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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Proposed Appointment as a Non- Executive Independent Director on the Board of
M/s Jetmall Spices and Masala Limited.

The Board of M/s Jetmall Spices and Masala Limited are pleased to propose your appointment as a Non- Executive Independent Director, on the following terms:
1. Term:
Your appointment will be for a term as mentioned in the appointment letter.

2. Committees:
2.1 During the Appointment, you may be required to serve on one or more committees of the Board, i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Stakeholders’ Relationship Committee and other Committees as the Board may decide.

2.2 You will be identified as an Independent non-executive director in the annual report and
other documentation of the Company. If circumstances change and you believe that your
independence will be in doubt, you may discuss the same with the Chairman of the Company
as soon as practicable.

3. Duties and Liabilities:
3.1 You will perform your fiduciary duties in a responsible manner and your general legal responsibilities to the Company will be at par with a non-executive director.
3.2 You shall act in accordance with the Articles of Association of the Company and while discharging your duties, comply with the requirements of Section 166, 168 and 169 and Schedule IV to the Companies Act 2013 (“the Act”).

4. Code for Independent Directors:
4.1 The Company shall rely on your declaration that you meet the criteria of independence as provided in Section 149(6) of the Act as also in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
4.2 You will be required to abide by the guidelines as to professional conduct for independent Directors as set out in Section 149(8) read with Schedule IV to the Act.
4.3 You will be required to comply with applicable provisions of any code of conduct framed by the Board for all Board members and Senior Management of the Company under the Listing Regulations and SEBI Guidelines for CRA.

5. Restrictions:
5.1 During the term of appointment, you are expected not to take up directorship in any company (whether in India or abroad) engaged in the same or similar businesses as that of the Company or in a company, business or undertaking which competes or is likely to compete with the Company or which could otherwise potentially give rise to a conflict to your duties with the Company as an independent director. In the event that you become aware of any potential conflicts of interest, or in case of doubt,
please consult the Chairman of the Company as soon as practicable.
5.2 During the term of Appointment, you shall not serve as (a) an independent director in more than the prescribed number of companies and (b) a committee member of more than the prescribed number of committees including chairmanship of such committees under Listing Regulations.
5.3 During the term of Appointment, (a) you will not enter into any agreement for yourself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of the Company; and (b) you will not enter into any such agreement referred to in (a) above without obtaining the prior approval from the Board of Directors as well as public shareholders of the Company.

6. Evaluation Process:
The performance evaluation of individual directors shall be conducted by the entire Board, excluding the director being evaluated, on an annual basis. as per Companies act.

7. Remuneration
In consideration of the company current Financial , the Company not able to pay fees to attend the Board meeting, Committee Meeting and General Meetings.

8. Expenses:
In addition to the remuneration stated in the preceding paragraph, the Company will reimburse you, or bear and pay, all travel, accommodation or other expenses incurred as a result of you carrying out your duties as a director. You may, at the Company’s expense, seek independent legal or other professional advice where necessary to perform your duties and will be entitled to
reimbursement of costs incurred in seeking such advice. In these circumstances, you should discuss the issues concerned with the Chairman of the Company in advance.

9. Confidentiality:
You agree that both during and after the term of appointment, you will not use for your own, or for another’s benefit, or disclose or permit the disclosure of any confidential information relating to the Company, or any subsidiary or any group or associate companies of the Company, which you may acquire by virtue of your position as an Independent Director, including without
limitation, any information about the deliberations of the Board. The restriction shall cease to apply to any confidential information which may (other than by reason of the director’s breach of this term), become available to the public generally.

10. Publication of Letter:
In line with the provisions of Schedule IV to the Act and the Listing Regulations, your letter of appointment will be open for inspection by any member of the Company and the Company shall also post the terms and conditions of the appointment on the Company’s website.

1 1 . Governing Law:
The appointment and the terms hereunder are governed by the laws of India, and subject to jurisdiction of Courts in Mumbai.

1 2 . Relationship:
12.1 This appointment letter constitutes neither a contract for services nor a service contract. 12.2 There will be no relationship of employer and employee as a consequence of your appointment as a Director of the Company. This letter of appointment is issued under the authority of the Board. Please convey your acceptance on the proposal for your appointment as Non- Executive
Independent Director of the Company and send back accepted copy of the letter.

Yours faithfully,
For Jetmall Spices and Masala Limited
Sd/-
Unni Krishnan Nair
Manager –