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The scheme for Demerger had been filed U/Sec. 391 to 394 of the Companies Act, 1956, the appointed date being 1st April, 2010. The said scheme has been approved by Bombay High court vide its order dated 14th October, 2011.

The said scheme became effective from 11th November, 2011 ("Effective Date") upon which,

  • The business of "SEZ Phase II" undertaking together with all related assets, liabilities and employees, including items specifically listed in the scheme were deemed to have been vested and transferred with the Company with retrospective effect from 1st April, 2010.

  • The business of the SEZ Phase II undertaking was deemed to have been carried out by Flagship Infrastructure Private Limited, in trust for the Company upto the effective date.

  • The said transfer and vesting of the business and its assets were deemed to be on a going concern basis.

  • The accounting treatment and recognition of the above was as specified in Part B Point No8 of the Scheme of Arrangement.

The details of Assets and Liabilities relating to the SEZ Phase II undertaking transferred and vested with the company with effect from 1st April 2010, the appointed date.

(B) Under the scheme with effect from the appointed date 1st April, 2010, the foregoing asset and liabilities of Flagship Infrastructure Private Limited had been transferred to and vested in the Company as a going concern without any further act, instrument or deed.

Similarly under the scheme all profits or income accrued to Flagship Infrastructure Private Limited and expenditure or losses arising or incurred by Flagship Infrastructure Private Limited between 1st April, 2010 to 11th November, 2011 (effective date) are accounted as profit, income, expenditure or losses as the case may be of the Company.

The Company has issued Non-Convertible Debentures during the year ended 31st March 2015, which have been listed on the Bombay Stock Exchange. Accordingly, the Company is a listed company as per Section 2 (52) of the Companies Act, 2013.

The Company is a subsidiary of Paranjape Schemes (Construction) Limited, which is a public company. Thus, the Company is a deemed public company as per Section 2 (71) of the Companies Act, 2013.



The purpose of this documents to present a policy statement for Flagship Developers Private Limited (FDPL) regarding preservation of its documents in accordance with the provisions of the Companies Act, 2013 and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”)

The policy is intended to define FDPL’s preservation of documents responsibilities and to provide guidance to the executives and staff working in FDPL in making decisions and undertaking other activities that may have an impact on the operations of the Company. It also frames the guidelines for fundamental accountability of FDPL to retain and preserve its documents as the basis for communication with a range of external stakeholders.

The policy is framed for the purpose of systematic identification, categorization, maintenance, review, retention and destruction of documents received or created in the course of business. The policy would contain guidelines on how to identify documents that need to be maintained, how long certain documents should be retained, how and when those documents should be disposed of, if no longer needed and how the documents should be accessed and retrieved when they are needed.


1. Preamble

Adopted the following policy and procedures with regard to related party transactions as defined below. The Audit Committee will review and may amend this policy from time to time.This policy is to regulate transactions between the Company and its related parties based on the applicable laws and regulations.

2. Purpose

This policy is framed as per requirement of approval of related party transactions as prescribed under the Companies Act, 2013 (“Act”) read with the Rules framed there under and listing agreement entered by Company with Stock Exchange, if any which is intended to ensure the proper approval and reporting of transactions between the Company and its related parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders. The Company is required to disclose each year in its financial statements certain transactions between the Company and related parties as well as policies concerning transactions with related parties.



In addition to the requirement of the Companies Act, 2013 Listing Agreement also requires that the company through its Board of Directors shall constitute a Risk Management Committee. In addition, the board and audit committee have been vested with specific responsibilities in assessing the robustness of risk management policy, process and systems.


Section 134: The board of director’s report must include a statement indicating development and implementation of a risk management policy for the company including identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the company Section 177: The audit committee shall act in accordance with the terms of reference specified in writing by the board, which shall, inter alia, include evaluation of risk management systems Schedule - IV: Independent directors should satisfy themselves that systems of risk management are robust and strong enough.


The purpose of this Code is guide to professional conduct for Independent Directors. Adherences to these standards by Independent Directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors. Every Independent Director are expected to read, understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in the performance of his/her duties, functions and responsibilities.