Oracle Financial Services Software Limited. Policy for Determination of Material Events / Information

Transcription

1 Oracle Financial Services Sftware Limited Plicy fr Determinatin f Material Events / Infrmatin February 10, 2016 OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 1 f 7

2 Cntents INTRODUCTION 3 THE POLICY 4 ANNEXURE 1: PARA A OF SCHEDULE III PART A OF LISTING REGULATIONS 5 ANNEXURE 2 - PARA B OF SCHEDULE III PART A OF LISTING REGULATIONS 7 OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 2 f 7

3 Intrductin The Bard f Directrs (the Bard ) f Oracle Financial Services Sftware Limited (the Cmpany ), has adpted this plicy with regard t determinatin f material events and infrmatin requiring disclsure t stck exchanges, as defined belw. This plicy is framed as per requirement f Regulatin 30 f the Securities and Exchange Bard f India (Listing Obligatins and Disclsure Requirements) Regulatins 2015 [ Listing Regulatins ] effective December 2, 2015 and sets ut the classes and types f material events r infrmatin which requires disclsure t be made t the stck exchanges. All wrds and expressins defined in these regulatins shall have the same meaning as respectively assigned t them as per the Cmpanies Act, 2013, the Listing Regulatins, the Securities Cntracts (Regulatin) Act, 1956, the Depsitries Act, 1996 and all ther applicable rules and regulatins. OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 3 f 7

4 The Plicy The Chief Executive Officer & Managing Directr and the Chief Financial Officer f the Cmpany be severally authrised by the Bard f Directrs f the Cmpany t determine the materiality f the event / infrmatin that wuld require t be disseminated t the stck exchanges as per the guidelines f this plicy. Fllwing shall be cnsidered fr determinatin f Materiality f any event r infrmatin: (a) the missin f an event r infrmatin, which is likely t result in discntinuity r alteratin f event r infrmatin already available publicly; r (b) the missin f an event r infrmatin is likely t result in significant market reactin if the said missin came t light at a later date; Materiality must be determined n case-t-case basis depending n the specific facts and circumstances, relating t the infrmatin and events. Events specified in Para A t Para f Schedule III f Listing Regulatins (reprduced in Annexure 1) shall be disclsed by the Cmpany withut any applicatin f guidelines fr materiality t the Stck Exchanges. Events specified in Para B t Schedule III f Part A f Listing Regulatins (reprduced in Annexure 2) shall be tested fr materiality and disclsed by the Cmpany as per the guidelines f materiality. Further, the fllwing quantitative criteria shall be applicable fr determining the materiality f any event r infrmatin: Where the value invlved r the impact exceeds 10% f the cnslidated grss turnver f the Cmpany as per latest audited cnslidated financial statements f the Cmpany. The Quantitative criteria shall be read in cnjunctin with the qualitative criteria fr determining the materiality and arriving at the verall decisin n the event / infrmatin t be reprted. This Plicy n dealing with determinatin f material events / infrmatin shall be disclsed t the Stck exchanges and shall als be upladed n the website f the Cmpany at OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 4 f 7

5 Annexure 1: Para A f Schedule III Part A f Listing Regulatins Para A. Events which shall be disclsed withut any applicatin f the guidelines fr materiality as specified in sub-regulatin (4) f regulatin (30): Acquisitin(s) (including agreement t acquire), Scheme f Arrangement (amalgamatin/ merger/ demerger/restructuring), r sale r dispsal f any unit(s), divisin(s) r subsidiary f the Cmpany r any ther restructuring. Explanatin - Fr the purpse f this sub-para, the wrd 'acquisitin' shall mean, acquiring cntrl, whether directly r indirectly; r, acquiring r agreeing t acquire shares r vting rights in, a cmpany, whether directly r indirectly, such that - (a) the Cmpany hlds shares r vting rights aggregating t five per cent r mre f the shares r vting rights in the said cmpany, r; (b) there has been a change in hlding frm the last disclsure made under subclause (a) f clause (ii) f the Explanatin t this sub - para and such change exceeds tw per cent f the ttal sharehlding r vting rights in the Cmpany. Issuance r frfeiture f securities, split r cnslidatin f shares, buyback f securities, any restrictin n transferability f securities r alteratin in terms r structure f existing securities including frfeiture, reissue f frfeited securities, alteratin f calls, redemptin f securities etc. Revisin in Rating(s). Outcme f Meetings f the bard f directrs: The Cmpany shall disclse t the Exchange(s), within 30 minutes f the clsure f the meeting, held t cnsider the fllwing: dividends and/r cash bnuses recmmended r declared r the decisin t pass any dividend and the date n which dividend shall be paid/dispatched; any cancellatin f dividend with reasns theref; the decisin n buyback f securities; the decisin with respect t fund raising prpsed t be undertaken; OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 5 f 7

6 increase in capital by issue f bnus shares thrugh capitalizatin including the date n which such bnus shares shall be credited/dispatched; reissue f frfeited shares r securities, r the issue f shares r securities held in reserve fr future issue r the creatin in any frm r manner f new shares r securities r any ther rights, privileges r benefits t subscribe t; shrt particulars f any ther alteratins f capital, including calls; financial results; decisin n vluntary delisting by the Cmpany frm stck exchange(s). Agreements (viz. sharehlder agreement(s), jint venture agreement(s), family settlement agreement(s) (t the extent that it impacts management and cntrl f the Cmpany), agreement(s)/treaty(ies)/cntract(s) with media cmpanies) which are binding and nt in nrmal curse f business, revisin(s) r amendment(s) and terminatin(s) theref Fraud/defaults by prmter r key managerial persnnel r by Cmpany r arrest f key managerial persnnel r prmter. Change in directrs, key managerial persnnel (Managing Directr, Chief Executive Officer, Chief Financial Officer, Cmpany Secretary etc.), Auditr and Cmpliance Officer. Appintment r discntinuatin f share transfer agent. Crprate debt restructuring. One time settlement with a bank. Reference t BIFR and winding-up petitin filed by any party / creditrs. Issuance f Ntices, call letters, reslutins and circulars sent t sharehlders, debenture hlders r creditrs r any class f them r advertised in the media by the Cmpany. Prceedings f Annual and extrardinary general meetings f the Cmpany. Amendments t memrandum and articles f assciatin f the Cmpany, in brief. Schedule f Analyst r institutinal investr meet and presentatins n financial results made by the Cmpany t analysts r institutinal investrs; OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 6 f 7

7 Annexure 2 - Para B f Schedule III Part A f Listing Regulatins Para B. Events which shall be disclsed upn applicatin f the guidelines fr materiality referred sub-regulatin (4) f regulatin (30): Cmmencement r any pstpnement in the date f cmmencement f cmmercial prductin r cmmercial peratins f any unit/divisin. Change in the general character r nature f business brught abut by arrangements fr strategic, technical, manufacturing, r marketing tie-up, adptin f new lines f business r clsure f peratins f any unit/divisin (entirety r piecemeal). Capacity additin r prduct launch. Awarding, bagging/ receiving, amendment r terminatin f awarded/bagged rders/cntracts nt in the nrmal curse f business. Agreements (viz. lan agreement(s) (as a brrwer) r any ther agreement(s) which are binding and nt in nrmal curse f business) and revisin(s) r amendment(s) r terminatin(s) theref. Disruptin f peratins f any ne r mre units r divisin f the Cmpany due t natural calamity (earthquake, fld, fire etc.), frce majeure r events such as strikes, lckuts etc. Effect(s) arising ut f change in the regulatry framewrk applicable t the Cmpany. Litigatin(s) / dispute(s) / regulatry actin(s) with impact. Fraud/defaults etc. by directrs (ther than key managerial persnnel) r emplyees f the Cmpany. Optins t purchase securities including any ESOP/ESPS Scheme. Giving f guarantees r indemnity r becming a surety fr any third party. Granting, withdrawal, surrender, cancellatin r suspensin f key licenses r regulatry apprvals OFSS Plicy fr Determinatin f Material Events / Infrmatin Page 7 f 7