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RELATED PARTY TRANSACTIONS POLICY1. PREFACE1.1 Section 188 of the Companies Act 2013 (the Act) and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) provide that a listed Company shall formulate a policy on materiality of related party transactions and also on dealing with Related Party Transactions. 1.2 Company understands the importance of stakeholder’s confidence and trust in the Company. In order to preserve it with transparency and to ensure that there is no conflict of interest causing any apprehension in the minds of its stakeholders, the Board of Directors of the Company, acting upon the recommendations of its Audit Committee (“the Committee”), has proposed to adopt a policy and procedures with respect to Related Party Transactions (Related Party Policy) of the Company. 1.3 The Related Party Policy will be placed on the Company’s website at www.sakthisugars.com 2. PRIMARY OBJECTIVEThe primary objective of the policy is not only to be in the best interests of its stakeholders but also in due compliance with the requirements of the Companies Act and other applicable laws of the country. Further, as per Regulation 23 of the Listing Regulations, a policy needs to be formulated to deal with Related Party Transactions including formulating a policy on materiality of Related Party Transaction. This policy lays down the mechanism to deal with Related Party Transactions.
3. DEFINITIONSFor the purpose of this policy: 3.1 “Act” means the Companies Act 2013. 3.2 “Arm’s length transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. 3.3. “Material Related Party Transactions” means ‘Related Party Transactions’ that fulfil the condition specified in Explanation to Regulation 23(1) or in Regulation 23(1A) of the Listing Regulations as modified from time to time. 3.4. “Related Party” means a related party as defined in section 2(76) of the Act or in Regulation 2(1)(zb) of the Listing Regulations. 3.5. “Related Party Transaction” or “RPT” means transactions as given under clause (a) to (g) of Section 188(1) of the Companies Act 2013 and also as defined in Regulation 2(1)(zc) of the Listing Regulations. These include sale, purchase, leasing or supply of goods or property, availing / rendering of any services, appointment of agents for any of the above and underwriting of securities, regardless of whether a price is charged or not.
4. APPROVAL OF RPT BY AUDIT COMMITTEE4.1. All RPTs shall require prior approval of Audit Committee of the Company irrespective of its materiality. The Audit Committee shall also approve any subsequent modification of RPTs. 4.2. The Audit Committee shall consider the following before approving a RPT:
4.3. The Audit Committee can grant omnibus approval for RPTs proposed to be entered into by the Company, subject to the following conditions:
5. APPROVAL OF RPT BY BOARDThe Board will approve all RPTs which are not at arm’s length and / or which are not in the ordinary course of business and/or RPTs that are not approved by the Audit Committee, but are within the threshold limits specified in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules 2014. 6. APPROVAL OF RPTS BY BOARD AND MEMBERSAll Related Party Transactions which are not at arm’s length falling within the scope of Section 188 (1) of the Companies Act 2013 and the values of which are in excess of the limits specified in Rule 15(3) would require prior approval of the shareholders, based on recommendation of the Board, through a resolution. No related party who is a party to the transaction shall vote to approve the relevant transaction. In respect of Material Related Party Transactions requiring approval of the shareholders under Regulation 23(4) of the Listing Regulations, no related party shall vote to approve the relevant transaction irrespective of whether the related party is a party to the particular transaction or not. 7. DISCLOSURE BY INTERESTED DIRECTORS / KMPS7.1 Every Director and Key Managerial Personnel of the Company shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in the prescribed form. 7.2 Every director and Key Managerial Personnel of the company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement being discussed at the meeting of the Board, such director shall disclose his concern or interest at the meeting of the Board in which such contract or arrangement is discussed and shall not participate in such meeting.
8.OTHER DISCLOSURESAppropriate disclosures as required under the Act and the Listing Regulations will be made in the Annual Return, Board’s Report and information to the Stock Exchanges and to publish the same in the Company’s website.
9. REVIEW OF THE POLICYThe Related Party Policy and the threshold limits will be reviewed by the Board as and when necessary, not being less than once in every three years in tune with the regulatory requirements. |