ஆசிர்வாத் மைக்ரோபைனான்ஸ் லிமிடெட்          Asirvad Micro Finance Limited          आशीर्वाद माइक्रोफिनॅन्स लिमिटेड         ആശിർവാദ് മൈക്രോഫിനാൻസ് ലിമിറ്റഡ്          ಅಸೀರ್ವಾಡ್ ಮಿಕ್ರೊಫಿನನ್ಸೆ ಲಿಮಿಟೆಡ್          ਅਸਿਰਵਾਦ ਮਿਕਰੋਫਈਨਂਸੇ ਲਿਮਿਟੇਡ          ଆଶୀର୍ବାଦ ମଇକ୍ରୋଫାଇନାନ୍ସ ଲିଃ          আশির্বাদ মাইক্রো ফাইনান্স লিমিটেড

Policy on determining material subsidiaries

Definitions




“Audit Committee”



implies the audit committee constituted by the Board of Directors of the Company from time to time under provisions of the Listing Regulations and Section 177 of the Companies Act, 2013

Board



implies Board of Directors of Asirvad Micro Finance Limited

Company



implies Asirvad Micro Finance Limited

Control

shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting  individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholder agreements or voting agreements or in any other manner.

Directors



implies all the Directors on the Board

ED



implies Executive Director of the Company

“Independent 
Director” or“ID”




implies a non- executive Director of the Company, other than a Nominee Director and who is neither a promoter nor belongs to the promoter group of the company, and who satisfies other criteria for independence mentioned in the Companies Act, 2013 and the Listing Regulations.

“Listing Regulations”



implies the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and amendments thereto



“Material Subsidiary”



implies a subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the Company and its  subsidiaries in the immediately preceding accounting year.

Policy



implies this policy on determination of Material Subsidiaries of theCompany

“Significant 
Transaction or 
Arrangement”


implies any individual transaction or arrangement that exceeds or is likelyto  exceed 10% of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted subsidiary for the immediately preceding accounting year.

Subsidiary

shall mean as defined under the Companies Act, 2013 Act and the Rulesmade thereunder.

Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, the  Listing Regulations, Securities Contract (Regulation) Act, 1956 or any other applicable law or regulation, as  amended from time to time.

1. PURPOSE OF THE POLICY 

The purpose of this Policy is determination of Material Subsidiaries and disclosure thereof as required  under the Listing Regulations. The Policy also intends to ensure governance of Material Subsidiary  companies by complying with directorship requirements, review of financial statements, bringing to  the attention of the Board certain transactions/arrangements, rules regarding disinvestment of shares  held by the Company and restrictions on selling/ disposing/ leasing of assets of such subsidiaries by  the Company. 

2. OBJECTIVE OF THE POLICY 

The objective of this Policy is to determine  

(a) meaning of Material Subsidiary 

(b) requirementof Independent Director in certain unlisted material subsidiaries, incorporated in India or not 

(c) Restriction on disposal of shares of Material Subsidiary by the Company (d) Restriction on disposal of assets of Material Subsidiary and  

(e) disclosure requirements, under the Listing Regulations, as amended, and any other laws and  regulations as may be applicable to the Company. 

3. INDEPENDENT DIRECTOR ON THE BOARD OF MATERIAL UNLISTED 

At least one Independent Director on the Board of the Company shall be a director on the board of  the unlisted Material Subsidiary, whether incorporated in India or not. 

Material Subsidiary, here, shall mean a subsidiary whose income or net worth exceeds 20% of the  consolidated income or net worth respectively, of the Company and its subsidiaries in the  immediately preceding accounting year. 

4. SIGNIFICANT TRANSACTIONS/ ARRANGEMENTS OF UNLISTED SUBSIDIARY COMPANIES 

The management should periodically submit to the Board a statement of all Significant Transactions and Arrangements entered into by the unlisted Subsidiary company.

5. RESTRICTION ON DISPOSAL OF SHARES OF MATERIAL SUBSIDIARY BY THECOMPANY 

The Company shall not dispose off shares in its Material Subsidiary which would reduce 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 such cases where divestment is made under a scheme of  arrangement duly approved by a court/ tribunal or under a resolution plan duly approved under  section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges  within one day of the resolution plan being approved. 

6. 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 dulyapproved under  section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved. 

7. REPORTING AND DISCLOSURE 

This Policy may be disclosed on the Company’s website. 

8. REVIEW OF THE POLICY 

This Policy shall be subject to review as may be deemed necessary as per any regulatory  amendments.