Cindrella Hotels Limited is a listed entity and is involved in hospitality, travel and tourism sector and operating a hotel of considerable repute at Siliguri in north Bengal and its sphere of business activities also encompassing Darjeeling district, state of Sikkim and Bhutan. A portion of its revenues also comes from sale of food and beverages at its restaurant. It is also engaged in the business of selling tour packages to both domestic and international travelers.
Dividend Distribution Policy
In compliance with the provisions of the Companies Act, 2013 and rules made thereunder (the ‘Act’) and Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), as amended from time to time, this Policy provides guidance for declaration of dividend and its pay-out by the Company. The Board of Directors (the ‘Board’) will consider the Policy while declaring / recommending dividend on behalf of the Company. The Policy is not an alternative to the decision of the Board for recommending / declaring dividend, which takes into consideration all the relevant circumstances enumerated hereunder or other factors as may be decided by the Board.
CONCEPT OF DIVIDEND
Dividend is the share of the profit that a company decides to distribute among its shareholders. The profits earned by the company can either be retained in the business or can be distributed among the shareholders as dividend.
TYPES OF DIVIDEND
The Act deals with two types of dividend – Interim and Final.
Interim dividend is the dividend declared by the Board between two Annual General Meetings as and when considered appropriate. The Board shall have the absolute power to declare interim dividend during the financial year, as and when deemed fit. The Act authorises the Board to declare interim dividend during any financial year out of the profits for the financial year in which the dividend is sought to be declared and/or out of the surplus in the profit and loss account.
Normally, the Board could consider declaring an interim dividend after finalization of quarterly (or half yearly) financial statements.
Final dividend is recommended for the financial year at the time of approval of the annual financial statements. The Board shall have the power to recommend final dividend to the shareholders for their approval at the Annual General Meeting of the Company.
- Interim Dividend
- Final Dividend
DECLARATION OF DIVIDEND
Subject to the provisions of the Act, dividend shall be declared and paid out of:
- Profits of the Company for the year for which the dividend is to be paid after setting off carried over previous losses and depreciation not provided in the previous year(s);
- Undistributed profits of the previous financial years after providing for depreciation in accordance with law and remaining undistributed.
- Out of A and B both.
Before declaration of dividend, the Company may transfer a portion of its profits to reserves of the Company as may be considered appropriate by the Board at its discretion.
In the event of inadequacy or absence of profits in any financial year, a company may declare dividend out of free reserves subject to the compliance with the Act.
FACTORS GOVERNING DECLARATION OF DIVIDEND
The decision regarding dividend pay-out is a crucial decision as it determines the amount of profit to be distributed among shareholders and amount of profit to be retained in business.
The circumstances for dividend pay-out decision depends on various external and internal factors:
The Board shall consider various external factors while declaring dividend including the following:
The Board shall consider internal factors while declaring dividend including the following:
- Economic Scenario – The Board shall endeavour to retain a larger portion of profits to build up reserves, in case of adverse economic scenario.
- Competitive / Market Scenario – The Board shall evaluate the market trends in terms of technological changes mandating investments, competition impacting profits, etc., which may require the Company to conserve resources.
- Regulatory Restrictions / Obligations – In order to ensure compliance with the applicable laws, the Board shall consider the restrictions, if any, imposed by the Act and other applicable laws with regard to declaration of dividend.
- Statutory obligations under the Companies Act, 2013 to transfer a certain portion of profits to any specific reserve such as Debenture Redemption Reserve, Capital Redemption Reserve, etc. may impact the decision with regard to dividend declaration.
- Dividend distribution tax or any tax deduction at source as required by tax regulations in India, applicable at the time of declaration of dividend may impact the decision with regard to dividend declaration.
- Agreements with Lenders / Debenture Trustees – The decision of dividend pay-out may also be affected by the restrictions and covenants contained in the agreements entered into with the lenders or Debenture Trustees of the Company from time to time.
- Other Factors – Other factors beyond control of the Management like natural calamities, fire, etc. effecting operations of the Company may impact the decision with regard to dividend declaration.
- Availability and Liquidity of Funds;
- Capex needs for the existing businesses;
- Mergers and Acquisitions;
- Expansion / Modernization of the business;
- Additional investments in subsidiaries/associates of the Company;
- Cost of raising funds from alternate sources;
- Cost of servicing outstanding debts;
- Funds for meeting contingent liabilities
- Any other factor as deemed appropriate by the Board.
FINANCIAL PARAMETERS FOR DECLARING DIVIDEND
The Company is committed to deliver sustainable value to its stakeholders. The Company shall strive to distribute an optimal and appropriate level of the profits among the shareholders in the form of dividend.
To keep investment attractive and to ensure capital appreciation for the shareholders, the Company shall also endeavour to provide consistent return over a period of time. While deciding on the dividend, micro and macro economic parameters for the country in general and the Company in particular shall also be considered.
Taking into consideration the aforementioned factors, the Board shall endeavour to maintain a dividend pay-out.
UTILISATION OF RETAINED EARNINGS
Subject to the provisions of the Act and other applicable laws, retained earnings may be utilised as under:
- Issue of fully paid-up bonus shares;
- Declaration of dividend – Interim or Final;
- Augmenting internal resources;
- Funding for Capex / expansion plans / acquisition;
- Repayment of debt;
- Any other permitted use as may be decided by the Board.
PARAMETERS FOR VARIOUS CLASSES OF SHARES
Currently, the Company has only one class of shares – Equity Shares. There is no privilege amongst Equity shareholders of the Company with respect to dividend distribution.
CIRCUMSTANCES IMPACTING DIVIDEND PAYMENT
The Company has not yet started paying dividend to its shareholders and shall endeavour to pay the dividend in future.
Given below are some of the circumstances in which shareholders of the Company may or may not expect dividend pay-out:
May expect dividend:
- Adequate profits and liquidity;
- Accumulated profits not warranted for immediate business needs.
May not expect dividend:
- Non availability of profits for dividend distribution;
- Funds available for dividend but need to be conserved due to:
- Business needs;
- Adverse economic /market scenario expected in near future;
- Augmenting internal resources.
This Dividend Distribution Policy shall be disclosed in the Annual Report of the Company and on the Company’s website
If the Company proposes to declare dividend on the basis of any additional parameters apart from those mentioned in the Policy or proposes to change the parameters contained in this Policy, it shall disclose such changes along with the rationale for the same in the Annual Report and on the website.
This Policy shall be effective and applicable for dividend, if any, declared for the Financial Year 2018-19 onwards.
REVIEW / AMENDMENT
The Board may amend, abrogate, modify or revise any or all provisions of this Policy. However, amendments in the Act or in the Listing Regulations shall be binding even if not incorporated in this Policy.
This Policy has been approved by the Board of Directors of the Company
POLICY FOR DETERMINATION OF MATERIALITY OF EVENT / INFORMATION
Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) mandates disclosure of any events or information which, in the opinion of the Board of Directors of the Company (the “Board”), is material. Regulation 30(4) of the SEBI Listing
Regulations requires the Company to frame a policy for determination of materiality of events or information for disclosure, based on the criteria specified therein. Accordingly, Amber Enterprises India Limited (the “Company”) has formulated this policy (“Policy”) in relation to determination of materiality of events or information for disclosure.
This Policy for Determination of Materiality of Events and Information is aimed at providing guidelines to the management of the Company to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s).
Regulation 30 of the Regulations mandates disclosure of all deemed material events to the
These events have been specified in Para A of Part A of Schedule III of the Regulations and shall be disclosed as applicable from time-to-time. These events have been given in Annexure I.
For disclosure of certain events as specified in Para B and Para C of Part A of Schedule III to the Stock Exchanges 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:
- discontinuity or alteration of event or information already available publicly or
- 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 above, the same may be considered material for disclosure, upon meeting other criteria at the discretion of Key Managerial Personnel, authorized by the Board.
This Policy shall also apply to the events to which neither Para A or Para B or Para C of Part A of Schedule III applies but have a material effect on the Company.
The purpose of the policy is to facilitate the following:
- To define the materiality threshold for disclosure of events and information specified in Para B and Para C of part A of Schedule III of the Regulations and help in identification of events and information for disclosure to the stock exchange(s);
- To make required disclosures within the stipulated time of actual occurrence of an event or information, after ascertaining facts;
- To define events that are not specified in Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but shall have a material effect on the operations of the Company;
- To disclose material events or information with respect to the subsidiaries of the Company.
- To identify such information/events, which is material, in the opinion of the Board;
- Roles and Responsibilities of certain identified key managerial personnel/ designated a person at each plantfor determining materiality of an event or information and making disclosure to the relevant stock exchange.
- “Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof
- “Board of Directors” or “Board” means Board of the Directors of the Company
- “Key Managerial Personnel” mean key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013;
- “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 this Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.
- “Officer” means any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors are accustomed to act and shall also include promoter of the Company.
- “Policy” means this Policy on Determination of Materiality of events and 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.
V. AUTHORIZATION FOR DISCLOSURES
The following Key Managerial Personnel (“KMP”) of the Company are authorized by the Board for the purpose of determining materiality of an event or information and for the purpose of making disclosures to the Stock Exchanges. The KMP’s may also seek external legal advice in case of any ambiguity/clarification :
- Chairman and Chief Executive Officer
- Managing Director
- Chief Financial Officer
- Company Secretary and Compliance Officer;
The Compliance Officer shall be responsible for making disclosures to the Stock Exchanges. The contact details of the Compliance Officer shall be made available to the Stock Exchanges and shall also be available on the website of the Company.
VI. CRITERIA FOR DETERMINING MATERIALITY OF EVENTS / INFORMATION
The above KMP shall frame their opinion on a case to case basis, based on specific facts and circumstances relating to materiality of the information / event.
The information/ events specified in Para A of Part A of Schedule III of the Regulations shall be disclosed to the stock exchange without any application of guideline for materiality.
The events or information specified in Para B and Para C of Part A of Schedule III of the Regulations described in Annexure II, shall be disclosed as per the threshold mentioned in Annexure II.
Additionally, the Key Managerial Personnel may consider the below guidelines for determining materiality of event/information on which Para A or Para B or Para C of Part A of Schedule III not applies but have a material effect on the Company.
- The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
- The event or information is in any manner unpublished price sensitive information ;or
- 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;
- The consideration involved in the transaction as a percentage of the consolidated turnover, net worth or profit;
- The transaction is not in the ordinary course of business;
- The transaction represents a significant shift from the Company’s strategy;
- Any other event/information which is treated as being material in the opinion of the Board of Directors of the Company.
VII. DISCLOSURES OF EVENTS AND INFORMATION
Event and Information specified in Part A of Schedule III shall be disclosed to the Stock Exchange by the Company as soon as reasonably possible and not later than 24 hours (Twenty four hours) from the occurrence of the event. In case of the disclosure is made after 24 hours of occurrence of such event or information, the Company shall along with the disclosures provide an explanation for delay of the same.
In some cases there may be ambiguity as to when an event/information can be said to have occurred. In certain cases, it would depend upon the stage of discussion, negotiation or approval. The events/ information can be said to have occurred upon receipt of approval of Board of Directors and/or Shareholders or actual signing of the agreement after receiving the above said approvals.
In cases where there is no such discussion, negotiation or approval required viz. in case of natural calamities, disruptions etc., the answer to the above question would depend upon the timing when the listed entity became aware of the event/ information.
The events/information can be said to have occurred when the Company becomes aware of the events/information, or as soon as, an officer of the Company has, or ought to have reasonably come into possession of the information in the course of the performance of his duties.
VIII. DISCLOSURE PROCESS
- Any event purported to be reportable under Regulation 30 of the Regulations shall be informed to the Key Managerial Person authorised by the Board, as defined above, on an immediate basis with 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 of KMPs.
- The KMP authorised by the Board, shall severally be responsible and 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
- After evaluation, the Company Secretary and Compliance Officer in his absence any one of the KMPs shall make disclosure to the Stock Exchanges.
- The Company shall use the 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.
- Statutory timeframes for disclosure shall be adhered to. Delay, if any, should be sufficiently explained along with the disclosure.
- Regular updates, where relevant, shall be made with relevant explanations.
This Policy shall be disclosed on the website of the Company i.e. www.ambergroupindia.com. The Company shall also disclose on its website all such events or information which has been disclosed to the relevant stock exchange under this Policy, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and, thereafter, as per the archival policy of the Company.
MODIFICATION OF THE POLICY
This Policy is framed based on the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of any subsequent amendments to the Regulations which makes any of the provisions in the Policy inconsistent, the provisions of the Regulations shall prevail. This Policy shall be subject to review, if necessary. Any change/amendments in applicable laws with regard to Policy for Determination of Materiality shall be deemed to be covered in this Policy without any review. Any change/amendments to this policy shall be approved by the Board of Directors.
EVENTS WHICH SHALL BE DISCLOSED WITHOUT ANY APPLICATION OF THE GUIDELINES FOR MATERIALITY AS SPECIFIED IN SUB-REGULATION (4) OF REGULATION (30)
- 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,-
- acquiring control, whether directly or indirectly; or,
- acquiring or agreeing to acquire shares or voting rights in, a company, whether
directly or indirectly, such that
- 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;
- 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
- The listed entity holds shares or voting rights aggregating to five per cent
- 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.
- Revision in Rating(s).
- 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:
- 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;
- Any cancellation of dividend with reasons thereof;
- The decision on buyback of securities;
- The decision with respect to fund raising proposed to be undertaken;
- Increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
- 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;
- Short particulars of any other alterations of capital, including calls;
- financial results;
- decision on voluntary delisting by the listed entity from stock exchange(s).
- Dividends and/or cash bonuses recommended or declared or the decision to pass
- 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.
- Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
- Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer.
-Detailed reasons to be disclosed to the stock exchanges in case of resignation of the auditor
as soon as possible but not later than twenty- four hours of receipt of such reasons from
-Detailed reason alongwith confirmation provided by independent directors that there is no
other material reasons other than those provided to be disclosed to stock exchanges.
- Appointment or discontinuation of share transfer agent.
- Corporate debt restructuring.
- One time settlement with a bank.
- Reference to BIFR and winding-up petition filed by any party / creditors.
- 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.
- Proceedings of Annual and extraordinary general meetings of the listed entity.
- Amendments to memorandum and articles of association of listed entity, in brief.
- Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors.
- Events as listed in schedule III related to the corporate insolvency resolution process (CIRP)
of a listed corporate debtor under the Insolvency Code.
Familiarisation Programme for Independent Directors
Regulation 25(7) of the SEBI (LODR) Regulations, 2015 Inter-alia stipulates that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Purpose and Objective The familiarisation programme is structured to assist the Independent Directors to understand the Company and its business so as enable him in effective discharge of his duties. Overview of the Familiarisation process At the time of the appointment At the time of the appointment, the Independent Directors are informed about their role and responsibilities and are given an overview of business, operations and business model of the Company including an overview on Power Sector and Industry Sector. Immediately after appointment Independent Director are also provided with copies of the following documents
- A) Annual Reports of the Company of the last three years;
- B) Criteria of Independence applicable on Independent Directors as per the Regulation 16(b) of the SEBI(LODR) Regulations, 2015 and the Companies Act, 2013
- C) Copies of code of conduct and Ethics for Board Members, Code for Prevention of Insider Trading in REC Equity Shares/Securities and other policies.
- D) The Board members are provided with internal policies to enable them to familiarize with the Company’s procedures and practices.
Regular Familiarisation modules
- A) Presentations on the business and performance of the Company are made at the Board Meetings to familiarize the Independent Directors with the strategy, operations and functions of the Company. The Programme aims to provide insights into the Company to enable the Independent Directors to be in a position to take well-informed timely decisions and contribute significantly to the Company.
- B) Each director of the Company has complete access to any information relating to the Company.
- C) Board Members are promptly updated on any change and new development with regard to relevant regulatory requirement such as SEBI regulations, Companies Act etc.
- D) Familiarisation programmes are also proposed to be conducted on need basis during the term of the directors.
- E) The Board members are also made aware about the compliances applicable on the Company by way of quarterly compliances report.
- F) Independent Directors have the freedom to interact with the Company’s management during the Board/ Committee of Directors meetings or otherwise.
- G) Need Based training is provided to the Board Members on various matters. The Board Members based on their requirement attend various seminars, conferences, training programmes from time to time.
- H) The Board members are also encouraged to advise the Company to adopt further programmes for their familiarization with the Company. During the Financial Year 2022-23, Company has organized 3 programme for the Independent Directors covering various areas including Overview of Business Activities & Financial Status of the Company and Role & Responsibilities of Board & Independent Directors as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The duration of these programmes was around 11 hours 30 minutes. ***********************************************************************
Disclosures under Regulation 46 and 62 of SEBI (LODR) Regulations updated. For details, please also refer to Annual Report 2022
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