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IZIIISHNA GItOUI'

CIN : 1,71999DN 19871'LC000035

Ref No.: SE/ KLIPESTYL/Z015-201W

1" March, 2OlG

To,
The Secretary,
(Listing Department)
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, 2 1" Floor, Fort,
Mu~nbai- 400 001
.. .

..,

Ref.: Scrip Code -514221

Subject: Submission of the Policv on Determination of Mat:erialitvof Events


Dear Sir,
Pursuant to the Provisions of Regulation 30 of SEBI (Listing Obligations and Disclosue
Requirements) ltegulations, 201 5, the Board of Directors of i11e Co~npanyhas framed and
approved at its Meeting held on 4"' February, 2016 the Policy on Determination of
Materiality of Events.

..

Please find enclosed herewith the copy of the aforesaid policy for your records and
reference.
'

.,

Kindly acknowledge the receipt and oblige.


Thanking You.
Yours faithfully,
For K-LIFESTYLE & INDUSTRIES LIMITED

Autl~orizedsignatory
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K-LIFESTYLE
-& INDUSTRIES LIMITED-..
.-

Corporate 011. : Raghuvanshi Mills Compound, 17/12, Senapati Bapat Marg, Lower Parel (W), Mumbai 400 013. Tel. : 24955321 Fax : 24924295
Regd. OW. & Mills :58-A, Dhanu Udyog Ind. Area, Plperia, Silvassa (U.T. of D. & N.H.) 396 230. Tel. : 0260-3258845 Fax : 09898593191
E-mail : klifestyle.industriesOgrnail.com/ info@klifestyle.in

K-LIFESTYLE & INDUSTRIES LIMITED

POLICY ON DETERMINATION OF MATERIALITY OF EVENTS

1.

Background and Applicability of the Policy:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015


(Regulations) require every Listed Company to disclose events or information
which in the opinion of the Board of Directors of a Company are material.

In this context, the following Policy has been framed by the Board of Directors
(Board) of K-LIFESTYLE & INDUSTRIES LIMITED at its meeting held on 4th
February, 2016 with the objective of determining materiality of events.

This Policy can be modified and/or amended with the approval of the Board of Directors
only.

In terms of Regulation 30 of the said Regulations, the events requiring disclosure


by the Companies are provided as follows:

a) Events specified in Para A of Part A of Schedule III of the Regulations shall be


deemed to be material and the Company is required to make disclosure of the
same. (Attached as Annexure A to this Policy)

b) Events specified in Para B of Part A of Schedule III of the Regulations shall be


disclosed by the Company based on the Criteria mentioned in Point Number 2
of this Policy (list of events attached as Annexure B to this Policy)

2.

CRITERIA FOR DETERMINING MATERIALITY OF EVENTS OR


INFORMATION

The following criteria shall be considered by the Board for determining whether the
events are material or not:Where the omission of an event or information, is likely to result in:
a) Discontinuity or alteration of event or information already available
publicly or
b) A significant market reaction if the said omission came to light at a later
date.
Where it would be difficult to report the events based on qualitative criteria as stated
in points a) and b) above, the same may be considered material if the authorised
person as mentioned in Point 3 (b) of this policy thinks that the event is material.
This Policy shall also apply to the events to which neither Para A or Para B of Part A
of Schedule III applies but have a material effect on K-LIFESTYLE &
INDUSTRIES LIMITED.

3.

DISCLOSURE PROCESS

a) Any event purported to be reportable under Regulation 30 of the Regulations


shall be informed to the Chairman/Managing Director/Executive Director
Chief Financial Officer of the Company on an immediate basis with adequate
supporting data/information to facilitate a prompt and appropriate disclosure.
Any other event, even if not covered under the Regulations but is potentially
of price sensitive nature, must also be informed, for further evaluation to the
Chief Financial Officer.
b) The Chairman, the Managing Director, the Executive Director and the Chief
Financial Officer of the Company shall severally be responsible and
2

authorised for ascertaining the materiality of events considering its nature and
its disclosure after taking into consideration the various provisions of the
Regulations and this policy.
c) After evaluation, in case the event/information is considered as material,
adequate disclosure shall be made to the Stock Exchanges.

d) In case of events/information not being the outcome of a Board Meeting, the


Board of Directors shall be immediately informed about the information being
sent to the Stock Exchanges.

e) The Company shall use electronic facilities provided by the Stock Exchanges
for dissemination of the information and may subsequently disclose the same
via other media, including the press release, website, etc.

f) The Company shall adhere to the statutory timeframes for disclosure of


information to the Stock Exchanges. Delay, if any, shall be explained along
with the disclosure.

g) Regular updates, if required, shall be made with relevant explanations.

h) All disclosures shall be made available on the website of the Company in


terms of the Web Archival Policy of the Company.

The list of events in Annexure, may be updated, from time to time, by authorised
person as mentioned in Point 3 (b) of this policy, to reflect any changes to the
Regulations and the updated version be issued and published as necessary,.

ANNEXURE A
(Same as Para A of Part A of Schedule III)
The following shall be events/information, upon occurrence of which listed entity shall
make disclosure to stock exchange(s):
A. Events which shall be disclosed without any application of the guidelines for
materiality as specified in sub-regulation (4) of regulation (30):
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 listed entity 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 listed entity holds shares or voting rights aggregating to five per cent 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 subclause (a) of clause (ii) of the Explanation to this sub-para and such change
exceeds two per cent of the total shareholding or voting rights in the said
company.

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: The listed entity shall disclose to
the Exchange(s), within 30 minutes of the closure of the meeting, 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 dividend shall
be paid/dispatched;
b) any cancellation of dividend with reasons thereof;
c) the decision on buyback of securities;
d) the decision with respect to fund raising proposed to be
undertaken
e) increase in capital by issue of bonus shares through capitalization
including the date on which such bonus shares shall be
credited/dispatched;
f) reissue 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 listed entity 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 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 promoter or key managerial personnel or by listed entity 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 agent.


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 listed entity.
13. Proceedings of Annual and extraordinary general meetings of the listed entity.
14. Amendments to memorandum and articles of association of listed entity, in brief.
15. Schedule of Analyst or institutional investor meet and presentations on financial
results made by the listed entity to analysts or institutional investors.

ANNEXURE B
(Same as 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 tie-up, adoption
of new lines of business or closure of operations of any unit/division (entirety or
piecemeal).
3. Capacity addition or product launch.
4. Awarding, bagging/ receiving, amendment or termination of 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.
5. Disruption of operations of any one or more units or division of the listed entity
due to natural calamity (earthquake, flood, fire etc.), force majeure or events such
as strikes, lockouts etc.
6. Effect(s) arising out of change in the regulatory framework applicable to the listed
entity
7. Litigation(s) / dispute(s) / regulatory action(s) with impact.
8. Fraud/defaults etc. by directors (other than key managerial personnel) or
employees of listed entity.
9. Options to purchase securities including any ESOP/ESPS Scheme.
10. Giving of guarantees or indemnity or becoming a surety for any third party.
11. Granting, withdrawal, surrender, cancellation or suspension of key licenses or
regulatory approvals.

12. 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
listed entity which may be necessary to enable the holders of securities of the
listed entity to appraise its position and to avoid the establishment of a false
market in such securities.

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