Policy for determining materiality of events and information for disclosures:

Title

This policy shall be called ‘Policy for determining materiality of events and information for disclosures’.

Objective

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (hereinafter referred to as “SEBI (LODR) Regulations, 2015”) the Board of of Directors of SecMark Consultancy Limited (“the Company”) have adopted the policy for determining materiality of events and information for disclosures (hereinafter referred to as “the Policy”) in their Board Meeting held on September 29, 2020 to enable the Company to promptly disclose such information or event to the Stock Exchanges (“the Exchange”) where the shares of Company are listed. The policy sets out the guidelines for identification of events or information within the Company which are deemed to be material in the opinion of the Board of Directors.

Disclosure Requirements

Events specified in Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015 are material and shall be disclosed promptly to the Exchange not later than 24 hours from the occurrence of event or information. Provided further that disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within thirty minutes of the conclusion of the Board Meeting.

Events specified in Para B of  Part A of Schedule III of SEBI (LODR) Regulations, 2015 that are material, shall be disclosed promptly to the Exchange not later than 24 hours from the occurrence of event or information.

Regulation 30 (5) of SEBI (LODR) Regulations, 2015 provides that the Board of Directors of the listed entity shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to the Exchange the contact details of such personnel shall be also disclosed to the stock exchange(s) and as well as on the listed entity's website. Therefore, the Board of Directors have severally authorized the Key Managerial Personnel of the Company, i.e. Managing Director and Chief Executive Officer (CEO) and/or Executive Director and Chief Financial Officer (CFO) of the Company, for the purpose of determining materiality of an event or information and making disclosure to stock exchanges based on the guidelines/criteria given in the Policy.​

Authority

Criteria for determination of materiality of event or information under the Listing Regulations

The SEBI (LODR) Regulations, 2015 lays down the following criteria for determining the materiality of event or information:

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

  2. the omission of an event or information, which is likely to result in significant market reaction, if the said omission came to light at a later date;

  3. in case where the criteria specified in sub-clauses (1) and (2) are not applicable, an event/information may be treated as being material if in the opinion of the Board of Directors of listed entity, the event / information is considered material is material.

Guidelines for determination of materiality of event or transaction or information:

The transaction exceeding 10% of the turnover of last audited annual accounts of the Company shall be treated as material in the case of the Company, its subsidiaries and associate companies (other than the subsidiary or associate companies whose equity shares are listed) with respect to transactions for reporting to the Exchange.

 

In case of Joint Ventures (JV), where the JV partner makes a disclosure, the Company too shall make the disclosure to the Stock Exchange(s).

Policy Review:

In case of any subsequent changes in the provisions of the SEBI (LODR) Regulations, 2015 or any other regulations which makes any of the clauses/provisions in the Policy inconsistent with the Regulations, the provisions of the Regulations would prevail over the Policy and the Clauses/provisions in the Policy would be deemed to be modified accordingly. The Board also, at its discretion, has the power to review and revise the Policy.​

Disclosure on Website:

As required under the SEBI (LODR) Regulations, 2015 the Policy will be disclosed on the website of the Company www.secmark.in . Further, the Company shall disclose on its website all such events or information which have been disclosed to the stock exchange(s) under this 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 archival policy of the Company. Any change in the content of its website shall be updated within two working days from the date of such change in content.