Policy For Determining Material Subsidiaries
1. Introduction___________________________________1
2. Objective_____________________________________1
3. Definitions & Interpretations _____________________1
4. Determination of Material Subsidiary_______________1
5. Corporate Governance Requirements with respect to
Material Subsidiary _____________________________1
6. Disclosures ____________________________________2
7. Policy Review and Amendments____________________2
8. Scope and Limitation_____________________________2
1. Introduction: -
This Policy on Determining Material Subsidiary (the “Policy”) of Alpa Laboratories Limited (the “Company”) is established in compliance with the provisions of the Companies Act, 2013 (the “Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”).
This Policy aims to define the criteria for determining whether a subsidiary of the Company is a "Material Subsidiary" and to establish the framework for governance, control, and reporting of such subsidiaries.
2. Objective: -
The objective of this policy is to lay down guidelines for determining which of the Subsidiary companies are a “Material Subsidiary” in terms of the Listing Regulations with a view to ensure special compliances applicable in relation to Material Subsidiaries.
3. Definitions & Interpretations: -
All the words and expressions used herein shall have the same meaning ascribed to them in the Companies Act 2013, SEBI Act 1992 or rules and regulations made thereunder and any other relevant legislation applicable to the Company.
4. Determination of Material Subsidiary: -
A subsidiary shall be considered as “Material Subsidiary” if -
Income or net worth exceeds 10% [ten percent] of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
Provided that for the purpose of Regulation 24 of SEBI (LODR) Regulations, 2015, as amended from time to time, Material subsidiary means, a subsidiary whose income or net worth exceeds 20% [Twenty percent] of the consolidated income or net worth respectively, of the Listed entity and its subsidiaries in the immediately preceding accounting year.
5. Corporate Governance Requirements with respect to Material Subsidiary: -
The following are the special compliance requirements with respect to each of the Material Subsidiary: -
⮚ At least one Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted Material Subsidiary of the Company, incorporated in India, as required under Regulation 24 of SEBI (LODR) Regulations, 2015.
⮚ The Audit Committee of Board of the Company shall review the financial statements, in particular, the investments made by the unlisted subsidiary Company.
⮚ The minutes of the meetings of the board of directors of the unlisted subsidiary shall be placed at the meeting of the board of directors of the Company.
⮚ The management shall periodically 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.
⮚ The Company shall not dispose of shares in its Material Subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to 50% [Fifty Percent] or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
⮚ The Company shall not sell, dispose and lease assets amounting to more than 20% of the assets of the Material Subsidiary on an aggregate basis during a financial year without obtaining prior approval of shareholders by way of special resolution unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal.
6. Disclosures: -
- The Company shall make appropriate disclosures as required under the SEBI (LODR) Regulations.
- The Policy shall be disclosed on the Website of the Company and the weblink of the same shall be provided in the Annual Report of the Company.
7. Policy Review and Amendment: -
This Policy shall be reviewed by the Board of Directors at regular intervals to ensure its effectiveness and alignment with legal and regulatory requirements. Any amendments to this Policy will be made in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations.
8. Scope and Limitation: -
In the event of any conflict between the provisions of this policy and the SEBI Listing Regulations/ the Companies act, 2013 or any other statutory enactments, rules, the provisions of the SEBI Listing Regulations/ the Companies act, 2013 or statutory enactments, rules shall prevail over this policy.
*********************