The Board of Directors (the “Board”) of HALDER VENTURE LIMITED (the “Company”) has adopted the following policy and procedures with regard to determination of Material Subsidiaries as defined below. This Policy is in terms of SEBI LODR Regulations, 2015.
2. POLICY OBJECTIVE To determine the Material Subsidiaries of HALDER VENTURE LIMITED and to provide the governance framework for such subsidiaries
3. DEFINITIONS “Audit Committee or Committee” means “Audit Committee” constituted by the Board of Directors of the Company, from time to time, under provisions of Listing Agreement with the Stock Exchanges and The Companies Act, 2013.
“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 listed on the Indian Stock Exchanges.
“Subsidiary” shall be as defined under the Companies Act, 2013 and the Rules made thereunder.
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.
5. 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.
6. 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 www.halderventure.in.