Agrimony Commodities

Code Of Conduct

AGRIMONY COMMODITIES LIMITED

CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

1.0 INTRODUCTION
1.1 This Code of Ethic ("Code") shall be called "The Code of Conduct for Board Members and Senior Management Personnel of Agrimony Commodities Limited ("the Company")

1.2 The purpose of the Code is to reflect business practices and principles of behavior of the Board Members and Senior Management Personnel in affirming their commitment to Good Governance in line with the Companys Philosophy on Corporate Governance.

1.3 This Code has been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Functional Directors and Senior Management Personnel will continue to be governed by the Companys Discipline Rules which govern the conduct of all employees of the Company.

1.4 The Code shall come into force with effect from 18th day of February 2014.

2.DEFINITIONS & INTERPRETATIONS:
In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them as under:-

2.1 "Board Members" shall mean the members on the Board of Directors of the Company.

2.2 Whole-time Director shall mean the Board members who are in Whole-time employment of the Company including Managing Director.

2.3 Part-time Director shall mean the Board members who are not Whole-time Directors of the Company.

2.4 Relative shall mean a relative as defined under Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956.

2.5 Senior Management Personnel shall mean and include all the Senior functionaries i.e. Company Secretary and Functional Heads (excluding Whole-time Directors) In this Code words importing masculine shall include feminine and words importing singular shall include the plural and vice versa.

3. APPLICABILITY:
This Code shall be applicable to the following persons:
a) Whole-time Directors
b) Part-time Directors
c) Company Secretary
d) All Functional Heads.

4.0 KEY REQUIREMENTS
The Board Members and Senior Management Personnel shall function within the authority Conferred upon them by the Company, keeping the best interest of the Company in view and they -
shall act with utmost care, skill, diligence and integrity
shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised
shall not be involved in taking any decision on a subject matter in which conflict of personal interest arises or which in their opinion is likely to arise
shall avoid any dealing with a customer, contractor, supplier or service provider that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made on behalf of the Company.
shall not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors and the Board declines to pursue such opportunity

5. COMPLIANCES
The Board Members and Senior Management Personnel shall comply with all applicable laws, rules and regulations.

6. CONFIDENTIALITY OF INFORMATION
Any information concerning the Companys business, its customers, suppliers, etc, and to which the Board Members and Senior Management Personnel have access or possesses such information, must be considered confidential and held in confidence. No Board Members or Senior Management Personnel shall provide any information either formally or informally, to the press or any other public media, except as required in the performance of the regular corporate duties. However, Board Members or Senior Management Personnel shall be free to disclose such information which is

a) Part of the public domain at the time of disclosure.
b) Authorized or required to be disclosed pursuant to a decision of the Board.
c) Required to be disclosed in accordance with applicable laws, rules, regulations or guidelines.

7. PROTECTION OF ASSETS
The Board Members and Senior Management Personnel shall protect the Companys assets including physical assets, information and intellectual rights and shall not use the same for personal gain.

8. ENFORCEMENT OF CODE
Each Board Member and Senior Management Personnel shall be accountable for full compliance of this Code. The Company Secretary shall be responsible for the enforcement of code and ensuring that all the persons required to be covered are informed and formalities complied.

9.AMENDMENTS TO THE CODE
The provisions of this Code can be amended/ modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from such date as the Board may decide. The Board may delegate the authority to make amendment to the Code to the Chairman & Managing Director or any other Director as Board may deem fit.

10. PLACEMENT OF THE CODE ON WEBSITE
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto shall be posted on the website of the Company.

11. ANNUAL COMPLIANCE REPORTING
It terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year in the proforma enclosed as Appendix I to this Code. The Annual Compliance Report shall be forwarded to the Compliance Officer.

12.CONSEQUENCES OF NON- COMPLIANCE OF THIS CODE
12.1 In case of breach of this Code by the Part-time Directors, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.
12.2 In case of breach of this Code by the Whole-time Directors and Senior Management Personnel, the same shall be dealt with in accordance with the Discipline Rules of the Company.

13. ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form annexed to this Code vide Appendix-II and forward the same to the Compliance Officer.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

AGRIMONY COMMODITIES LIMITED

1. PREFACE
Pursuant to clause 49 of Listing Agreement and as per applicable provisions of section 177 of the Companies Act, 2013 requires every listed company shall establish a Whistle Blower policy / Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the companyâs Code of Conduct or Ethics Policy. The Company has adopted a Code of Conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases.

Under these circumstances, Agrimony Commodities Limited ("ACL"), being a Listed Company proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.

2.POLICY OBJECTIVES
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

3. SCOPE OF THE POLICY
This Policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company and malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation

4 Definitions :
4.1 "Audit Committee" means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 292A /sec 177 of the Companies Act, 1956/ Companies Act 2013 and read with revised Clause 49 of the Listing Agreement with the Stock Exchanges.
4.2 "Employee" means every employee of the Company, including the Directors in the employment of the Company.
4.3 Protected Disclosure " means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature
4.4 "Code" mean Conduct for Directors and Senior Management Personnel adopted by Agrimony Commodities Limited.
4.5 "Subject" means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
4.6 "Whistle Blower" means an Employee making a Protected Disclosure under this Policy.
4.7 "Whistle and Ethics Officer" means an officer of the company nominated by Competent Authority to conduct detailed investigation under this policy and to receive protected disclosure from Whistle blowers, maintain record thereof, placing the same before the Audit Committee for its disposal and informing the Whistle blower the results thereof.
4.8 "Company" means Agrimony Commodities Limited

5. ELIGIBILITY
All Employees and Directors of the Company and various stakeholders of the company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES :
6.1 All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
6.2 The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as âProtected disclosure under the Whistle Blower policyâ. Alternatively, the same can also be sent through email with the subject âProtected disclosure under the Whistle Blower policyâ. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Whistle & Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name/address on the envelop nor enter into any further correspondence with the Whistle & Ethics Officer. The Whistle & Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
6.3 The Company shall not entertain anonymous/ pseudonymous disclosures.
6.4 The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Whistle and ethics Officer or to the Chairman of the Audit Committee/CEO as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
6.5 All Protected Disclosures should be addressed to the Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee/ Managing Director in exceptional cases.

The contact details of the Whistle Officer are as under:-
Name and Address âMiss Niki Shah, Company Secretary and Compliance Officer.
Agrimony Commodities Limited
7/701, Kingston Building, Tejpal Road
Vile Parle (E), Mumbai - 400057
Email- compliance@agrimonycommodities.com

6.6 Protected Disclosure against the Whistle Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman/ CEO of the Company should be addressed to the Chairman of the Audit Committee.

Name and Address of Chairman (Audit Committee) : Mr. Suresh Kulkarni
Agrimony Commodities Limited
Ground Floor 1, Pragati Building Road No2,
Paranjpe Scheme , Vile Parle, Mumbai-400057
Email- sdk_bal@rediffmail.com

Name and Address of Managing Director : Mr. Anandrao Gole
Agrimony Commodities Limited
7/701, Kingston Building, Tejpal Road
Vile Parle (E), Mumbai - 400057
Email- admin1@agrimonycommodities.com

6.7 On receipt of the protected disclosure the Whistle and Ethics Officer / Chairman/ CEO/ Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. The record will include:

Brief facts;
Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
Whether the same Protected Disclosure was raised previously on the same subject;
Details of actions taken by Whistle Officer / Chairman/ CEO for processing the complaint ï¶ Findings of the Audit Committee
The recommendations of the Audit Committee/ other action(s).

6.8 The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

7. INVESTIGATION
7.1 All Protected Disclosures reported under this Policy will be thoroughly investigated by the Whistle Officers of the Company who will investigate / oversee the investigations under the authorization of the Audit committee .
Chairman of AC /Whistle officer may at its discretion consider involving any investigators for the purpose of Investigation.
7.2 The decision to conduct an investigation taken into a Protected Disclosure by itself is not an acceptance of the accusation by the Authority and is to be treated as a neutral fact-finding process because the outcome of the investigation may or may not support accusation.
7.3 The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of the investigation.
7.4 Unless there are compelling reasons not to do so, Subjects will be given reasonable opportunity for hearing their side during the investigation. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
7.5 Subjects shall have a duty to co-operate with the Whistle Officer(s) / Audit Committee during investigation to the extent that such co-operation sought does not merely require them to admit guilt.
7.6 Subjects shall have right to access any document/ information for their legitimate need to clarify/ defend themselves in the investigation proceedings.
7.7 Subjects shall have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
7.8 Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subjects shall be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
7.9 Whistle Officer shall normally complete the investigation within 90 days of the receipt of protected disclosure .
7.10 In case of allegations against subject are substantiated by the Whistle Officer in his report, the AC shall give an opportunity to Subject to explain his side.

8. PROTECTION
8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blowerâs right to continue to perform his duties / functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings , the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
8.2 A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
8.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
8.4 Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

9. SECRECY / CONFIDENTIALITY
9.1 The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:
9.2 Maintain confidentiality of all matters under this Policy
9.3 Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
9.4. Not keep the papers unattended anywhere at any time
9.5 Keep the electronic mails / files under password.

10. DECISION
10.1 If an investigation leads the Whistle and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Whistle Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
10.2 If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Whistle Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

11. REPORTING
11.1 The Whistle & Ethics officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

12. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
12.1 The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

13. COMMUNICATION
13.1 A whistle Blower policy cannot be effective unless it is properly communicated to employees. The policy should be published on the website of the company.

14. RETENTION OF DOCUMENTS
14.1 All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

15. ADMINISTRATION AND REVIEW OF THE POLICY
15.1 A quarterly report about the functioning of the Whistle Blower Mechanism shall be placed before the Audit Committee. A quarterly status report on the total number of complaint received if any during the period with summary of the findings of Whistle Officer / AC and corrective steps taken should be send to the Chairman of the company. The Chief Executive Officer shall be responsible for the administration, interpretation, application and review of this policy.

16. AMENDMENT
16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

(As envisaged under Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulation, 2015)

I Preface:-

1.This Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is formed under Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulation, 2015, which provides for formulation of a “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” for the Board of Directors of the Company.

2. This Code shall become applicable with effect from May 15, 2015.

II Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

This Code intends to formulate a framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. So as to ensure fair disclosure of events and occurrences that could impact price discovery in the market, the Board of Directors of the Company shall adhere to the following Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information envisaged in Schedule A of SEBI (Prohibition of Insider Trading) Regulation, 2015.

1.It shall be ensured that uniform and universal dissemination of unpublished price sensitive information is promptly made to avoid selective disclosures.

2. The Company Secretary is designated as Chief Investor Relations Officer to deal with dissemination and disclosure of unpublished price sensitive information.

3. It shall be ensured that prompt public disclosure of unpublished price sensitive information is made to make it generally available, once it is discovered that a credible and concrete information having the potential of effecting the price of securities of Agrimony Commodities exists or comes into being.

4. It shall be ensured that any unpublished price sensitive information which gets disclosed selectively or inadvertently, is promptly disseminated through Stock Exchange and made generally available.

5. The Company shall ensure that appropriate and fair responses and replies are promptly provided/given to the news report and any request for verification of market rumours received from regulatory authorities.

6. It shall be ensured that no unpublished price sensitive information is shared with analysts and research personnel.

7. Best practices shall be followed to ensure the recordings/transcripts of the proceedings of meetings with analysts and other investor relation conferences are disseminated by publishing the same on the website of the Company.

8. Unpublished price sensitive information is to be handled on need-to-know basis.

POLICY ON DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

1. PREAMBLE

Securities and Exchange Board of India has issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as The Regulations) vide notification dated 2nd September 2015 coming into effect from 1st December 2015. The Regulations are in substitute of compliance requirement of listing agreements entered into with recognized Stock Exchanges in India in respect to listing of equity shares, debts and other securities. Regulation 30 of the Regulations inter alia provides for disclosure of material events or information to the Stock Exchanges which would enable investors to make informed decisions. Regulation 30 read with Schedule III of the Regulations is divided in two parts. Part A prescribes events and information which are deemed as material and needs to be disclosed without any further criteria or materiality. Part B requires a listed entity to determine whether particular event is material or not by applying prescribed guidelines. Regulation 30(4)(ii) provides that The listed entity shall frame a policy for determination of materiality, based on criteria specified in this regulation, duly approved by its board of directors, which shall be disclosed on its website.

2. OBJECTIVE

The objective of this Policy is to serve as a guiding charter to the management to ensure that timely and adequate disclosure of events or information are made to the investor community by the Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to enable them to take well informed investment decisions with regard to the securities of the Company.

3. DEFINITION

a. Act means the Companies Act, 2013 (and the Rules) and the Companies Act, 1956 to the extent applicable.

b. Board of Directors means the Board of Directors of the Company.

c. Company means Agrimony Commodities Limited.

d. Key Managerial Personnel means key managerial personnel as defined under sub-section (51) of section 2 of the Companies Act, 2013.

e. Listing Regulations means the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. Policy means this policy, as amended from time to time.

g. SEBI means the Securities and Exchange Board of India.

h. Rules means the rules made under the Companies Act, 2013.

i. Stock Exchange(s) means BSE Limited, where the equity shares of the Company are listed.

4. EVENTS WHICH ARE DEEMED TO BE MATERIAL EVENTS

The Company shall disclose the details about the events or information as prescribed in Para A of Part A of Schedule III of the Regulation, as may be relevant and applicable to the Company, in compliance with Regulation 30 without applying guidelines / criteria of materiality.

The Company shall disclose to the stock exchanges of all following events, as specified in Part A of Schedule III, or information as soon as reasonably possible and within twenty-four (24) hours from the occurrence of event or information.

1. Acquisition(s), (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 the listed entity or any other restructuring.
2. 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.
3. Revision in Rating(s).
4. Outcome of Meetings of the Board of Directors.
5. 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.
6. Fraud / defaults by promoters or key managerial personnel or by listed entity or arrest of KMP or promoter.
7. Change in Directorships, key managerial personnel, Auditor and Compliance Officer.
8. Appointment and discontinuance of share transfer agent.
9. Corporate debt restructuring.
10. One time settlement with bank.
11. Reference to BIFR and winding-up petition filed by any party / creditors.
12. 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.
13. Proceedings of the Annual or Extra General Meeting.
14. Amendments to Memorandum and Articles of Association.
15. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;

Note: If the Management is not in a position to inform the stock exchange within 24 hours of the decision taken at the Board Meeting, then it shall inform the stock exchange as soon as it is possible with an explanation as to reason for delay in disclosing the said information.

Para B of Part A

The Company shall make disclosure of events specified in Para B of Part A of Schedule III, based on application of the following guidelines for materiality as per the provisions of Regulation 30(4) of the Regulations:

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, which 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 of listed entity, the event / information is considered material.

The following is the list of events as mentioned in Para B of Part A of Schedule III:

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
2. Change in the general character or nature of business brought about by arrangements for strategic, technical manufacturing or marketing tieup, new line of business or closure of operations of any unit / division.
3. Capacity addition or new product launch.
4. Awarding, bagging / receiving amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
5. Agreements (viz. loan agreement(s) (as a borrower) 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.
6. Disruption of operation of any one or more units due to natural calamity.
7. Effects arising out of change in regulatory framework applicable to the listed entity.
8. Litigation / dispute / regulatory action(s) with impact.
9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.
10. Options to purchase securities including ESOP/ESPS scheme.
11. Giving of guarantees or indemnity or becoming a surety for any third party.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
13. Emergence of new technologies.
14. Expiry of patents.
15. Change in accounting policy.

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 of the exchange to know the information.

5. AUTHORIZE KEY MANAGERIAL PERSONNEL (KMP) FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCK EXCHANGE

The following KMPs are hereby severally authorized by Board of Directors for the purpose of determining materiality of an event or information and for the purpose of making disclosures to Stock Exchange(s) (Authorized Person(s)):

a. Managing Director
b. Chief Financial Officer
c. Company Secretary

The materiality of events outlined above are indicative in nature. There may be a likelihood of some unforeseen events emerging due to the prevailing business scenario from time to time. Hence, the relevant Authorized Person should exercise his/her own judgement while assessing the materiality of events associated with the Company. In case the relevant Authorized Person perceives any doubt regarding materiality he/she may consult Chairman or any other Director before disclosing the information to the Stock Exchange(s).

Details of above KMPs shall be also disclosed to the Stock Exchange(s) and as well as on Companys website.

6. 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 five years and thereafter as per Archival 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.

7. 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 and whose disclosure is likely to materially affect the share prices of the Company.

8. AMENDMENTS

The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with the new provision(s) or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.