Investors

Policy for Determination of Materiality of Events and Information

1. SCOPE

In compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with various Circulars issued by the Securities and Exchange Board of India, from time to time (the “Listing Regulations”), this policy for Determination of Materiality of Events And Information (the “Policy”) provides a framework for determining materiality of events and information for the purpose of making disclosure to the Stock Exchanges. This policy aims to ensure timely and adequate disclosure of all material and price sensitive information to the Stock Exchanges.

2. MATERIAL EVENTS AND INFORMATION

The events or information to be disclosed to the Stock Exchanges are broadly divided into the following categories:

a) Events and information specified in Para A of Part A of Schedule III of the Listing Regulations (“Para A”) including any amendment thereto, will be mandatorily disclosed to the Stock Exchanges without application of Test of Materiality.

b) Events or information specified in Para B of Part A of Schedule III of the Listing Regulations (“Para B”) including any amendment thereto, will be disclosed to the Stock Exchanges if they are material. Materiality of the events shall be decided by applying the Test of Materiality explained in paragraph 3 of the Policy.
Provided that disclosure of approvals received from US Food and Drug Administration (USFDA) for Abbreviated New Drug Applications (ANDA) to be launched in the US market shall be made without applying the Test of Materiality.

c) Any other information or event viz. major development that is likely to affect the 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 exclusively known to the Company which may be necessary to enable the security holders of the Company to appraise its position and to avoid establishment of a false market in such securities.

d) Without prejudice to the generality of paragraphs (a), (b) and (c) above, any other event or information as may be specified by the Board of Directors from time to time.

3. CRITERIA FOR DETERMINING MATERIALITY OF EVENTS AND INFORMATION

The Company shall consider the following criteria for determining materiality of events or information mentioned at paragraph 2(b) above (the “Test of Materiality of Events and 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; or
  • c) the omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
    • (1) 2% of turnover, as per the last audited consolidated financial statements of the Company;
    • (2) 2% of net worth, as per the last audited consolidated financial statements of the Company, except in case the arithmetic value of the net worth is negative;
    • (3) 5% of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company.
  • d) Events or information, where the criteria specified in (a), (b) and (c) above are not applicable, shall be considered material for the purpose of disclosure to the stock exchanges if in the opinion of the Board of Directors of the Company, the event or information is considered material.

4. GUIDANCE ON OCCURRENCE OF AN EVENT OR INFORMATION

  • a) The occurrence of an event or information shall differ on a case to case basis and would depend on the stage of discussion, negotiation or approval. For example, events like issue of Rights Shares can be said to have occurred on approval of the Board of Directors. Events like declaration of dividend would be deemed to have occurred when the dividend is approved by the Board of Directors and the shareholders. However, considering the price sensitivity involved in events like declaration of dividends, etc., disclosure shall be made on receipt of approval of the Board of Directors, pending Shareholders’ approval.
    In case in-principle approval or approval to explore (which is not final approval) is given by the Board of Directors, the same shall not require disclosure under regulation 30 of the Listing Regulations.
  • b) For events and information like natural calamities or disruptions, etc. which do not involve any discussion or approval, the date of occurrence would be the date when the Company becomes aware of such events or information or as soon as the officer of the Company has or ought to have reasonably come into possession of such information in the course of performance of his duties.

The term ‘officer’ includes any Director, Manager or Key Managerial Personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more Directors is or are accustomed to act and shall also include the promoters of the Company.

5. AUTHORITY

Co-Chairman and Managing Directors of the Company shall be authorized to decide on the materiality of events and information for the purpose of making disclosure to the Stock Exchanges. They shall also decide upon the requirement to respond to any queries raised or requests made by the Stock Exchanges in respect of matters covered under Regulation 30 of the Listing Regulations.

The Functional Heads or Senior Management employees of the Company shall identify any potential material event or information requiring disclosure to the Stock Exchanges and shall report the same to authorised persons mentioned above along with adequate supporting data/information for determining the materiality of events or information.

6. DISSEMINATION OF INFORMATION

The Chief Financial Officer and the Company Secretary are severally authorized for timely disclosure of information as decided by Co-Chairman and Managing Directors under Regulation 30 of the Listing Regulations.

7. DISCLOSURES OF MATERIAL EVENTS AND INFORMATION

  • a) The Company shall disclose all events or information in terms of the Regulation 30 to the stock exchanges as soon as reasonably possible and not later than the following:
    • (i) 30 minutes from the closure of the Board meeting in which the decision pertaining to the event or information has been taken;
    • (ii) 12 hours from the occurrence of event or information, in case the event or information is emanating from within the Company;
    • (iii) 24 hours from the occurrence of event or information, in case the event or information is not emanating from within the Company.
  • b) Disclosures for events or information mentioned in paragraph 2 above shall be made within timelines specified in Part A of Schedule III of Listing Regulations.
  • c) In case the disclosure is made after the timelines mentioned in the regulations, the Company shall provide the explanation for the delay along with the disclosure.
  • d) The Company shall disclose all further material developments with respect to the disclosures referred to in this Policy on a regular basis, till the event is resolved/closed, with relevant explanations.
  • e) The Company shall also disclose all events and information with respect to its subsidiaries which are material for the Company.
  • f) The Company may on its own initiative also confirm or deny any reported event or information to stock exchanges.
  • g) Events and information which have been disclosed to the Stock Exchanges under this Policy shall be placed on the website of the Company and shall be hosted on the website for a minimum period of five years. On expiry of the period of five years, such disclosures shall be dealt with in accordance with the Archival Policy of the Company.

8. DISCLOSURE ON WEBSITE

This Policy shall be disclosed on the Company’s website www.jubilantpharmova.com.

9. REVIEW / AMENDMENT

The Board may amend, abrogate, modify or revise any or all clauses/paragraphs of this Policy in accordance with the applicable provisions of the Listing Regulations and amendment(s) thereto notified by the Securities and Exchange Board of India and/or the Stock Exchanges, from time to time. However, amendments in the Listing Regulations shall be binding even if not incorporated in this Policy.

This Policy was originally approved by the Board of Directors at its meeting held on October 29, 2015 and revised by the Board of Directors at its meeting held on May 24, 2016 and July 19, 2023.

Investors