DIVIDEND DISTRIBUTION POLICY OF SOLAR INDUSTRIES INDIA LIMITED

Transcription

1 DIVIDEND DISTRIBUTION POLICY OF SOLAR INDUSTRIES INDIA LIMITED 1

2 A. REGULATORY FRAMEWORK The Securities Exchange Bard f India ( SEBI ) n July 8, 2016 inserted Regulatin 43A in SEBI (Listing Obligatins and Disclsure Requirements) Regulatins, 2015, which requires tp five hundred listed cmpanies (based n market capitalizatin f every financial year) t frmulate a Dividend Distributin Plicy. Slar Industries India Limited being ne f these listed cmpanies as per the market capitalizatin, frames this plicy t cmply with the requirements f the SEBI (Listing Obligatins and Disclsure Requirements) Regulatins, B. OBJECTIVE The bjective f this Plicy is t ensure the right balance between the quantum f Dividend paid and amunt f prfits retained in the business fr varius purpses. C. DEFINITION Unless repugnant t the cntext: Act shall mean the Cmpanies Act, 2013 including the Rules made thereunder, as amended frm time t time. Applicable Laws shall mean the Cmpanies Act, 2013 and Rules made thereunder, the Securities and Exchange Bard f India (Listing Obligatins and Disclsure Requirements) Regulatins, 2015; as amended frm time t time and such ther act, rules r regulatins which prvides fr the distributin f Dividend. The Cmpany shall mean Slar Industries India Limited. Chairman shall mean the Chairman f the Cmpany. Cmpliance Officer shall mean the Cmpliance Officer f the Cmpany appinted by the Bard f Directrs pursuant t the SEBI (Listing Obligatins and Disclsure Requirements) Regulatins, Bard r Bard f Directrs shall mean Bard f Directrs f the Cmpany. Dividend shall mean Dividend as defined under Cmpanies Act, MD & CEO shall mean Managing Directr and Chief Executive Officer f the Cmpany. Plicy r this Plicy shall mean the Dividend Distributin Plicy. 2

3 SEBI Regulatins shall mean the Securities and Exchange Bard f India (Listing Obligatins and Disclsure Requirements) Regulatins, 2015 tgether with the circulars issued thereunder, including any statutry mdificatin(s) r re-enactment(s) theref fr the time being in frce. Subsidiary shall mean Subsidiary f the Cmpany as defined under the Cmpanies Act, All the Wrds and expressins used in this Plicy, unless defined hereinafter, shall have meaning respectively assigned t them under the Securities and Exchange Bard f India (Listing Obligatins and Disclsure Requirements) Regulatins, 2015 and in the absence f its definitin r explanatin therein, as per the Cmpanies Act, 2013 and the Rules, Ntificatins and Circulars made/issued thereunder, as amended frm time t time. D. CIRCUMSTANCES UNDER WHICH SHAREHOLDERS CAN EXPECT DIVIDEND The Bard will assess the Cmpany s financial requirements, including present and future rganic and inrganic grwth pprtunities and ther relevant factrs and declare Dividend in any financial year. The Dividend fr any financial year shall nrmally be paid ut f the Cmpany prfits fr that year. This will be arrived at after prviding fr depreciatin in accrdance with the prvisins f the Cmpanies Act, If circumstances require, the Bard may als declare dividend ut f accumulated prfits f any previus financial year(s) in accrdance with prvisins f the Act and Regulatins, as applicable. E. PARAMETERS FOR DECLARATION OF DIVIDEND Subject t the prvisins f the applicable law, the Cmpany's dividend payut will be determined based n available financial resurces, grwth / investment requirements and fair sharehlder return. The Cmpany will bradly take int cnsideratin the fllwing internal financial parameters and external factrs t determine whether r nt t declare dividend r t determine the quantum f dividend t be declared. Internal Factrs (Financial Parameters) Prfits earned during the financial year and the retained prfits f the previus years in accrdance with the prvisins f Sectin 123 and ther applicable prvisins f the Cmpanies Act 2013 read with rules framed thereunder; Cash flw psitin f the cmpany and the debt equity rati; Prjectins with regard t the perfrmance f the Cmpany; Fund requirement t finance Capital Expenditure; Fund requirement t finance any rganic / inrganic grwth pprtunities r t finance wrking capital needs f the cmpany; Opprtunities fr investment f the funds f the Cmpany t capture future grwth and current and future leverage; Dividend payut histry. 3

4 External Factrs: Business cycles and lng term/ shrt term Industry utlk; Cst f external financing, Changes in the Gvernment plicies, rate f inflatin and taxes structure etc. Quantum f dividend payut by ther cmparable cncerns etc.; F. INTERIM AND FINAL DIVIDEND The Bard may declare ne r mre Interim Dividends during the year. Additinally, the Bard may recmmend Final Dividend fr the apprval f the sharehlders at the Annual General Meeting. The date f the Bard meeting in which the Dividend prpsal will be cnsidered, will be prvided t the stck exchanges, as required by Listing Regulatins. G. PROCEDURE: 1. The MD & CEO and the CFO, cnsidering varius internal and external factrs and the verall perfrmance f the Cmpany, shall jintly make a recmmendatin t the Bard f Directrs with regard t whether r nt t declare a dividend and in case a dividend is recmmended, the quantum f dividend t be declared. 2. The Cmpany shall ensure cmpliance f prvisins f Applicable Laws and this Plicy in relatin t Dividend declared by the Cmpany. H. UTILISATION OF RETAINED EARNINGS The retained earnings f the Cmpany may be used in any f the fllwing ways; Capital expenditure and fr the purpse f any rganic and/r inrganic grwth Declaratin f Dividend Issue f Bnus shares r buy back f shares Other permissible usage as per the Cmpanies Act, I. POLICY REVIEW The Bard may review the Plicy frm time t time. The Bard may subject t the applicable laws amend any prvisin(s) r substitute any f the prvisin(s) with the new prvisin(s) r replace the Plicy entirely with a new Plicy. Hwever, n such amendment r mdificatin shall be incnsistent with the applicable prvisins f any law fr the time being in frce. 4

5 J. LIMITATION In the event f any cnflict between the prvisins f this Plicy and the Listing Agreement; Cmpanies Act, 2013; Regulatins r any ther statutry enactments, rules, the prvisins f such Listing Agreement / Cmpanies Act, 2013 r statutry enactments, rules shall prevail ver this Plicy and the part(s) s repugnant shall be deemed t severed frm the Plicy and the rest f the Plicy shall remain in frce. K. WEBSITE This Plicy shall be hsted n the website f the Cmpany and address f such web link theret shall be prvided in the Annual Reprt f the Cmpany SATYANARAYAN NUWAL CHAIRMAN 5