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JET KNITWEARS LIMITED

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

 

PREFACE

 

The Board of Directors (The “Board”) of Jet Knitwears Limited (the “Company”) has adopted the following policy and procedures with regard to Determination of Materiality of Events or Information” to comply with the requirements of Regulation 30 of the “SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Regulations”) and with respect to disclosure of events and information which are necessary to be disclosed to the stock exchanges based on criteria as may be deemed necessary and has been adopted as part of this policy.

The policy can be modified and or amended with the approval of the Board of Directors of Jet Knitwears Limited. Accordingly, the Board of Directors of Jet Knitwears Limited (the“Company”) has adopted this Policy for Determination of Materiality of Events or Information in its meeting of the Board held on 24th March 2017

OBJECTIVE

The main objective of this policy is to determine the events and information which in the opinion of the Board are Material and needs to be disclosed to the Stock Exchanges in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) as per the time span hitherto defined. The policy is intended to define disclosure of events/information and to provide guidance to the Board of Directors, KMPs and other executives and staff working in Company regarding their responsibility about making available such events/information to public which may materially affect the performance of the company and thereby the share prices of the Company.

All the Words and expressions used in this Policy unless defined hereinafter shall have meaning respectively assigned to them under the SEBI (LODR) Regulations, 2015 and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued there under, as amended from time to time.

 

 

 

 

DEFINITION:

1. “Act” shall mean the Companies Act, 2013 and the Rules framed there under, including any modifications, clarifications, circulars or re-enactment thereof.

 

2. “Board of Directors” or “Board” means the Board of Directors of Jet Knitwears Limited, as constituted from time to time.

 

3. “Company” Jet Knitwears Limited.

 

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

 

5. “Material Subsidiary” shall mean any subsidiary company of the Company which is or has been determined as a material subsidiary as per the provisions of the Regulations.

 

6. “Material Event/s” means those event/s specified in:


  a) Para A of Part A of Schedule III of the Regulations, being deemed material events, which the Company shall compulsorily disclose; and
  b)Events specified in Para B of Part A of Schedule III, based on guidelines for Materiality as specified below

 

7. “Policy” means this Policy for Determination of Materiality of Events or Information and as may be amended from time to time.

 

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

 

 

Any other term not defined herein shall have the same meaning as defined in the Companies
Act, 2013, the Listing Agreement, SEBI ( LODR) Regulations,2015 or any other applicable law or regulation to the extent applicable to the Company.

 

 

ANY OTHER INFORMATION / EVENT WHICH IS TO BE DISCLOSED BY THE COMPANY:

 

 

The Company shall disclose major developments that are 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.

 

 

 

POLICY

1. Criteria for Determination of Materiality

    a) The events specified in PARA A of PART A of SCHEDULE III are deemed to be material events and shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30).

    b) The events specified in PARA B of PART A of SCHEDULE III (refer ANNEXURE-2) shall be disclosed upon application of the guidelines for materiality referred sub regulation (4) of regulation (30).

 

Pursuant to which, the following criteria should be considered for determination of materiality of event/information:

 

I.   The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;

 

II.  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;

 

III. In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of Company, the event / information is considered material.

 

 

 

 

DISCLOSURES

a) The Company shall timely disclose the occurrence of all events and information as specified herein to the Stock Exchange not later than twenty four hours from the occurrence of event or information in the following manner:
  i. Inform the stock exchanges on 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 the delay.

 

b) The Company shall, with respect to disclosures referred to in the regulation, make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations;

 

c) The Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the regulation, and such disclosure shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the standards of the Company, as disclosed on its website;

 

d) The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information;

 

e) The Company will on its own initiative also, confirm or deny any reported event or information to stock exchange(s), in case where an event occurs or an information is available with the Company, which has not been indicated in Para A or B of Part A of Schedule III, but which may have material effect on it.

 

 

 

AUTHORIZE KEY MANAGERIAL PERSONNEL (KMP) FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCK EXCHANGE

 

 

The Board of the Company has severally authorized Mr. Balram Kumar Narula Managing Director, Mr.Ankur Narula , CFO, and Miss Abhsihree Vaijapurkar, Company Secretary and Compliance Officer for the purpose of determining materiality of an event or information and making disclosures in that regard.

 

 

Name of the Person Designation Contact Details Email Id
Balram Kumar Narula Managing Director +91 9621060606 [email protected]
Ankur Narula Chief Financial Officer +919621090909 [email protected]
Abhishree Vaijapurkar Company Secretary and Compliance Officer +05122217553
+05122296128
[email protected]

 

 

 

The materiality of events outlined above are indicative in nature. There may be a likelihood of some unforeseen events emerging due to the prevailing business scenario from time to time. Hence, the relevant Authorized Person should exercise his/her own judgment while assessing the materiality of events associated with the Company. In case the relevant Authorized Person perceives any doubt regarding materiality he/she may consult Chairman or any other Director before disclosing the information to the Stock Exchange(s).

SCOPE AND LIMITATION:

In the event of any conflict between the provisions of this Policy and the Act or Listing Regulations or any other statutory enactments or rules, the provisions of Listing Regulations/ Act 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.

REVIEW OF POLICY:

 

This Policy shall be subject to review as may be deemed necessary and in accordance with any statutory /regulatory requirements. Any change/amendments to this Policy shall be approved by the Managing Director, Chief Financial Officer, Company Secretary and Board of Directors of the company

ANNEXURE 1

Disclosure of events and information as specified in Para A of Part A of Schedule III to the Listing Regulations.

 

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. (ii) acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that – (a) 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; (b) there has been a change in holding from the last disclosure made under sub-clause (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 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 Rating(s).

 

4. Outcome of Meetings of Board of Directors. The Company shall disclose to the Exchange(s), within 30 minutes of the closure of any 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 a 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 which may be to subscribed 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 2

 

Disclosure of events and information as specified in Para B of Part A of Schedule III to the Listing
B. Events which shall be disclosed upon application of the guidelines for materiality referred sub regulation (4) of regulation (30) of SEBI(LODR)Regulations 2015

 

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. Etc