POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS
VEDANT ASSET LIMITED
CIN: U74900JH2015PLC003020
Registered Office: 3rd Floor, Gayways House Pee Pee Compound Ranchi Jharkhand 834001, India
Telephone No.: +91- 9304955502 ; E-mail: cs@vedantasset.com
Website: www.vedantasset.com
POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS
A. INTRODUCTION
This policy (“Policy”) has been formulated to set out the thresholds of materiality of Vedant Asset Limited (“Company”), pursuant to the disclosure requirements under Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended from time to time) (“SEBI ICDR Regulations”), in respect of the following:
A. Identification of companies to be disclosed as Group Companies;
B. Identification of ‘material’ litigation (excluding disciplinary actions against the promoters, criminal proceedings, statutory/regulatory actions and taxation matters); and
C. Identification of ‘material’ creditors.
B. APPLICABILITY AND OBJECTIVE
This policy shall be called the ‘Policy on Identification of Group Companies, Material Creditors and Material Litigations’ (“Materiality Policy”)
The board of directors of the Company (“Board”) at their board meeting, discussed and approved this Materiality Policy. This Materiality Policy shall be effective from the date of approval of the Materiality Policy by the Board.
The Company has adopted this Materiality Policy for identification of: (i) Group Companies; (ii) material creditors; and (ii) material litigations pursuant to the provisions of SEBI ICDR Regulations, details of which shall be disclosed in the Issue Documents.
In this Materiality Policy, the term “Issue Documents” shall mean the draft red herring prospectus, the red herring prospectus and the prospectus to be filed by the Company in connection with the proposed initial public offering of its Equity Shares with the Securities and Exchange Board of India, Registrar of Companies, Mumbai, Maharashtra and stock exchanges where the equity shares of the Company are proposed to be listed, as applicable.
All other capitalized terms not specifically defined in this Materiality Policy shall have the same meanings ascribed to such terms in the Issue Documents.
In this Materiality Policy, unless the context otherwise requires:
- Words denoting the singular shall include the plural and vice versa; and
- References to the words “include” or “including” shall be construed without limitation.
C. POLICY PERTAINING TO THE IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS
The Materiality Policy with respect to the identification of the group companies, material creditors and material litigation shall be as follows:
Identification of Group Companies:
Requirement:
As per Regulation 2(1)(t) of the SEBI ICDR Regulations, Group Companies shall include “such companies (other than promoter(s) and subsidiary(ies)) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other companies as considered material by the board of the issuer”.
Policy on Materiality:
For the purpose of disclosure in the Issue Documents, a company shall be considered and disclosed as a Group Company if:
a. the companies with which there were related party transactions (in accordance with Ind AS 24), as disclosed in the Restated Consolidated Financial Statements (“Restated Consolidated Financial Statements”); or
b. if such company fulfils both the below mentioned conditions: –
i. Such company that forms part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI(ICDR)Regulations; and
ii. Our Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case may be exceeding 10.00% of total revenue of the company as per Restated Consolidated Financial Statements.
Accordingly, based on the Restated Consolidated Financial Statements of the Company for Fiscals 2022, 2021 and 2020, below entities :
1. Vedant Insurance Broking Private Limited (“VIBPL”)
For avoidance of doubt, it is hereby clarified that the subsidiaries and step-down subsidiaries of the Company, shall not be considered as ‘Group Companies’ for the purpose of disclosure in the Issue Documents.
2. Mind buzz Private Limited
For avoidance of doubt, it is hereby clarified that the subsidiaries and step-down subsidiaries of the Company, shall not be considered as ‘Group Companies’ for the purpose of disclosure in the Issue Documents.
3. Kartik Technologies Private Limited
For avoidance of doubt, it is hereby clarified that the subsidiaries and step-down subsidiaries of the Company, shall not be considered as ‘Group Companies’ for the purpose of disclosure in the Issue Documents.
4. Kartik Credit Private Limited
For avoidance of doubt, it is hereby clarified that the subsidiaries and step-down subsidiaries of the Company, shall not be considered as ‘Group Companies’ for the purpose of disclosure in the Issue Documents
Identification of Material Creditors
Requirement:
As per the requirements of SEBI ICDR Regulations, the Company shall make relevant disclosures in the Issue Documents for outstanding dues to creditors:
i. Based on the policy on materiality defined by the Board, details of the creditors which include the consolidated number of creditors and the aggregate amount involved, will be disclosed in the Issue Documents;
ii. Consolidated information on outstanding dues to micro, small and medium enterprises and other creditors, separately giving details of number of cases and amount involved will be disclosed in the Issue Documents; and
iii. Complete details about outstanding dues to material creditors along with the name and amount involved for each such material creditor shall be disclosed on the website of the Company with a web link thereto in the Issue Documents.
Policy on Materiality
For identification of material creditors (except banks and financial institutions from whom the Company has availed financing facilities), in terms of point (i) above, a creditor of the Company shall be considered to be material for the purpose of disclosure in the Issue Documents, if amounts due to such creditor exceed 5% of the total trade payables of the Company as per the most recently completed fiscal as per the Restated Consolidated Financial Statements (“Restated Consolidated Financial Statements”) of the Company, as disclosed in the Issue Documents.
Disclosure in the Issue Documents regarding material creditors and MSMEs
a. For creditors identified as ‘material’ based on the abovementioned Policy, information on outstanding dues to such material creditors shall be disclosed in the Issue Documents along with the details of the material creditors, which include the consolidated number of creditors and amount involved on an aggregate basis, as on March 31, 2022, based on the Restated Consolidated Financial Statements of the Company included in the Issue Documents.