| 114 Annual Report | 2024-2025 Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 (One) Crore per transaction. v. It shall review, at least on a quarterly basis, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given. vi. Such omnibus approvals shall be valid for a period not exceeding 1 (one) financial year and shall require fresh approvals after the expiry of 1 (one) financial year. vii. Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company. viii. Any other conditions as laid down in SEBI LODR Regulations, 2015 and the Audit Committee may deem fit. 5.A.3 - A related party transaction entered into by the Company, which is not under the omnibus approval or otherwise preapproved by the Committee, will be placed before the Committee for ratification. The members of the audit committee, who are independent directors, may ratify related party transactions within three months from the date of the transaction or in the immediate next meeting of the audit committee, whichever is earlier, subject to the following conditions: (i) the value of the ratified transaction(s) with a related party, whether entered into individually or taken together, during a financial year shall not exceed rupees one crore; (ii) the transaction is not material in terms of the provisions of sub-regulation (1) of this regulation; (iii) rationale for inability to seek prior approval for the transaction shall be placed before the audit committee at the time of seeking ratification; (iv) the details of ratification shall be disclosed along with the disclosures of related party transactions in terms of the provisions of sub-regulation (9) of this regulation; (v) any other condition as specified by the audit committee: Provided that failure to seek ratification of the audit committee shall render the transaction voidable at the option of the audit committee and if the transaction is with a related party to any director, or is authorised by any other director, the director(s) concerned shall indemnify the listed entity against any loss incurred by it.” 5.A.4 - The Company shall provide all information as provided under Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 to the Audit Committee/ shareholders, when approval on a Related Party Transaction is sought. 5.A.5 - The Audit Committee shall review the following while approving the Related Party Transactions as specified above: a) Whether the transaction is in the ordinary course of business and on an arms’ length basis? b) The reasons for entering into the transaction and the consequences of entering into the said transaction, with an unrelated party. c) Whether there is any conflict of interest for any director or Key Managerial Personnel? Annexures to Director’s Report
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