The Board of Directors (the “Board”) of Hero MotoCorp Limited (the "Company") has adopted the following policy and procedures with regard to determination of Material Subsidiaries. The Board may review and amend this policy from time to time.
This Policy will be applicable to the Company effective 1 October 2014. This Policy is in terms of Clause 49 of the Listing Agreement entered with the Stock Exchanges.
To determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.
"Audit Committee or Committee" means "Audit Committee" constituted by the Board of Directors of the Company, from time to time, under provisions of Listing Agreement entered with the Stock Exchanges and The Companies Act, 2013.
"Board of Director" or "Board" means the Board of Directors of the Company, 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 the Listing Agreement entered with the Stock Exchanges.
"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.
"Policy" means Policy on Material Subsidiary. Material Non Listed 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 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 thereunder.
Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable regulation.
The Company, without the prior approval of the members by Special Resolution, shall not:
The Policy for determining material subsidiaries shall be disclosed on the company's website www.heromotocorp.com and a web link thereto shall be provided in the Annual Report.