Policy On Material Subsidiaries

Introduction
The Board of Directors (the “Board”) of Premier Explosives Limited (the “Company”) has adopted the following policy and procedures with regard to Material Subsidiaries, which may be reviewed and amend by the Board from time to time.

Policy objective
This policy is framed to enable determination of Material Subsidiaries of the Company and to provide governance framework for such identified subsidiaries, as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Definitions

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectively assigned to them under the Listing Agreement and in the absence of its definition or explanation therein, as per the Companies Act, 2013 (“Act”) and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

“Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company, from time to time, under SEBI (LODR) Regulation 2015 and the Companies Act, 2013.

“Board of Directors” or “Board” means the Board of Directors of Premier Explosives 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 SEBI (LODR) Regulations 2015

“Policy” means Policy on Material Subsidiaries.

“Material Unlisted Indian Subsidiary” shall mean a Material Subsidiary which is incorporated in India and is not listed on the Indian stock exchanges.

“Significant Transaction or Arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for the immediately preceding accounting year.

“Subsidiary” shall be as defined under the Companies Act, 2013 and the Rules made thereunder.

Policy

  • Material unlisted Indian subsidiary shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds twenty percent of the consolidated income or net worth respectively of the Company in the immediately preceding accounting year.
  • One Independent Director of the Company shall be a director on the Board of the material unlisted Indian subsidiary company.
  • The Audit Committee of the Company shall review the financial statements, in particular, the investments made by all the unlisted subsidiary companies on quarterly basis.
  • The minutes of the Board Meetings of all the unlisted subsidiary companies shall be placed before the Board of the Company on quarterly basis.
  • The management shall on quarterly 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 companies.
  • The Company shall not without passing a special resolution in its general meeting:
    • (i) dispose shares in Material Subsidiaries that reduces its shareholding (either on its own or together with other subsidiaries) to less than fifty percent ; or
    (ii) cease the exercise of control over the subsidiary; or
    (iii) sell, dispose or lease the assets amounting to more than twenty percent of the assets of the material subsidiary.

    Provided that no such prior approval of shareholders by way of special resolution in general meeting will be required if the sale, disposal, lease is made pursuant to a scheme of arrangement duly approved by a Court/Tribunal.

Dissemination
Pursuant to Rule 46 of SEBI (LODR) Regulations 2015, this Policy and any amendment thereto shall be posted on the website of the Company and a web link thereto shall be provided in the Annual Report.

Limitation and amendment
In the event of any conflict between the Policy provisions and Statutory provisions (Companies Act, other Acts, Listing Agreement, other Statutory rules, etc.) the latter shall prevail over this Policy. Any subsequent amendments and modifications in the statutory provisions in this regard shall automatically apply to this Policy.

Policy review
This Policy shall be subject to review as may be deemed necessary and in accordance with regulatory amendments.