1. Purpose and Scope:

The Policy for determining ‘material’ subsidiary companies has been framed in accordance with the  provisions of clause 49(V)(D) of the Listing Agreement.

The Policy will be used to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectively assigned to them under the Listing Agreement and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

2. Identification of ‘Material’ subsidiary:

A subsidiary shall be considered as material if –

1. a. the investment of the Company in the subsidiary exceeds 20 per cent of its consolidated net worth as per the audited balance sheet of the previous financial year or,
2. b. if the subsidiary has generated 20 per cent of the consolidated income of the Company 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 per cent of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding financial year.

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 per cent of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding financial year.

3. Governance framework:

1. i. The Audit Committee of Board of the Company shall review the financial statements, in particular, the investments made by the unlisted subsidiary Company.
2. ii. The minutes of the Board Meetings of the Unlisted Subsidiary Companies shall be placed before the Board of the Company.
3. iii. 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.
4. iv. One Independent Director of the Company shall be a director on the Board of the Material Non-Listed Indian Subsidiary Company.

4. Disposal of Material Subsidiary:

The Company shall not:

1. a. dispose of 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 such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
2. b. 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 shareholders by way of special resolution, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal.

5. Policy Review:

This Policy shall be subject to review as may be deemed necessary and in accordance with any regulatory amendments.

1. (j) the email address for grievance redressal and other relevant details; cs@nsml.in; info@nsml.in; akmittal.nsml@gmail.com
2. (k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances;t details; akmittal.nsml@gmail.com; cs@nsml.in
   01734-277388
3. (l) financial information including:
   
   1. (i) notice of meeting of the board of directors where financial results shall be discussed;
   2. (ii)financial results, on conclusion of the meeting of the board of directors where the financial results were approved;
   3. (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;
4. (m) shareholding pattern;
5. (n)details of agreements entered into with the media companies and/or their associates, etc;
6. (o)schedule of analyst or institutional investor meet and presentations made 41 by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange;
7. (p)new name and the old name of the listed entity for a continuous period of one year, from the date of the last name change;
8. (q)items in sub-regulation (1) of regulation 47