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Policy for Group Company

POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS

  1. INTRODUCTION

    ThisPolicyhasbeenformulatedtodefinethematerialityforidentificationofGroupcompanies,Material Creditors and Material Litigations in respect of  Limited (the“Company”), pursuant to the disclosure requirements under Schedule VI of Securities andExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamendedfromtime totime (“SEBIICDRRegulations”).

    This Policy has been adopted by the Board at its meeting held on28th December, 2017and hascomeinto effecton28th December, 2017

  2. APPLICABILITY AND OBJECTIVE

    This policy shall be called the ‘Policy on Identification of Group Companies, Materiallitigations and Material creditors (“Policy”). The Policy shall come into effect from thedateofits approvalbyour Board.

  3. INTERPRETATION

    InthisPolicy,unlessthecontextotherwiserequires:

    • wordsdenotingthesingularshallincludetheplural andviceversa.
    • referencestothewords“include”or“including”shallbeconstruedwithoutlimitation.
  4. POLICY PERTAINING TO THE IDENTIFICATION OF GROUP  COMPANIES

    The policy with respect to the identification of the group companies of our Company shall beasfollows:

    OurCompanyisrequiredtodisclosecertainmatters inrelationtoits“group companies”intheDraft Prospectus/Prospectus.TheSEBIRegulationsdefine “groupcompanies”as:

    “Groupcompanies”,shallincludesuchcompanies(otherthanpromoter(s)andsubsidiary/subsidiaries) with which there were related party transactions, during the period forwhichfinancialinformationisdisclosed,ascoveredundertheapplicableaccountingstandards,andalso other companies asconsidered materialbythe boardoftheissuer.

    PolicyonMateriality:

    In our Board opinion a companyshallbeconsideredasGroup Companyonlyif:-

    • the Company has entered into one or more transaction with such companies which areidentified as related parties in accordance with the Accounting Standards – 18 as perRestatedFinancialStatements and,
    • shall include all such companies which are considered material by the Board ofDirectors.

     

  5. IDENTIFICATION OF MATERIAL CREDITORS

    Our Company is required to disclose in the Draft Prospectus / Prospectus, the details onmateriality for outstanding dues to creditors and all other such transactions as the Board maydeemfit.

    PolicyonMateriality:

    Our Board has formed the following policy on determination of material Creditors. The policyas approved bythe Boardis:-

    AlloutstandingduesowedbyCompanytosmallscaleundertakingandothercreditorsexceeding 10% of the trade payables of our Company as per the audited previous full yearfinancialstatementsshallbeconsideredasmaterialbyourBoardandthesamewillbedisclosedinthe AnnualreportoftheCompany.

    The Company shall make relevant disclosures before the Audit Committee/ Board of directorsasrequiredbyapplicablelawfromtime to time.

    TheBoardisauthorized todisplaythedetailsofsuch creditorsonthewebsite of ourcompany.

     

  6. IDENTIFICATION OF MATERIAL LITIGATION

    OurCompanyisrequiredtodiscloseintheDraftProspectus/Prospectusall outstanding:

    • criminalproceedings
    • actionsbystatutoryor regulatoryauthorities;
    • taxationmatters(indirect anddirecttaxes);and
    • otherpendingmateriallitigation,involvingourCompany,ourdirectors,ourpromotersand our groupcompanies.

      PolicyonMateriality:

    OurBoard has formed the following policy on determination of material Litigation. The policy as approved by the Board is:-

    • All litigations pertaining to the company, its directors/ promoters/ group companies/subsidiarieswhichareinthenatureofcriminal,statutory/regulatorydisciplinaryactionsincluding penalty imposed by SEBI or stock exchanges, claims related to direct andindirecttaxes are deemed materialbytheBoard.
    • FurthertheBoardconsidersallotherlitigationpertainingtothecompany,itsdirectors/promoters/ group companies/ subsidiaries which exceeds 10% of the revenueof our Company as per the audited previous full year financial statements shall beconsideredasmaterial

    •  

      Further, for the purposes of determining material litigation(s) involving our Directors, theBoard shall consider all outstanding litigation involving each Director and it believes that ifany such litigation has an adverse outcome and therefore, would materially and adverselyaffect the reputation, operations or financial position of our Company, it shall be consideredasmateriallitigationandaccordingly,eachofourdirectorsshallidentifyandprovideinformationrelatingtosuchoutstandinglitigationinvolvingthemselves.

  7. AMENDMENT

    The Board (including its duly constituted committees wherever permissible), shall have thepowertoamendanyoftheprovisionsofthisPolicy,substituteanyoftheprovisionswithanewprovisionorreplacethisPolicyentirelywithanewPolicy.ThisPolicyshallautomaticallystandamended to reflect any changes to the SEBI Regulations, to the extent the same is the subjectmatter ofthis Policy.