UNITED INTERACTIVE LIMITED
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
1. PREAMBLE
This Policy for Determining Material Subsidiaries (“Policy”) has been framed in accordance with the requirements of Regulation 16(1)(c) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended from time to time.
The Board of Directors of United Interactive Limited (“Company”) has adopted this Policy to determine material subsidiaries of the Company and to provide a governance framework for such subsidiaries.
This Policy shall be disclosed on the website of the Company and a web link thereto shall be provided in the Annual Report of the Company in accordance with applicable provisions of SEBI LODR Regulations.
2. OBJECTIVE
The objectives of this Policy are:
- To determine material subsidiaries of the Company;
- To ensure adequate governance framework for material subsidiaries;
- To comply with the requirements of SEBI LODR Regulations;
- To ensure transparency and appropriate monitoring of subsidiaries.
3. DEFINITIONS
Unless the context otherwise requires, the following terms shall have the meanings assigned below:
3.1 “Act”
Means the Companies Act, 2013 and the Rules framed thereunder, including any statutory modification or re-enactment thereof.
3.2 “Audit Committee”
Means the Audit Committee constituted by the Board of Directors of the Company.
3.3 “Board”
Means the Board of Directors of United Interactive Limited.
3.4 “Company”
Means United Interactive Limited.
3.5 “Independent Director”
Means a Director of the Company who satisfies the criteria of independence under the Companies Act, 2013 and SEBI LODR Regulations.
3.6 “Material Subsidiary”
A subsidiary shall be considered material if:
- its income exceeds ten percent (10%) of the consolidated income of the Company and its subsidiaries in the immediately preceding accounting year; or
- its net worth exceeds ten percent (10%) of the consolidated net worth of the Company and its subsidiaries in the immediately preceding accounting year.
Such other threshold as may be prescribed under SEBI LODR Regulations from time to time shall automatically apply.
3.7 “Significant Transaction or Arrangement”
Means any individual transaction or arrangement that exceeds or is likely to exceed ten percent (10%) of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted material subsidiary for the immediately preceding accounting year.
3.8 “Subsidiary”
Shall have the meaning assigned under the Companies Act, 2013 and SEBI LODR Regulations.
Words and expressions used but not defined in this Policy shall have the meanings assigned to them under the Companies Act, 2013, SEBI LODR Regulations and applicable accounting standards.
4. CRITERIA FOR DETERMINING MATERIAL SUBSIDIARY
A subsidiary shall be treated as a Material Subsidiary if:
- the income of the subsidiary exceeds ten percent (10%) of the consolidated income of the Company and its subsidiaries in the immediately preceding accounting year; or
- the net worth of the subsidiary exceeds ten percent (10%) of the consolidated net worth of the Company and its subsidiaries in the immediately preceding accounting year.
The Company shall assess materiality of subsidiaries annually based on the audited consolidated financial statements of the immediately preceding financial year.
The Company Secretary and Chief Financial Officer shall place before the Audit Committee and/or Board details of subsidiaries identified as material subsidiaries.
5. GOVERNANCE FRAMEWORK FOR MATERIAL SUBSIDIARIES
5.1 Independent Director on Board of Material Unlisted Indian Subsidiary
At least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary incorporated in India.
For this purpose, the term “material subsidiary” shall mean a subsidiary whose income or net worth exceeds twenty percent (20%) of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year, or such other threshold as prescribed under applicable law.
5.2 Review of Financial Statements
The Audit Committee of the Company shall review the financial statements, in particular, the investments made by the unlisted subsidiary.
5.3 Placing Minutes before the Board
The minutes of the meetings of the Board of Directors of unlisted subsidiaries shall be placed before the Board of Directors of the Company periodically.
5.4 Significant Transactions or Arrangements
The management of the unlisted subsidiary 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.
6. RESTRICTION ON DISPOSAL OF SHARES OF MATERIAL SUBSIDIARY
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 fifty percent (50%); 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 or under a resolution plan approved under the Insolvency and Bankruptcy Code, 2016.
7. RESTRICTION ON DISPOSAL OF ASSETS OF MATERIAL SUBSIDIARY
Selling, disposing and leasing of assets amounting to more than twenty percent (20%) of the assets of the material subsidiary on an aggregate basis during a financial year shall require 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 or under a resolution plan approved under the Insolvency and Bankruptcy Code, 2016.
8. DISCLOSURES
This Policy shall be:
- disclosed on the website of the Company;
- disclosed in the Annual Report of the Company through a web link;
- updated as and when required pursuant to changes in applicable laws.
9. ROLE OF MANAGEMENT
The management of the Company shall:
- identify material subsidiaries;
- ensure compliance with governance requirements under this Policy;
- periodically report compliance status to the Audit Committee and Board;
- maintain records relating to subsidiaries and materiality assessments.
10. INTERPRETATION
Any words used but not defined in this Policy shall have the same meaning assigned under the Companies Act, 2013, SEBI LODR Regulations or any other applicable law.
In case of any inconsistency between this Policy and applicable laws, the provisions of applicable laws shall prevail.
11. AMENDMENT
The Board of Directors may amend, modify or substitute any provision of this Policy in accordance with applicable laws.
Any subsequent amendment/modification in SEBI LODR Regulations or any other applicable law shall automatically apply to this Policy.
12. REVIEW OF POLICY
This Policy shall be reviewed periodically by the Board of Directors in accordance with applicable laws and governance requirements.
13. EFFECTIVE DATE
This Policy shall be effective from the date of approval by the Board of Directors
