POLICY ON MATERIALITY OF EVENTS AND

PRICE SENSITIVE INFORMATION

1. OBJECTIVE
1.
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The objective of the Policy is to determine materiality of events or information of the
Company and to ensure that such information is adequately disseminated in pursuance with the
Regulations and to provide an overall governance framework for such determination of
materiality.

EFFECTIVE DATE

This Policy is effective December 1, 2015.

2. DEFINITION

Act shall mean the Companies Act, 2013 and the Rules framed thereunder, including any
modifications, clarifications, circulars or re-enactment thereof.

Board of Directors means the Board of Directors of Rapicut Carbides Limited, as constituted
from time to time.

Company means Rapicut Carbides Limited.

Key Managerial Personnel mean key managerial personnel as defined in subsection (51) of
section 2 of the Companies Act, 2013.

Listing agreement shall mean an agreement that is to be entered into between a recognised
stock exchange and the Company pursuant to Securities and Exchange Board (Listing
Obligations and Disclosure Requirements), 2015.

Material Event or Material Information shall mean such event or information as set out in
the Schedule or as may be determined in terms of Clause 3 of the Policy. In the Policy, the
words, material and materiality shall be construed accordingly.

Policy means this Policy on criteria for determining Materiality of events or information and as
may be amended from time to time.

Regulations mean Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-
enactment thereof.

Schedule means a Schedule III of (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Any other term not defined herein shall have the same meaning as defined in the Companies
Act, 2013, the Listing Agreement, Regulations or any other applicable law or regulation to the
extent applicable to the Company.
3. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR
INFORMATION

Events / information shall be considered as Material if it meets any of the following criteria:

(a) the event or information is in any manner unpublished price sensitive information;

(b) the omission of an event or information, which is likely to result in discontinuity or

alteration of event or information already available publicly;

(c) 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

(d) any other event/information which is treated as being material in the opinion of the Board of
Directors of the Company.

4. DISCLOSURES OF EVENTS OR INFORMATION

(a) Events specified in Annexure A are deemed to be material events and the Company shall
make disclosure to of such events or information as soon as reasonably possible and not later
than twenty-four (24) hours from the occurrence of such event or information in the following
manner:

i. inform the stock exchanges in which the securities of the Company are listed;

ii. upload on the corporate website of the Company.

Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such
event or information, the Company shall, along with such disclosure(s) provide an explanation
for delay.

(b) The Company shall make disclosure of events as specified in Annexure B based on
application of guidelines for determining Materiality as per clause 3 of the Policy.

(c) The Company shall make disclosures updating Material developments on a regular basis, till
such time the event is resolved/closed, with relevant explanations.

(d) The Company shall disclose all events or information with respect to its Material
Subsidiaries.

(e) The Company shall provide specific and adequate reply to all queries raised by stock
exchange(s) with respect to any events or information and on its own initiative. Further it shall
confirm or deny any event or information to stock exchange(s) reported in the media.

(f) In case where an event occurs or information is available with the Company, which has not
been indicated in Annexure A or Annexure B, but which may have material effect on it, the
Company will make adequate disclosures in regard thereof.

All the above disclosures would be hosted on the website of the Company for a minimum
period of five years and thereafter archived as per Companys policy for Preservation and
Archival of Documents.
5. AUTHORITY TO KEY MANAGERIAL PERSONNEL

Mr. Jagdish C Bhatia, Managing Director and Mr. Aswin R Master, Chief Financial Officer of
the Company shall jointly and severally have the authority to determine Materiality of any
event or information and ensure disclosures of the same are made to stock exchange(s), subject
to the provisions of this Policy. However Mr A R Master, Chief Financial Officer of the
Company and Shri. Kamlesh M Shinde, Company Secretary and Compliance Officer of the
Company shall jointly and severally have the authority to disclose materiality of events and
price sensitive information to Stock Exchange.

Contact details:

Mr. Jagdish C Bhatia

Rapicut Carbides Limited
119, GIDC Industrial Area,
Ankleshwar- 393002
Email - [email protected]
Phone - 02646 251118

Mr. Ashwin R Master

Rapicut Carbides Limited
119, GIDC Industrial Area,
Ankleshwar- 393002
Email - [email protected]
Phone - 02646 221071.

Mr Kamlesh M Shinde
Rapicut Carbides Limited
119, GIDC Industrial Area,
Ankleshwar- 393002
Email [email protected]
Phone 02646-221071.

6. AMENDMENTS

The Board may subject to the applicable laws amend any provision(s) or substitute any of the
provision(s) with the new provision(s) or replace the Policy entirely with a new Policy.
However, no such amendment or modification shall be inconsistent with the applicable
provisions of any law for the time being in force.

7. SCOPE AND LIMITATION

In the event of any conflict between the provisions of this Policy and the Listing Agreement,
Companies Act, 2013, Regulations or any other statutory enactments, rules, the provisions of
such Listing Agreement / Companies Act, 2013 or statutory enactments, rules shall prevail over
this Policy and the part(s) so repugnant shall be deemed to severed from the Policy and the rest
of the Policy shall remain in force.
8. DISSEMINATION OF POLICY

This Policy shall be hosted on website of the Company and address of such web link thereto
shall be provided in the Annual Report of the Company.
Annexure A

Events which shall be disclosed without any application of the guidelines for Materiality:

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. - '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 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 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 credit rating(s);

4. Outcome of Meetings of the Board of Directors: The Company 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 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 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 Company;

13. Proceedings of Annual and extraordinary general meetings of the Company;

14. Amendments to memorandum and articles of association of 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.
Annexure B

Illustrative list of events which shall be disclosed upon application of the guidelines for
materiality:

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 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(s) or
termination(s) thereof;
6. Disruption of operations 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;
8. Litigation(s) / dispute(s) / regulatory action(s) with impact;
9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of
Company;
10. Options to purchase securities including any ESOP/ESPS Scheme;
11. Giving of guarantees or indemnity or becoming a surety for any third party;
12.Granting, withdrawal, surrender , cancellation or suspension of key licenses or regulatory
approvals;
13.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 appraise its position and to avoid the
establishment of a false market in such securities.

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