POLICY FOR DETERMINING MATERIALITY OF EVENTS

 POLICY ON DETERMINATION OF MATERIALITY OF EVENTS 

  1. BACKGROUND AND SCOPE OF THE POLICY 

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) requires 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 Jetmall Spices and Masala Limited (“Company”) with the objective of determining materiality of events.

  • Regulation 30(4) of the Regulations mandates disclosure of all deemed material events to the Stock Exchanges. These events have been specified in Para A of Schedule III of the Regulations and shall be disclosed as applicable from time to time.
  • For disclosure of certain events (as specified in Para B 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:

  1. Discontinuity or alteration of event or information already available publicly or
  2. 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 for disclosure, upon meeting materiality thresholds as mentioned herein below.

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 the Company.

  1. POLICY

Materiality has to be determined on a case to case basis depending on specific facts and circumstances relating to the information/event. In order to determine whether a particular event/information is material in nature, the Company shall consider the criteria(s) mentioned below:

  1. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
  2. 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; or
  3. the omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
  4. two percent of turnover, as per the last audited consolidated financial statements of the Company;
  5. two percent of net worth, as per the last audited consolidated financial statements of the Company, except in case the arithmetic value of the net worth is negative;
  • five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company.
  1. If in the opinion of the Board of Directors, the event / information is considered material.
  • Events / information specified in Para A of Part A of Schedule III of the Listing Regulations shall be disclosed without application of materiality guidelines.

GUIDANCE ON OCCURRENCE OF EVENT / AVAILABILITY OF INFORMATION 

  • The timing of occurrence of an event and/or availability of information has to be decided on a case to case basis.
  • In case of natural calamities, disruptions etc. the events/ information can be said to have occurred when the Company becomes aware of the information.
  • In matters which would depend on the stage of discussion, negotiation or approval, the events/information can be said to have occurred upon receipt of approval by the Board of Directors or after receipt of approval of the Board of Directors and shareholders, as the case may be.

Sub-clause 3.1, 3.2 and 3.3 as mentioned above, shall be subject to guidance provided by the Securities and Exchange Board of India vide its circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, as amended from time to time. 

  • MODIFICATION OF THE POLICY 

This policy is framed on the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In case of any subsequent amendments to the regulations which make any of the above provisions in the Policy inconsistent, the provisions of the Regulations shall prevail. The Policy shall be reviewed by the Audit Committee and on recommendations shall be modified by the Board so as to align the same with the amendments or to incorporate the changes as may be felt appropriate by the Audit Committee.

The list of events, as it stands today may be updated, from time to time, by authorized persons, to reflect any changes to the Regulations and the updated version be issued and published as necessary, without any requirement for approval from the Audit Committee or the Board.

 ANNEXURE

(Same as Para B of part A of Schedule III)

Events which shall be disclosed upon application of materiality thresholds as set out in point II after the application of Qualitative test set out in Point I:

  1. Commencement or any postponement in the date of commencement of commercial production or commercial operation 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 anyone 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. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
  10. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of the Company.
  11. Options to purchase securities including any ESOP/ESPS Scheme.
  12. Giving of guarantees or indemnity or becoming a surety for any third party

 

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