THE UNITED NILGIRI TEA ESTATES COMPANY LIMITED stands committed to adherence of disclosure requirements and obligations relating thereto specified by the SEBI pursuant to notification dated 2nd September 2015 titled SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 [ Listing Regulations ]. The Board of Directors of the Company believes in total transparency in the mater of disclosures as required under the Listing Regulations including material events as and when they occur.
The policy aims to ensure that all the information which are necessary for the stakeholders to assess the Company’s performance including financial matters are disclosed to public adequately and timely.
DISCLOSURE OF INFORMATION :
The Company shall disclose to the Stock Exchange all the events as specified in Annexure A of this policy or information as soon as reasonably possible and not later than twenty four hours from the occurrence of such event or information of such event or information, the Company shall, along with such disclosure(s0 provide an explanation for delay.
The Company shall make disclosure of events as specified in Annexure B of this policy based on application of guidelines for determining Materiality as given below.
The Company shall disclose the above events / information to the public / stock exchange along with the details as specified by SEBI in its circular CIR / CFD / CMD / 4 / 2015 dated 9th September, 2015 or such other communication as issued by SEBI from time to time in this regard.
The Company shall make disclosures updating Material developments as on a regular basis, till such time the event is resolved / closed, with relevant explanations.
The Company shall provide specific and adequate reply to all queries raised by Stock Exchange(s) with respect to any event or information.
The Company may on its own initiative also , confirm or deny any report event or information to Stock Exchange(s).
GUIDELINES FOR MATERIALITY :
The Company shall consider the events / information as Material if it meets any of the following criteria :
- The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly.
- 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 ; and
- Any other event, which may potentially impact the profit for period(s) / year and / or affects the true and fair view of the Balance Sheet of the Company at any given point of time.
The criteria is as follows :
i. If the event / information impacts the total revenue of the Company as per the last reported period ( quarter ) to the tune of 10 % or more.
II. If the event / information impacts the net worth as per the last reported Balance Sheet to the tune of 10 % or more
AUTHORISAED PERSONS :
Mr. S.Raghuraman, Chief Financial Officer and Mr K. Guruswamy, Company Secretary are authorised to determine whether any event / information fulfil the criteria for materiality as mentioned above and to decide on the disclosure of such event / information after due consultation with the Board of Directors.
CONTACT DETAILS :
|NAME & DESIGNATION||Mr.S.RAGHURAMANChief Financial Officer||Mr.K.GURUSWAMYCompany Secretary|
|CONTACT No||0422 – 22205660422 – 2222316||0422 – 22205660422 – 2222316|
THE UNITED NILGIRI TEA ESTATES COMPANY LIMITED Registered Office : No 3, Savithiri Shanmugham Road, Race Course, Coimbatore - 641 018.
AUTHORITY TO MAKE ALTERATIONS :
The Board of Directors are authorised to make such alterations to this Policy as considered appropriate, subject, however, to the condition that such alterations shall not be inconsistent with the provisions of the Regulations, 2015 and any amendment thereto from time to time.
ANNEXURE – A
1. 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 Company 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 voting rights in a Company whether directly or indirectly ; such that
(a) The Company holds shares or voting rights aggregating to five percent ( 5 %) 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 sub-para and such change exceeds two percent (2 %) of the total shareholding or voting rights in the said Company.
2. Issuance of 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, re-issue of forfeited securities, alteration of calls, redemption of securities etc
3. Revision in Rating(s).
4. Outcome of Meetings of the Board of Directors: The Company shall disclose to the Exchange(s), outcome of Meetings of the Board of Directors, held to consider the following :
(a) Dividends and / or cash bonuses recommended or declared or the decision to pass any dividend and the date on which the dividend shall be paid / dispatched ;
(b) Any cancellation of dividend with reason thereof ;
(c) The decision on buy-back of securities ;
(d) The decision with respect to fundraising proposed to be undertaken ;
(e) Increase in capital by issue of bonus shares through capitalisation including the date on which
such bonus shares shall be credited / dispatched ;
(f) Re-issue 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 ;
(g) Short particulars of any other alterations of capital, including calls ;
(h) Financial results ;
(i) Decision on voluntary delisting by the Company from Stock Exchange(s) ;
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 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.
6. Fraud / defaults by promoter or key managerial personnel or by Company or arrest of key managerial personnel or promoter ;
7. Change in Directors, Key managerial Personnel ( Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc ) Auditor and Compliance Officer ;
8. Appointment or discontinuation of Share Transfer Agents ;
9. Corporate debt restructuring ;
10. One time settlement with a 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 Company ;
13. Proceedings of Annual and Extra-Ordinary General Meetings of the Company ;
14. Amendments to Memorandum and Articles of Association of the Company, in brief ;
15. Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors ;
1. Commencement or postponement in the date of commencement of commercial production or Commercial operation of any unit / division ;
2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing or marketing tie-up, adoption of new lines of business or closure of operations of any unit / division ( entirely or piecemeal ) ;
3. Capacity addition or 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(s0 or termination(s) thereof ;
6. Disruption of operation of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc ), force majeure or events such as strikes, lockouts etc ;
7. Effect(s) arising out of change in the regulatory framework applicable to the Company entity ;
8. Litigation(s) / dispute(s0 / regulatory action(s) with impact ;
9. Fraud / defaults etc by Directors ( other than Key Managerial Personnel ) or employees of the Company entity ;
10. Options to purchase securities ;
11. Giving guarantees or indemnity or becoming a Surety for any third party ;
12. Granting, withdrawal, surrender, cancellation or suspension of key licences or regulatory Approvals ;
Any other information / event viz major development that is likely to affect 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 which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to apprise its position and to avoid the establishment of a false market in such securities ;