Subsidiary Company

SUBSIDIARY COMPANY:

The audit committee of the listed holding company shall also make the financial statements review, in particular, the unlisted subsidiary company made by the investments.

The unlisted board meetings of the subsidiary company minutes shall be placed at the company board meeting listed holding. The periodic management should bring to the listed holding directors of the company direction board, all significant statement arrangement and transactions entered into by the unlisted company subsidiary.

The company shall formulate the policy material’ determining subsidiaries and the disclosed policy of such Stock exchanges and in the Annual Report.

For this purpose of this clause, a subsidiary shall be taken into consideration as material if the investment company in the subsidiary extends twenty per cent of the net worth consolidated as per the prior financial year balance audited or if the subsidiary has generated consolidated company twenty-percent during the prior financial year.

No company shall dispose subsidiary material shares which would decrease its shareholdings (either together or on its own with other subsidiaries) to minimum 50% or cease the control exercised over the subsidiary without passing the General Meeting resolution.

Selling, disposing and assets leasing amounting to more than subsidiary material assets twenty-percent shall require the prior shareholder’s approvals’  by special resolution way.

The term “material non-listed Indian subsidiary” shall mean a subsidiary unlisted, in incorporated India, its income or net worth (i.e., free reserves and paid-up capital) exceeds the income 20% which is consolidated or respectively networth, of the listed company holding and immediately preceding its subsidiary accounting year.

The term “arrangement or important transaction” shall mean the arrangement or any individual transaction that extends or is likely to extend the 10% of the total revenues or total expenses or assets total or total liabilities, as the case may be, of the subsidiary material unlisted for immediately preceding the accounting year.

Where a listed holding company has a listed subsidiary which is holding company itself, the provisions above shall apply to the listed subsidiary insofar as its subsidiaries are concerned.

Risk Management:

The company shall lay down to inform the board members procedures about the assessment risk and the minimization of the procedures.

The board shall be responsible for implementing, farming and monitoring company plan risk management.

The company shall also give legal Risk Management committee. The Board shall define the responsibilities and Risk Management Committee roles and may delegate monitoring and reviewing risk management to the committee plan and such other functions as it may deem fit.

ARBITRATIONS, COMPROMISES, ARRANGEMENTS AND RECONSTRUCTIONS:

Sections Interpretation 391 and 393

In sections 391 and 393-

The company expression “company” means any liable company to be wound up under this Act;

the expressions “arrangement” includes  the company reorganisation share capital by the different classes shares consolidation, or by the divided shares into different classes shares or, by both those methods and

creditors which are unsecured who may have filed obtained decrees or suits shall be deemed to be of the same class.

COMMITTEE OF DIRECTORS:

The board may constitute such committees number as it may deem fit for the purpose of board assisting in the efficient functions and discharge.

Provided that the appointed Chief Executive appointed under the superintendence general, direction and board control, for such duration, and in such manner may direct as the board.

The allowances and the fee to be paid to the committee members shall be placed before the board at its meeting next.

Board meeting and Quantum.

A board meeting shall be held not less than once in all three months and at least such meetings shall be held in four such meetings every year.

Every meetings notice of the director board shall be given in writing to all director for the time being in India, and in India his usual address to all other directors.

The executive shall give notice as aforesaid should not be less than prior to seven days to the board meeting date and if he fails to do so, he shall be punished including fine that may extend to rupees one thousand.

Provided that the board meeting may be called at shorter notice and thereof the reasons shall be recorded in the board writing.

The board meeting quorum shall be one-third of the director’s total strength, minimum of three subjects.

Save as provided in the directors, articles, including the co-opted director, may be paid such allowances and fees at the meetings for the attendance of the board, as may be decided in the general meeting Members.

Chief Executive and his functions:

Every producer company may have Chief Executive may have the every-time Chief Executive called name whatever, other than the board members to be appointed from amongst persons.

The Chief executive shall be board ex-officio director and by rotation, such officer cannot be retired.

Save as otherwise in the articles provided, experience, the qualifications and the terms and service conditions of the Chief Executive shall be such by the board as may be determined.

The entrusted chief executive with management substantial powers of management as determined by the board.

Without sub-section generality prejudice (4), the Chief Executive may exercise powers and the functions discharge namely;-

the routine nature of the administrative acts including the day-to-day managing producer company affairs.

operate accounts of the bank or any authorised person, general subject or special Board approval in this behalf, to the bank account operation.

the cash safe custody make arrangements and the Producer Company other assets;

sign as may be authorised by such documents by the Board, for and on the company behalf;

maintain account books that are proper, annual accounts preparation and thereof audit, audit account placement before the board and in the general meeting of the annual members.

Furnish with periodic information Members of the operation to appraise them and the Producer Company functions.

Make appointments in accordance with the  delegated powers post to him by the Board;

The board assist in the formulation of the goals, strategies, objectives, policies and plan.

The board advice in accordance with the regulatory and the legal matters concerning the proposed and the on-going activities and take in accordance with the necessary action thereof.

The powers exercise as may be important in the  ordinary course of the business  ;

Discharge such exercise and other functions such other powers, as may be delegated by the board.

The Chief Executive can manage the affairs of the Producer Company under the general superintendence, board control and the direction and the accountable performance of the Producer Company.

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