|Name of the Member||Nature of Directorship||Designation in Committee|
|Mr. Shailesh Bajaj||Non Executive Independent Director||Chairman|
|Mr. Arvind Pande||Non Executive Independent Director||Member|
|Mr. Nidhi Sirwani||Whole-time Director||Member|
Nomination and Remuneration Committee:
|Name of the Member||Nature of Directorship||Designation in Committee|
|Mr. Manohar Sirwani||Non Executive Director||Chairman|
|Mr. Shailesh Bajaj||Non Executive Independent Director||Member|
|Mr. Arvind Pande||Non Executive Independent Director||Member|
Stakeholder’s Relationship Committee:
|Name of the Member||Nature of Directorship||Designation in Committee|
|Mr. Shailesh Bajaj||Non Executive Independent Director||Chairman|
|Mr. Harish Sirwani||Chairman & Managing Director||Member|
|Mrs. Nidhi Sirwani||Whole-time Director||Member|
- List of Creditors
As per the materiality as decided by the Board of Directors, outstanding dues as at August 31, 2018, owed to small scale undertakings, material dues to creditors and other dues to creditors separately, giving details of number of cases and aggregate amount for such dues is as under:
|Particulars||Number of cases||Amount Outstanding (in Lakhs)|
|Dues to small scale undertakings||Nil||Nil|
|Material dues to creditors||3||82.22|
|Other dues to creditors||12||3.05|
- Code of Conduct
- Related Party Policy
- Whistle Blower Policy
- Other Policies
- Company Secretary and Compliance Officer:
Mr. Mehul Shah
Plot No. F – 55, Addl. MIDC Area, Ajanta Road,
Jalgaon – 425003, Maharashtra
Tel No: +91 77965 42369
- Registrar to the Issue:
BIGSHARE SERVICES PRIVATE LIMITED
1st Floor, Bharat Tin Works Building
Opp. Vasant Oasis, Makwana Road
Marol, Andheri East, Mumbai – 400 059
Tel No.: +91 22 6263 8200
Fax No.: +91 22 6263 8299
Investor Grievance Email: email@example.com
Terms and Conditions
NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Policy In compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 and other applicable regulations of Securities And Exchange Board Of India (Listing Obligations and Disclosures Requirements (LODR)), 2015, as amended from time to time this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
Definitions: “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
“Key Managerial Personnel” means:
i. The Chief Executive Officer or the Managing Director, or the Manager;
ii. The Whole-time Director;
iii. The Chief Financial Officer;
iv. The Company Secretary; and
v. such other officer as may be prescribed.
“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.
Objective: The objective of the policy is to ensure that
a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goal.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall comprise of three or more non-executive directors out of which not less than one-half shall be independent directors.
Role of the Nomination and Remuneration Committee:
The role of the Committee will be the following:
a. To formulate criteria for determining qualifications, positive attributes and independence of a Director.
b. To formulate criteria for evaluation of Independent Directors and the Board.
c. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
d. To carry out evaluation of Director’s performance.
e. To recommend to the Board the appointment and removal of Directors and Senior Management.
f. To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
g. To devise a policy on Board diversity, composition, size.
h. Succession planning for replacing Key Executives and overseeing.
i. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
j. To perform such other functions as may be necessary or appropriate for the performance of its duties.
Appointment and Removal of Director, Key Managerial Personnel and Senior Management
a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
b. A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient /satisfactory for the position.
c. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
A. Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
B. Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
1. Remuneration to Managing Director /Whole-time Directors:
a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
2. Remuneration to Non- Executive /Independent Directors:
a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
i. The Services are rendered by such Director in his capacity as the professional; and
ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
3. Remuneration to Key Managerial Personnel and Senior Management:
a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.
b. The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
The Committee may Delegate any of its powers to one or more of its members.
The policy would be reviewed every year by the Nomination and Remuneration Committee of the Board of Directors
Policy Determination of materiality for disclosure of events or information
As per Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations), a listed entity is required to frame a policy for determination of materiality for disclosure of events or information to Stock Exchanges, on the basis of the criteria specified in sub regulation (4) of Regulation 30.
The objective of the policy is to determine materiality of events of information of the Company and to ensure that such information is adequately disseminated in accordance with provisions of the Regulations and to provide an overall governance framework for such determination of materiality.
2. EFFECTIVE DATE:
The policy is effective March 20, 2019.
3. EVENTS DEEMED TO BE MATERIAL
Events specified in Annexure A are deemed to be material events as per sub- regulation (2) of regulation 30 and the Company shall make disclosure of such events or information relating to such events to the Stock Exchange as per the provisions of the Regulations.
4. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR INFORMATION
The Company shall make disclosure of events as specified in Annexure B based on application of guidelines for determining materiality as per following criteria:
Events / Information shall be considered as Material if it meets any of the following criteria:
i. The omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;
ii. The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; and
iii. Any event/ information which is treated as being material in the opinion of the Board of Directors of the Company.
5. AUTHORITY FOR MAKING DISCLOSURES OF EVENTS OR INFORMATION
a) The Managing Director and Whole time Directors and CFO shall have authority to determine Materiality of any events specified in Annexure B on the basis of criteria mentioned in rule 4 above.
b) The Managing Director and Whole time Directors and CFO and Company Secretary are severally authorized to make necessary disclosures to the stock exchange(s).
The Board may subject to the applicable laws amend any provision(s) or substitute ay of the provision(s) with new provision(s) or replace the policy entirely with a new Policy.
7. DISSEMINATION OF POLICY
This policy shall be hosted on the website of the Company.
Summary of RONI HOUSEHOLDS LIMITED Vigil Mechanism
RONI HOUSEHOLDS LIMITED has implemented a Vigil Mechanism across the organization in compliance with the requirements of section 177 of the Companies Act, 2013 and the Rules prescribed there under and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Following is a summary, highlighting the features of the Whistle Blower Policy that comprises the Vigil Mechanism.
1. Under the Whistle Blower Policy (‘the Policy’), Employees and Directors of the Company and its subsidiaries can report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics, without fear of punishment for such disclosure or unfair treatment.
2. To facilitate an independent and unbiased investigation, the Company has designated the Internal Auditors (M/s Raju and Prasad, an Independent firm of Chartered Accountants) to receive and process complaints received under this Policy and in turn to report to the Chairman of the Audit Committee, who will place the same before the Audit Committee for its consideration and recommendations to the Management. A dedicated email id has been designated for this purpose and communicated to the employees.
3. The Policy covers all malpractices and all unethical, illegal or improper activities including but not limited to the following matters:
a. Abuse of authority
b. Negligence causing substantial and specific danger to public health and safety
c. Financial irregularities including fraud or suspected fraud
d. Criminal offence
e. Pilferation of confidential / proprietary information
f. Misappropriation of company funds / property
g. Breach of Code of Conduct & Ethics Policy
h. Sexual Harassment
i. Any other unethical or immoral or illegal events
4. The Policy provides for protection of whistle blowers against unfair treatment.
5. Investigations shall be carried out in an unbiased manner.
6. The Policy contains provisions for disciplinary action against malafide or malicious complaints.
CODE OF CONDUCT
ABOUT RONI HOUSEHOLDS LIMITED
RONI HOUSEHOLDS LIMITED (‘The Company’) considers Corporate Governance as an integral part of good management. The Company has adopted a Code of Business Conduct & Ethics (‘the Code’).
This Code is applicable to the Board of Directors and all Employees of the Company. The members of the Board of Directors and the members of the Senior Management of the Company are additionally required to affirm semi-annual compliance of this code. For the purpose of this Code, ‘Senior Management’ would comprise members of the management one level below the Board of Directors, including all functional heads.
This Code requires the Directors and Employees of the Company to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner and not to allow their independent judgement to be subordinated. Directors and Employees are expected to act in a manner to enhance and maintain the reputation of the Company.
The principles set forth in this Code are guiding in nature. The Directors and Employees may contact the Managing Director for assistance in interpreting the requirements of this Code.
Each Director and Employee must comply with the letter and spirit of this Code.
COMPLIANCE WITH LAW
Directors and Employees of the Company must respect and comply with all laws, rules and regulations of India and other countries in which the Company conducts its business. They should strive to keep themselves updated in relation to laws/statutory compliances applicable to their scope of work.
Directors and Employees of the Company must help to create and maintain a culture of high ethical and professional standards. They are also expected to:
Conduct business operations in compliance with competition laws and principles of fair market competition.
Not to conduct own selves in a manner as may bring disrepute to office or tarnish the reputation and image of the Company.
CONFLICT OF INTEREST
Directors and each Employee of the Company should endeavour to avoid any conflict of interests with the Company.
The Directors and each Employee of the Company must not allow personal interest to conflict with the interest of the Company or to come in the way of discharge of duties of office.
They should not engage in a business, commercial relationship or commercial activity with anyone who is a party to transaction(s) with the Company. Similarly they should not derive a personal benefit or a benefit to any of their relatives by making or influencing decisions relating to any transaction(s).
The Directors and each Employee of the Company should act in good faith, responsibly, with due care, competence and diligence. They should abstain from discussions, voting or otherwise influencing decisions on any matter that may come before the Board in which they may have a conflict or potential conflict of interest.
DUTIES OF INDEPENDENT DIRECTORS
The independent directors shall –
• Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside exports at the expense of the company;
• strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
• participate constructively and actively in the committees of the Board in which they are chairpersons or members;
• strive to attend the general meetings of the company;
• where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• keep themselves well informed about the company and the external environment in which it operates;
• not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
• ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
• acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
• not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
Each Director and Employee of the Company shall endeavour to deal fairly with the Company’s customers, suppliers, dealers, investors and competitors. No Director or Employee of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
GIFTS AND BUSINESS ENTERTAINMENT
The Directors and each Employee of the Company are prohibited from receiving, soliciting or offering any illegal or undue pecuniary or other advantage, (e.g. payments, remuneration, gifts, donation, hospitality) which are intended to obtain any improper business advantage. Directors and Employees of the Company may however, honour, accept and offer nominal gifts which are given customarily and are of a commemorative nature.
The Directors and Employees of the Company shall not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity.
The Directors and Employees of the Company are prohibited from:
• taking for themselves personally any opportunity that particularly belongs to the Company or is discovered through the use of corporate property, information, or position;
• using corporate property, information, or position for personal gain; and
• competing with the Company
The Directors and each Employee shall maintain a work environment free from sexual harassment, whether physical, verbal or psychological. Disciplinary action shall be taken against any Director / Employee found in breach of this Code, which may include civil or criminal prosecution before competent Court of Law. Directors and Employees shall in addition to this ‘Code’ also adhere to the Company’s Sexual Harassment Policy.
CORPORATE SOCIAL RESPONSIBILITY, HEALTH & SAFETY
The Company recognises its social responsibilities and aims at enhancing the quality of life of its workforce and their families. The Company pursues a clear policy dealing with employment practices, health and safety of its Employees. The Company provides working conditions, which are safe and healthy.
The Company strives to preserve the environment by striking a balance between economic growths and preservation of the environment with due concern for ecology.
EMAIL AND INTERNET
The Company provides email and internet facilities for the purpose of the Company’s business. Posting and disseminating Company’s information and data on Internet or voice mail or on private networks except for business exigencies is prohibited. The use of Internet facilities for accessing unauthorised, immoral websites from the computers provided by the Company is barred.
PROTECTION AND PROPER USE OF THE COMPANY’S ASSET
All Directors and Employees of the Company should protect the Company’s assets from theft, carelessness, and waste which will have direct impact on the Company’s profitability and to ensure their efficient use and restrain from using the Company’s property or position for personal gain.
The Company’s confidential information is a valuable asset. The Company’s confidential information includes product information, product plans and list of customers, dealers and Employees and financial information. All confidential information must be used for Company’s business purpose only. Every Director and Employee must safeguard confidential information acquired during their association with the Company. Confidential information, includes all non-public information that might be of use to competitors, or harmful to the Company, if disclosed.
The Directors and Employees of the Company must maintain confidentiality of the information and shall not use confidential knowledge for their direct or indirect personal advantage or for the advantage of any other entity in which they have a direct or indirect interest.
ACCURACY OF FINANCIAL RECORDS
To ensure that all documents are accurate, timely and are properly authorised. Financial records are to be maintained in compliance with applicable accounting and financial reporting standards as applicable to the Company.
The Whole-time Director(s) and each Employee shall ensure that the Company’s financial information furnished to the Government/Regulators/Financial Institutions are authentic and accurate.
Insider Trading is prohibited by both Law as well as by the Company’s policy.
Directors and their relatives as also Employees of the Company and their ‘immediate family’ shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company, which is not in the public domain and thus constitute insider information. Insider Trading invokes severe penalties under the Regulations issued in India under the Securities and Exchange Board of India (SEBI) Act, 1992. “Price sensitive information” is an information, which relates directly or indirectly to a Company and which, if published, is likely to materially affect the price of Securities of a Company. It is important to note that both positive and negative information could be price sensitive.
Such price sensitive information might include but is not limited to the following:
• Financial information such as profits, earnings and dividends;
• Announcement of new products, developments, etc.;
• Assets revaluation;
• Investment decisions/plan(s);
• Restructuring plans;`
• Raising finances;
• Major supplies and delivery agreements; and
• Acquisition/disinvestments of business(es) or units, etc.
The purpose of this policy is both to inform of the legal responsibilities and to make clear to the Directors and Employees of the Company that the misuse of sensitive information is contrary to Company’s policy and applicable securities regulation laws of India.
ADMINSTRATION AND WAIVER
This Code can be found on the Company’s website at http://www.ronihouseholds.com
Waiver of any provision of this Code for Director or any Employee of the Company may be granted only by the Board of Directors, upon recommendation of the Audit Committee and shall be promptly minuted with the reasons for such actions.
The Company commits itself to open, transparent, impartial and timely information to its shareholders, employees and other stakeholders.
All the communications to the financial analyst community and all inquiries from the press shall be handled only by the Corporate Communications Department or by a person authorised by the Managing Director.
Each Director and Employee of the Company is expected to monitor his or her personal compliance with this Code.
A Semi-Annual reaffirmation of compliance with this Code is required for all Directors and all members of the Senior Management. This re-affirmation should be submitted to the Secretarial Department in the month of April and October in each year.
REVIEW AND MODIFICATIONS
This Code of Business Conduct & Ethics may be reviewed, modified by the Company’s Audit Committee/Board of Directors as and when required or deemed necessary.
No outsider will have any right or recourse to any action or claim of whatsoever nature against any of the Directors or Employee(s) of the Company for the non-compliance of this Code of Business Conduct & Ethics.
POLICY ON RELATED PARTY TRANSACTIONS
Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 requires all the listed companies to formulate a policy on materiality of Related Party Transactions and also on dealing with related party transactions. Hence the Board of Directors of Roni Households Limited has, on the recommendation of Audit Committee, adopted the following policy and procedures with regard to Related Party Transactions as defined below. The said Policy includes the materiality threshold and the manner of dealing with Related Party Transactions (“Policy”) in compliance with the requirements of Section 188 of the Companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board of Directors has also reviewed the requirements of Domestic Transfer Pricing Regulations and Accounting Standards 18 requirements of Related Party Transactions.
The Audit Committee will review and may amend this policy from time to time. This policy will be applicable to the Company. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable to the Company.
2. Purpose/Objective of the Policy
This Policy is framed largely based on the listing agreement entered by the Company with the stock exchanges and primarily aimed towards the conduct of good governance, adequate transparency in the related party transactions.
This Policy is intended to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
a. Board of Directors means Board of Directors of Roni Households Limited.
b. Company means Roni Households Limited.
c. Policy means policy on related part transactions.
d. Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the Company.
e. Related Party means following: An entity shall be considered as related to the Company if:
i. such entity is a related party under Section 2(76) of the Companies Act, 2013; or
ii. such entity is a related party under the applicable accounting standards.
i. With reference to any person, anyone who is related to another, if:
a) They are members of a Hindu Undivided Family;
b) They are husband and wife; or
ii. A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:-
a. Father including step-father
b. Mother including step-mother
c. Son including step-son
d. Son’s wife e. Daughter
f. Daughter’s husband
g. Brother including step-brother
h. Sister including step-sister
g. Related Party Transactions
(i) Under Regulation 23-
A related party transaction is a transfer of resources, services or obligations between a company and a Related Party, regardless of whether a price is charged. A “transaction" with a related party shall be construed to include single transaction or a group of transactions in a contract.
(ii) Under Section 188 of the Act –
Any contract or arrangement with respect to the following shall be considered as a Related Party Transaction:
• sale, purchase or supply of any goods or materials;
• selling or otherwise disposing of, or buying, property of any kind;
• leasing of property of any kind;
• availing or rendering of any services;
• appointment of any agent for purchase or sale of goods, materials, services or property;
• appointment of a person to any office or place of profit in the company, its subsidiary company or associate company;
• under writing the subscription of any securities or derivatives thereof, of the Company;
(I) Arms’ length transaction – Section 188 (1)
The expression “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.
(II) Office or place of profit – Section 188 (1)
Office or place of profit means any office or place of profit:
is held by a director, if the director holding it receives from the company anything by way of remuneration, over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;
is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise.
All proposed Related Party Transactions must be reported to the Audit Committee for its approval prior to initiation of actual transaction in accordance with this Policy. The Audit Committee shall periodically review this Policy and may recommend amendments to this Policy, from time to time, as it may deem fit/appropriate
4.1. Identification of Potential Related Party and Transactions Each Director and Key Managerial Personnel is responsible for providing Notice to the Audit Committee/Board of any potential Related Party Transaction involving him/her or his or her relative, including any additional information about the transaction that the Board/Audit Committee may request. The Board shall record the disclosure of Interest and the Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy. The Company has to receive such notice of any potential Related Party Transaction well in advance so that the Audit Committee has adequate time to obtain and review information about the proposed transaction.
4.2. Review and approval of Related Party Transactions All Related Party Transactions shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolution by way of circulation or through electronic mode. A member of the Committee who has a potential interest in any Related Party Transaction will abstain from discussion and voting on the approval of the Related Party Transaction and shall not be counted for the purpose of quorum, when such transaction is being considered. The Committee will be provided with all relevant material information of the Related Party Transaction while reviewing a Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters.
4.3. Consideration by the Audit Committee while approving Related Party Transactions While determining any Transaction, the Committee will consider the following factors, among others, to the extent relevant to the Related Party Transaction:
a. Whether the terms of the Related Party Transaction is in the ordinary course of business and on arm’s length basis;
b. Whether there are any undue business reasons for the Company to enter into Related Party Transaction and the nature of alternative transactions, if any;
c. Whether the Related Party Transaction would affect the independence of the directors/KMP;
d. Whether the proposed transaction includes any potential reputational risk that may arise as a result of or in connection with the proposed transaction;
e. Where the ratification of the Related Party Transaction is allowed by law and is sought from the Committee, the reason for not obtaining the prior approval of the Committee and the relevance of business urgency and whether subsequent ratification would be detrimental to the Company; and
f. Whether the Related Party transaction would present an improper conflict of interest for any director/KMP, taking into account the size of the transaction, the overall financial position of the director, Executive Officer or other Related Party, the direct or indirect nature of the director’s/KMP’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.
In case of ongoing Related Party Transactions, the Audit Committee may establish guidelines for the management to follow for such ongoing dealings with Related Parties. The Committee shall periodically review and assess such ongoing relationships with Related Parties. Any material amendment, renewal or extension of a transaction, arrangement or relationship previously reviewed under this Policy shall also be subject to subsequent review under this Policy.
The Committee while considering the arm’s length nature of any transaction, shall take into account the facts and circumstances as were applicable at the time of entering into such transactions with Related Party. The Committee shall take into consideration that subsequent events like evolving business strategies/short term commercial decisions to improve/sustain the Company’s market share, changing market dynamics, local competitive scenario, economic/regulatory conditions affecting the global/domestic infrastructure industry impacting the Company’s profitability but which may not have a bearing on the otherwise arm’s length nature of the transaction.
4.4. Omnibus approval by Audit Committee
In case of any repetitive/frequent/regular transactions which are in the normal course of business of the Company, the Audit Committee may grant omnibus approval for such proposed transactions to be entered into by the Company. While granting the approval the Audit Committee shall satisfy itself of the need for such omnibus approval and that the same is in the interests of the Company. The omnibus approval shall specify the following:
a. Name of the related party;
b. Nature of the transaction;
c. Period of the transaction;
d. Maximum amount of the transactions that can be entered into;
e. Indicative base price / current contracted price and formula for variation in price, if any; and
f. Such other conditions as the Audit Committee may deem fit.
Such transactions will be deemed to be pre-approved and may not require any further approval of the Audit Committee for each specific transaction unless the price, value or material terms of the contract or arrangement have been varied or amended. Any proposed variations or amendments to these factors shall require a prior approval of the Committee. Further, where the need of the related party transaction cannot be foreseen and the aforesaid details are not available, the Audit Committee may grant omnibus approval for such transactions, subject to their value not exceeding Rs.1,00,00,000/- (Rupees One Crore only) per transaction, details of which shall be reported at the next meeting of the Audit Committee for ratification. The Audit Committee shall on an quarterly basis review and assess such transactions, including the limits to ensure that the same is in compliance with this Policy. The omnibus approval shall be valid for a period not exceeding one year and shall require fresh approval after expiry of one year.
4.5. Approval of the Board of Directors Transactions with related parties within the scope of Section 188 of the Companies Act, 2013 which are not in the ordinary course of business nor at arm’s length basis, shall requires Board’s approval.
4.6. Approval of the Shareholders of the Company All the transactions with related parties meeting the materiality thresholds, as per the Company’s Policy, needs to be placed before the shareholders for its approval. All entities falling under the definition of related parties shall abstain from voting irrespective of whether the entity is a party to the particular transaction or not. 4 In addition to the above, all kinds of transactions specified under Section 188 of the Act which – (a) are not in the ordinary course of business and at arm’s length basis; and (b) exceed the thresholds laid down in Companies (Meetings of Board and its Powers) Rules, 2014 shall be placed before the shareholders for its approval.
4.7. Decision regarding transaction in ordinary course of business and on arm’s length basis The Audit Committee or the Board shall, in respect of the related party transactions referred to them for approval, shall after considering the materials placed before them, shall judge if the transaction is the ordinary course of business or at arm’s length basis. In case the Audit Committee is not able to arrive at such a decision, the same shall be referred to the Board, which shall decide if the transaction is the ordinary course of business or at arm’s length basis. In case the Board is not able to arrive at such a decision, the same shall be decided by the Independent Directors, whose decision shall be final.
4.8. Material Related Party Transaction A transaction with a related party shall be considered to material if the transaction / transactions to be entered into individually or taken together with previoustransactions during a financial year exceeds ten percent of the consolidated annual turnover of the Company
5. Exceptions Following transactions shall not require separate approval under this policy:
1. Any transaction pertaining to appointment and remuneration of Directors and KMPs that has already been approved by the Nomination and Remuneration Committee of the Company or the Board;
2. Transactions that have been approved by the Board under the specific provisions of the Companies Act, e.g. inter-corporate deposits, borrowings, investments with or in wholly owned subsidiaries or other Related Parties;
3. Payment of Dividend;
4. Contribution to Corporate Social Responsibility (CSR), subject to approval of CSR Committee and within the overall limits approved by the Board of Directors of the Company.
6. RELATED PARTY TRANSACTIONS NOT PREVIOUSLY APPROVED
In the event the Company becomes aware of a Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Committee shall consider all the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy and failure of the internal control systems, and shall take any such remedial action that it may deem appropriate.
In any case, where the Committee determines not to ratify a Related Party Transaction that has been commenced without approval, the Committee, as appropriate, may direct additional actions including, but not limited to, discontinuation of the transaction or seeking the approval of the shareholders, payment of compensation for the loss suffered by the related party, etc. In connection with any review of a Related Party Transaction, the Committee has authority to modify or waive any procedural requirements of this Policy. This Policy will be communicated to all operational employees and other concerned persons of the Company and shall be placed on the website of the Company at ____________________.
Every Related Party Transaction entered into by the Company shall be disclosed in the Directors’ Report on an annual basis and also as part of the financial statements of the Company, along with justification for entering into such transaction.
8. AMENDMENTS AND UPDATIONS
The Audit Committee periodically shall review this Policy and may recommend amendments to this Policy from time to time, as it deems appropriate. In addition to guidelines for ongoing Related Party Transactions, the Audit Committee may, as it deems appropriate and reasonable, establish from time to time guidelines regarding the review of other Related Party Transactions. The Board shall have the power to amend any of the provisions of this Policy, substitute any of the provisions with a new provision or replace this Policy entirely with a new Policy.
In the event of any conflict between the provisions of this Policy and of the Companies Act, 2013 or any other statutory enactments, rules/Listing Agreement then the provisions of the Companies Act, 2013 or statutory enactments, rules or the Listing Agreement shall prevail over this Policy. Any words used in this policy but not defined herein shall have the same meaning ascribed to it in the Companies Act, 2013 or Rules made there under, SEBI Act or Rules and Regulations made there under, Listing Agreement, Accounting Standards or any other relevant legislation/law applicable to the Company.
In case of any dispute or difference upon the meaning/interpretation of any word or provision in this Policy, the same shall be referred to the Audit Committee for its decision. In interpreting such term/provision, the Audit Committee may seek the help of any of the officers of the Company or an outside expert, as it deems fit.
DETAILS OF DESIGNATED OFFICIALS RESPONSIBLE TO ASSIST AND HANDLE INVESTOR’S GRIEVANCES
Mr. Mehul Kumar Harilal Shah
Company Secretary and Compliance Officer
Add.: Plot No. F – 55, ADDL.
MIDC Area Ajanta Road,
Jalgaon, Maharashtra, 425003, India.
Tel No.: 9766550033