The Board of Directors (the “Board”) of Bharat Petroleum Corporation Limited (the “Company”) has adopted the following policy and procedures with regard to determination of Material Subsidiaries in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. This Policy will be applicable to the Company effective 1st October 2014. The Board may review and amend this policy from time to time if considered appropriate.
2. Policy Objective
To determine the Material Subsidiaries of Bharat Petroleum Corporation Limited and to provide the governance framework for its material subsidiaries in so far as it relates to requirements of clause 49 of listing agreement.
“Policy” means Policy for Determining Material Subsidiaries.
"Material Non Listed Indian Subsidiary” shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.
“Significant Transaction or Arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed 10% 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 there under.
1. A subsidiary shall be considered as a Material Subsidiary:
a. if the Investment of the Company in the subsidiary, exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year; or
b. if the subsidiary generated 20% of the consolidated income of the Company during the previous financial year
2. At least 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 the Company shall review the financial statements, in particular, the investments made by the unlisted subsidiary Company on quarterly basis.
4. The minutes of the Board Meetings of the Unlisted Subsidiary Companies shall be placed at the Board Meeting of the Company on quarterly basis.
5. A statement of all Significant Transactions and Arrangements entered into by the unlisted subsidiary company shall be presented to the Board of Directors on a half yearly basis.
6. The list of subsidiaries and material non-listed Indian subsidiary together with the details of the materiality defined herein shall be presented to the Board of Directors annually.
5. Disposal of Shares / Assets in Material Subsidiary
The Company, without the prior approval of the members by Special Resolution, shall not:
a. dispose of shares in Material Subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50%; or cease the exercise of control over the subsidiary;
b. sell, dispose or lease the assets amounting to more than 20% of the assets of the material subsidiary
The Policy for determining material subsidiaries shall be disclosed to the Stock Exchanges and in the Annual Report of the Company.