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Policy
on Material Subsidiaries
1.
Introduction
The
Board of Directors (The “Board”) of Aar Shyam India Investment
Company Limited (the “Company”) has adopted the following
policy and procedures with regard to determination of Material Subsidiaries
as defined below. The Board may review and amend this policy from time
to time.
This
Policy will be applicable to the Company with effect from 1 December,
2015 in terms of Regulation 16 (c) of Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“LODR”).
2.
Policy Objective
To
determine the Material Subsidiaries of Aar Shyam India Investment Company
Limited and to provide the governance framework for such subsidiaries.
3.
Definitions
-
“Material subsidiary” shall mean a subsidiary, whose income
or net worth exceeds twenty percent of the consolidated income or net
worth respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year. As defined under SEBI Listing
Obligation & Disclosure Requirement, Regulation 2015
- “Audit Committee
or Committee” means Audit Committee constituted by the Board of
Directors of the Company, from time to time under the provisions of
SEBI Listing Obligation & Disclosure Requirement, Regulation 2015
and as per the Companies Act, 2013.
- “Board of
Directors or Board” means the Board of Directors of Aar Shyam
India Investment Company Limited, as constituted from time to time.
Company means a Company incorporated under the Companies Act, 2013 or
under any other act prior to or after the Companies Act, 2013.
- “Independent
Director” means a Director of the Company, not being a whole time
Director who is neither a promoter nor belongs to the promoter group
of the Company and who satisfies other criteria for independence as
laid down under Schedule IV of the Companies Act, 2013 and as per SEBI
Listing Obligation & Disclosure Requirement, Regulation 2015.
- “Policy”
means Policy on Material Subsidiary.
- 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 unlisted material subsidiary for the immediately preceding accounting
year.
- Subsidiary shall
be as defined under the Companies Act, 2013 and the Rules made thereunder.
4.
Policy
1.
A subsidiary shall be a Material Subsidiary, whose income or net worth
exceeds twenty percent of the consolidated income or turnover of the
Company during the previous financial year.
2.
One Independent Director of the Company shall be a Director on the Board
of the unlisted material subsidiary, incorporated in India.
3.
The Audit Committee of the Board of the Company shall review the financial
statements, in particular, the investments made by the unlisted subsidiary
Company on an annual basis.
4.
The minutes of the unlisted Subsidiary Companies shall be placed before
the Board of the Company.
5.
The Management 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 Company.
5.
Disposal of Material Subsidiary
The
Company shall not:
1.
Dispose of the shares in its 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
without passing a special resolution in its General Meeting, except
in cases where divestment is made under a scheme or arrangement duly
approved by a Court/Tribunal.
2.
Sell, dispose off and lease assets amounting to more than twenty percent
of the assets of the material subsidiary on an aggregate basis during
a financial year without prior approval of the shareholders by way of
special resolution, unless the sale / disposal / lease is made under
a scheme of arrangement duly approved by a Court/Tribunal.
6.
Policy Review
This
policy shall be subject to review as may be deemed necessary and to comply
with any regulatory amendments or statutory modifications.
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