Policy On Materiality

DISCLOSURES OF MATERIAL GROUP COMPANIES, MATERIAL OUTSTANDING
LITIGATIONS AND OUTSTANDING DUES TO CREDITORS IN THE OFFER

DOCUMENTS ISSUED IN PURSUANCE OF THE PROPOSED INITIAL PUBLIC
OFFERING OF UNIINFO TELECOM SERVICES LIMITED (“THE COMPANY”)
The Chairman informed the Board that in view of the proposed initial public offering of the
Company, as per Schedule VIII of Securities and Exchange of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations”), for the purpose of
disclosure in the Draft Prospectus, the Prospectus or any other offer documents related to the
proposed initial public offering (collectively “Offer Documents”), the Board is required to
formulate materiality policies for (i) determining material group companies; (ii) determining
material outstanding litigations involving the Company, its directors, its promoters, its group
companies and its subsidiaries; and (iii) determining materiality for the purpose of disclosure of
outstanding dues owed to small scale undertaking and other creditors.
1. Material Group Companies / Entities
It was noted that the SEBI ICDR Regulations inter-alia define „Group Companies /
Entities‟ to include those companies that are covered under the applicable accounting
standards as well as those companies that are considered material by the Board. The
Board has to consider and approve the materiality policy based on which material group
companies/ entities will be determined and disclosures pertaining to which, shall be made
in the Offer Documents. After discussion, the Board passed the following resolutions:
“RESOLVED THAT the companies falling within the meaning of "Group Companies"
as defined under Accounting Standard 21 and Accounting Standard 24, shall be
considered as group companies/ entities of the Company for the purpose of disclosure in
the offer documents to be filed in relation to the Company‟s proposed Initial Public
Offering.
“RESOLVED FURTHER THAT a company shall be considered material and will also
be disclosed as a group company if:
 companies in which, the investment in the form of equity or loan by the Company
exceeds 20% of the net worth of the Company as per the audited balance sheet of
the Company for the preceding financial year; and
 the Company has entered into one or more transactions with such company in the
preceding financial year, cumulatively exceeding 10% of the total revenue of the
Company as per the audited balance sheet for the preceding financial year”.
2. Materiality of Outstanding Litigations involving the Company and , Directors,

Promoters and Group Companies/ Entities
It was noted that SEBI ICDR Regulations inter-alia mandate that the Offer Documents
must contain disclosures pertaining to all criminal proceedings, all actions by
statutory/regulatory authorities and tax related litigations involving the issuer, its directors,
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its promoters and its group companies/ entities. Further, the Board must define a
materiality policy to determine the other pending material outstanding litigations
involving the Company, its directors, its promoters and its group companies/ entities,
which need to be disclosed in the Offer Document(s) in relation to its proposed initial
public offering. The Board has to consider and approve the materiality policy based on
which the said outstanding litigations shall be disclosed in the offer document. After
discussions, the Board passed the following resolutions:
“RESOLVED THAT in view of the nature and extent of operations of the Company , its
directors, its promoters and its group companies/ entities, the outstanding litigations
involving the Company , its directors, its promoters and group companies/ entities shall
be considered material if:
i. the aggregate amount involved in such individual litigation exceeds 1% of profit

after tax of the Company, as per the last audited financial statements; or
ii. where the decision in one litigation is likely to affect the decision in similar
litigations, even though the amount involved in such single litigation individually
may not exceed 1% of profit after tax – of the Company as per the last audited
financial statements, if similar litigations put together collectively exceed 1% of
the profit after tax of the Company; or
iii. litigations whose outcome could have a material impact on the business,
operations, prospects or reputations of the Company and the Board or any of its
committees shall have the power and authority to determine the suitable
materiality thresholds for the subsequent financial years on the aforesaid basis or
any other basis as may be determined by the Board or any of its committees.
3. Material Outstanding Dues to Creditors
It was noted that the SEBI ICDR Regulations inter-alia mandate that the Board needs to
disclose material outstanding dues to the small scale undertakings and other creditors for
the purpose of disclosure in the Offer Documents in relation to its proposed initial public
offering, in accordance with the policy of materiality defined by the Board. The Board
has to consider and approve the materiality policy based on which the said outstanding
dues shall be disclosed in the Offer Documents. After discussions, the following
resolutions were passed by the Board:
“RESOLVED THAT in view of the nature and extent of outstanding dues of the
Company and the nature and extent of the business operations undertaken by the
Company, the dues owed by the Company to the small scale undertakings and other
creditors exceeding Rs 5,00,000 ( Rupees five Lakh only) shall be considered as material
dues for the Company.
“RESOLVED FURTHER THAT the details of outstanding dues to such small scale
undertakings and other creditors shall be uploaded on the webpage of the Company as
required under the SEBI ICDR Regulations.”
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DISCLOSURES OF MATERIAL GROUP COMPANIES, MATERIAL OUTSTANDING

LITIGATIONS AND OUTSTANDING DUES TO CREDITORS IN THE OFFER

1. Material Group Companies / Entities

2. Materiality of Outstanding Litigations involving the Company and , Directors,

i. the aggregate amount involved in such individual litigation exceeds 1% of profit

3. Material Outstanding Dues to Creditors

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