POLICY ON DETERMINATION OF MATERIALITY OF EVENT AND INFORMATION TO BE DISCLOSED
JLA Infraville Shoppers Limited being a listed Company is obligated to comply with the disclosure requirements under listing regulations and also committed to disseminate all material information in full, fair and timely manner to all the stakeholders.
The Board of Directors of JLA Infraville Shoppers Limited (the “Company”) has adopted following policy for determination of materiality of event and information to be disclosed to Stock Exchanges as per regulation 30 read with Para B of PART A of Schedule III of the Listing Regulations, 2015.
This policy is primarily intended to specify the criteria based on which the event or information would be considered as material for disclosure to the stock exchanges.
BASIC PRINCIPLES GOVERNING DISCLOSURES
The policy aims to execute the following principles:-
- Disclosure of material information /event promptly without any delay.
- Ensure disclosures are adequate, accurate and explicit and presented in simple language.
- Ensure disclosures provided to the stock exchanges and stakeholders are not misleading and there is no misrepresentation.
The Board shall from time to time authorize one or more Key Managerial Persons (KMPs) including Managing Director, Chief Financial Officer and Company Secretary, who shall be known as “Designated KMPs“ for the purpose of determining materiality of an event or information for the purpose of making disclosures to the stock exchanges and their contact details shall be made available on website of the Company and to the stock exchanges.
MANNER OF DISCLOSURE
The disclosure shall be made as soon as reasonably possible as but not later than 24 hours from the occurrence of event/information. The factors which determine the timing of the disclosure are given below:
- Matters requiring approval of Board, on receipt of approval of Board.
- Certain events on receipt of Board and Shareholders’ approval.
- Price sensitive information shall be disclosed on receipt of approval of the Board pending shareholders ‘approval.
- With reference to any force majeure or natural calamity events that has occurred creating an impact, then immediately on becoming aware of the event / information.
EVENTS AND BASIC CRITERIA CONSIDERED FOR DETERMINATION OF MATERIALITY
For the avoidance of doubt, events listed in Para A of Part A of Schedule III (Annexure – 1), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be disclosed without application of the criteria listed below.
The Company shall consider the following criteria for events specified in Para B of Part A of Schedule III (Annexure -2) for determining the materiality of disclosure pursuant to this policy
Quantitative threshold- For the purpose of assessing whether a particular transaction or the amounts involved in that transaction are “material” the following quantitative information will also be considered
- The consideration involved in the transaction as a percentage of JLA Infravilles’ annual revenue, net worth or profit.
- Whether the transaction is in the ordinary course of business;
- Whether the transaction represents a significant shift in JLA Infravilles’ strategy;
- Whether the transaction is an exit from, or entry into, a significant line of business.
Qualitative criteria – For the purpose of assessing whether a particular transaction or the amounts involved in that transaction are “material” the following qualitative information will also be considered
- Non-disclosure of such event that would result in discontinuity or alteration of event or information already available in the public.
- Non-disclosure of an event that would likely to result in significant market reaction, if the said omission came to light at a later date.
- Any information which relates directly or indirectly to the Company and which if published is likely to materially affect the price of shares of the Company.
- Any other event and information, which in the opinion of the Board is considered as price sensitive/ material for the business operation /performance of the Company.
AMENDMENTS AND UPDATIONS
The Authorized Person/KMPs may review this Policy from time to time. Any material changes to the Policy will need the approval of the Board of Directors. In case of any inconsistency between the terms of the Policy and the Listing Regulations, the provisions of the Listing Regulations shall prevail. Any amendments to the Listing Regulations shall mutatis mutandis be deemed to have been incorporated in this Policy.
The Board may also establish further rules and procedures to give effect to the intent of this Policy and further the objective of good corporate governance