), being a Listed Company, is
also governed by the rules and regulations issued by Securities and Exchange Board of India
(SEBI). This policy will be used to determine the Material Subsidiary Company and Material NonListed lndian Subsidiary Company of the Company and to provide the governance framework for
such subsidiaries.
II. Compliance and Legal Framework
The Board of Directors (Board) of the Company has adopted the Policy for Determining Material
Subsidiaries (Policy) in accordance with the Regulation 27 of SEBI (LODR) Regulations 2015
enumerated below.
II. Definitions:
The terms defined in this Policy shall have the meanings herein specified and terms not defined
shall have the meanings as defined in the Companies Act, 2013 (‘Act’) and Regulation 27 of SEBI
(LODR) Regulations 2015 including any statutory modifications or reenactments thereof.
“Act” means the Companies Act, 2013 including any statutory modification or re-enactment
thereof.
“Audit Committee” means the Audit Committee constituted by the Board of Directors of the
Company in accordance with Section 177 of the Companies Act, 2013 read with Regulation 27 of
SEBI (LODR) Regulations2015.
“Board of Directors” or “Board” means the Board of Directors of VINTAGE COFFEE AND
BEVERAGES LIMITED, as constituted from time to time.
“Company” means VINTAGE COFFEE AND BEVERAGES LIMITED.
“Group, means VINTAGE COFFEE AND BEVERAGES LIMITED and its Subsidiary
Companies.
“Independent Director” means an independent director referred to in sub-section (6) of Section
149 of the Act and appointed as such;
“Policy” means Policy for determining Material Subsidiary (ies) of the Company amended from
time to time.

“Material Subsidiary” shall mean a subsidiary, whose income or net worth exceeds ten percent of
the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year”.
“Material Unlisted Indian Subsidiary shall mean an unlisted subsidiary, incorporated in India,
whose income or net worth (i.e. paid up capital and free reserves) exceeds ten percent of the
consolidated income or net worth respectively, of the Company and its subsidiaries in the
immediately preceding accounting year”.
“Subsidiary” means a Subsidiary Company as defined in Section 2(87) of the Act.
lll. Policy and Procedure:
1. The Management will identify the Subsidiary Company(ies) of the Company which fulfils the
conditions laid down in Section 2(87) of the Companies Act, 2013 on periodicbasis.
2. The Management will identify amongst the Subsidiary Company(ies), Material Subsidiary
(ies), which are, listed or non-listed, and, lndian or non-lndian and will present the details of
Material Subsidiary(ies) together with the details of materiality defined therein before the Board
and Audit Committee of theBoard.
3. The Audit Committee shall also review the financial statements, in particular, the investments
made by the Unlisted Subsidiary Company.
4. The minutes of the Board Meetings of the Unlisted Subsidiary Company shall be placed at the
Board Meeting of the Company at regular intervals.
5. The Board shall be provided with a statement of all significant transactions and arrangements
entered into by the Unlisted Subsidiary Company.
(the term “significant transaction or arrangement” shall mean any individual transaction or
arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or
total assets or total liabilities, as the case may be, of the unlisted subsidiary for the immediately
preceding accounting year)
6. One Independent Director of the Company shall be a Director on the Board of the Material
unlisted Indian Subsidiary.
(For the purposes of this provision, the term “material subsidiary” shall mean a subsidiary, whose
income or net worth exceeds twenty percent of the consolidated income or net worth respectively,
of the listed entity and its subsidiaries in the immediately preceding accounting year.)
7. The Company shall not dispose of shares in Material Subsidiary, which would reduce its
shareholding (either on its own or together with other Subsidiaries) to less than or equal to 50% or
cease the exercise of control over the Subsidiary without passing a special resolution in its general
meeting except in cases where such divestment is made under a scheme of arrangement duly
approved by court /Tribunal.
8. Selling, disposing and leasing of assets amounting to more than 2O% of the assets of the
Material Subsidiary on an aggregate basis during a financial year shall require prior approval of
shareholders by way of special resolution unless the sale / disposal / lease is made under a
scheme of arrangement duly approved by a Court /Tribunal or under a resolution plan duly
approved under section 31 of the Insolvency Code and such an event is disclosed to the
recognized stock exchanges within one day of the resolution plan being approved.
lV. Disclosures:
The Company shall disclose in its Board’s Report, details of this Policy as required under the Act
and SEBI (LODR) Regulations 2015. This Policy shall be disclosed on the Company’s website
and a web link thereto shall be provided in the Board’s Report.
V. Limitation and Amendment:
In the event of any conflict between the provisions of this Policy and of the Act or SEBI (LODR)
Regulations 2015 or any other statutory enactments, rules, the provisions of such Act or SEBI
(LODR) Regulations 2015 or Statutory enactments, rules shall prevail over this Policy. Any
subsequent amendment / modification in the SEBI (LODR) Regulations 2015, Act and/ or
applicable laws in this regard shall automatically apply to this policy.

1. Purpose:
This Policy aims to set out the approach to achieve diversity on the Company’s Board of
Directors (“Board”). The Company recognizes and embraces the benefits of having adverse
Board to enhance the quality of its performance.
2. Policy Statement and Objective:
With a view to achieving a sustainable and balanced development, the Company is looking
forward to increase diversity at the Board level as an essential element in supporting the
attainment of its strategic objectives and its sustainable development. In designing the
Board’s composition, Board diversity has been considered from a number of aspects,
including but not limited to gender, age, cultural and educational background, ethnicity,
professional experience, skills, knowledge and length of service. Keeping this objective in
view all Board appointments will be based on meritocracy, and candidates will be considered,
having due regard for the benefits of diversity on the Board. The ultimate decision will be
based on merit and contribution that the selected candidates will bring for the benefit of the
company.
3. Monitoring and Reporting
The Nomination and Remuneration Committee will report annually, in the Corporate
Governance Report, on the Board’s composition under diversified perspectives, and monitor
the implementation of this policy.
4. Review of the policy:
The Nomination and Remuneration Committee will review this Policy, when considered
necessary, to ensure its effectiveness. The Nomination and Remuneration Committee will
discuss any revision in the Policy that may be required, and make appropriate modification to
the Policy.

1. Legal Framework
This policy for Determination of Materiality of Events or Information (“the Policy”)
is aimed at providing guidelines to the management of VINTAGE COFFEE AND
BEVERAGES LIMITED (“the Company”), to determine the materiality of events or
information, which could affect the investment decisions and to ensure timely and
adequate dissemination of information to the Stock Exchanges.
The Policy has been formulated in accordance with the current guidelines laid down
under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with respect to disclosure of events and information.
2. Objective
The Objective of this policy is to serve as guiding charter to the management to
ensure timely and adequate disclosure of events or information are made to the
investor community by the Company under the Listing Regulations, to enable them to
take well – informed investment decisions with regard to the securities of the
Company.
3. Definitions
All the words and expressions used in this policy shall have meaning respectively
assigned to them under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in the absence of its definition or explanation therein, as per
the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued
there under, as amended from time to time.
4. Applicability
Information relating to material events and which is price sensitive in nature, shall be
promptly disseminated to the Stock Exchanges. For this purpose, material event
means any information which relates to the Company and which, if published is likely
to materially affect the price of shares of the Company.
i. The Company shall make disclosures of events specified in Annexure-1
(Events Specified in Para A of Part A of Schedule III of the Listing
Regulations and as may be amended from time to time), without applying any
test of materiality to the Stock Exchanges within specified timelines.

ii. The Company shall make disclosures of events specified in Annexure -2
(Events specified in Para B of Part A of Schedule III of the Listing
Regulations and as may be amended from time to time), based on application
of the guidelines for materiality as specified in the policy.
iii. Any other information/ event viz. Major development that is likely to affect
business eg. Emergence of new technologies, expiry of patents, any change in
accounting policy that may have significant impact in 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
company to appraise its position and to avoid the establishment of a false
market in such securities.
iv. The Company shall make disclosures of any events or information which, in
the opinion of the Board, is material. In case where an event occurs or
information is available with the company, which has not been indicated in
Annexure 1 and 2, but which may have material effect on it, the Company
would make adequate disclosures in regard thereof.
v. Any event/ information which shall have financial impact on the Company
shall be disclosed by the Company after due discussions and analysis by the
Management based on the financials of the Company.
5. Criteria for determining materiality of events/information
Materiality will be determined on a case to case basis depending upon the facts and
circumstances pertaining to the event, transaction, and / or information. The
Managing Director / Whole time Director and/or Company Secretary shall frame his
opinion on a case to case basis, based on specific facts and circumstances relating to
materiality of the event, transaction or information.
The events or information specified in Para B of Part A of Schedule III of the
Regulations, shall be disclosed based on the disclosure process described in the
policy.
The Managing Director / Whole time Director and/or Company Secretary may
consider the below guidelines for determining materiality of event, transaction or
information. The event, transaction or information shall be considered as material if it
meets any of the following criteria:
i) The omission of an event, transaction or information, which is likely to result
in discontinuity or alteration of event or information already available
publicly;
ii) The event or information is in any manner unpublished price sensitive
information; or
iii) The omission of an event, transaction or information is likely to result in
significant market reaction if the said omission came to light at a later date;
iv) The consideration involved in the transaction as a percentage of the
consolidated turnover, net worth or profit, as per last audited financial
statements;
v) The transaction is not in the ordinary course of business;
vi) The transaction represents a significant shift from the company’s strategy;
vii) Whether there would any direct or indirect impact on the reputation of the
Company; or
viii) Whether non-disclosure can lead to creation of false market in the securities of
the Company; or
ix) Whether there would be a significant impact on the operations or performance
of the Company.
x) Any other event, transaction or information, which is treated as being material
in the opinion of the Board of Directors of the company.
Provided that any confidential information which if disclosed is likely to put at risk
the business interests of the Company shall not be disclosed. The Company to that
extent shall make qualified disclosure to the stock exchange.
6. Disclosures of events and information
Event and Information specified in Part A of Schedule II of the Listing Regulations
and as may be amended from time to time) shall be disclosed to the Stock Exchange
by the Company as soon as reasonably possible and not later than 24 hours (Twentyfour 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, transaction, or
information can be said to have occurred. In certain cases, it would depend upon the
stage of discussion, negotiation or approval. The event, transaction or 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, transaction,
or information.
The event, transaction, or information can be said to have occurred when the
Company becomes aware of the event, transaction, or information, or as soon as, the
Managing Director / Whole time Director of the Company has, or ought to have
reasonably come into possession of the information in the course of the performance
of his duties.
7. Continuous Disclosures
The Company shall, with respect to disclosures referred to in Listing Regulations,
make disclosures updating material developments on a regular basis, till such time the
event is resolved / closed, with relevant explanations.
8. Disclosure process:
Any event, transaction, or information purported to be reportable under Regulation 30
of the Listing Regulations shall be informed to the Managing Director / Whole time
Director, on an immediate basis with supporting data / information to facilitate a
prompt and appropriate disclosure.
The Managing Director/ Whole time Director shall 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 or in his/her absence any authorized official
of the Company shall make disclosure to the Stock Exchange. The company shall use
the electronic facilities provided by the Stock Exchange for dissemination of the
information and may subsequently disclose the same via other media, including the
press release, website, etc.
Statutory time frames 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.
9. Conflict with other policies
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 this policy until such time as this policy is changed to
conform to the said law, rule, regulation or standard.
10. Amendments
The Board of Directors reserves the right to amend or modify this policy whole or in
part, as may be required to comply with any further amendment(s)/Modification(s) in
the listing regulations and/or other applicable laws.
11. Website of the Company
This Policy shall be disclosed on the website of the Company. Further, the Company
shall disclose on its website all such events or information which has been disclosed
to the stock exchange(s) under the Listing Regulations and further that such disclosure
shall be made available on the website of the Company for a period of at least five
years thereafter.
12. Authorization of Key Managerial Personnel
The Board of Directors has authorized:
Mr. Balakrishna Tati, Managing Director and/or the Company Secretary, to determine
the materiality of events/information and to disclose such information to the stock
exchange.