"Board of Director" or "Board" means the Board of Directors of
HALDER
VENTURE LIMITED, as constituted
from time to time.
"Company" means a company incorporated under the Companies Act, 2013
or under any previous company law.
"Independent Director" means a director of the Company, not being a
whole time director and who is
neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for
independence under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.
"Policy" means Policy on Material Subsidiary. Material Non Listed
Indian Subsidiary shall mean a Material
Subsidiary which Is incorporated in India and is not fisted on the Indian Stock Exchanges.
4. POLICY
1. A subsidiary
shall be a Material Subsidiary, if any of
the following conditions are
satisfied:
a. In which the Investment of the Company/Proposed Investment, exceeds 20% of its
consolidated
net worth as per the audited balance sheet of the previous financial year; or
b. Which have generated
twenty per cent of the consolidated income of the Company during the previous financial year.
2. One
Independent Director of the Company shall be a director on the Board of the Material Non-Listed Indian
Subsidiary Company.
3. The Audit Committee of Board of the
Company shall review the financial
statements,
in particular, the investments made by the unlisted subsidiary Company on an annual basis.
4.The
minutes
of the Board Meetings of the Unlisted Subsidiary Companies shall be placed before the Board of the Company
on an half yearly basis.
5. The management shall on a half yearly basis bring to the
attention of the Board of Directors of the Company, a statement of all Significant Transactions and
Arrangements entered into by the unlisted subsidiary company.
6. DISPOSAL OF MATERIAL SUBSIDIARY The Company, without the prior
approval of the members by Special Resolution, shall not:
a. dispose shares in Material Subsidiaries
that
reduces its shareholding (either on its own or together with other subsidiaries) to less than 50%; or
b.
ceases the exercise of control over the Subsidiary; or
c. sell, dispose or lease the assets amounting
to
more than twenty percent of the assets of the material subsidiary. /.
7. DISCLOSURE The Policy for determining material subsidiaries Is
to
be disclosed to the Stock Exchanges and in the Annual Report of the Company, as per the provisions of laws
in force. The policy shall also be uploaded on the website of the Company at mvw.lta Ide wen ture.in.