113 | Annual Report | 2024-2025 by the Audit Committee in the manner specified under the SEBI LODR Regulations, 2015and the provisions of the Companies Act, 2013. Only those members of the audit committee, who are independent directors, shall approve/recommend related party transactions. The Audit Committee shall consider all relevant factors while deliberating the related party transactions for its approval. However, remuneration and sitting fees paid by the Company to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require approval of the audit committee provided that the same is not material in terms of the provisions of sub-regulation (1) of regulation 23 of SEBI LODR Regulations, 2015 5.A.1 - Any member of the Committee who has a potential interest in any related party transaction will rescue himself and abstain from discussion and voting on the approval of the related party transaction. A related party transaction which is (i) not in the ordinary course of business, or (ii) not at arm’s length price, would require approval of the Board of Directors and of shareholders as discussed subsequently. 5.A.2 - The Audit Committee may grant Omnibus Approval for Related Party Transactions proposed to be entered into by the Company subject to the following conditions: i. It shall, after obtaining approval of the Board of Directors, lay down the criteria for granting the omnibus approval on annual basis in line with the Policy, which shall include the following, namely: (a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a year; (b) the maximum value per transaction which can be allowed; (c) extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus approval; (d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of the omnibus approval made; (e) transactions which cannot be subject to the omnibus approval by the Audit Committee. ii. The Audit Committee shall consider the following factors while specifying the criteria for making omnibus approval, namely: (a) repetitiveness of the transactions (in past or in future); (b) justification for the need of omnibus approval. iii. It shall satisfy itself regarding the need for such omnibus approval for transactions of repetitive nature and that such approval is in the interest of the Company. iv. Such omnibus approval shall specify – a) The name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into; b) The indicative base price / current contracted price and the formula for variation in the price if any, and c) any other information relevant or important for the Audit Committee to take a decision on the proposed transaction.
RkJQdWJsaXNoZXIy NTE5NzY=