103 | Annual Report | 2025-2026 31 of the Insolvency and Bankruptcy Code, 2016, subject to the event being disclosed at the Stock Exchanges within 1 (one) day of the resolution plan being approved. Further, as clarified by SEBI via circular SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April 8, 2022, the shareholders’ approval of omnibus RPTs approved in an AGM shall be valid upto the date of the next AGM for a period not exceeding fifteen months. C.2 - In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the Company would obtain post facto approval from the Audit Committee, the Board and/or shareholders as required under applicable laws/ regulations. In case the Company is not able to take such prior approval from the Audit Committee, the Board and/or shareholders, such a transaction shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as post facto approval is obtained as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this policy. In addition to the above, all kinds of transactions specified under Section 188 of the Act which exceeds the thresholds laid down in the Companies (Meetings of Board and its Powers) Rules, 2014 and all material related party transactions as per Regulation 23 of the SEBI LODR Regulations shall be placed before the shareholders for their approval. D. 1. Transactions with a Related Party covered under Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014, shall be governed by the respective limits provided under the said rules. 2. Transactions with a Related Party covered under Regulation 23(1) and (1A) of the SEBI LODR Regulations. The approval policy framework is given below: Audit Committee Approval (only those members who are Independent Directors) Board approval Shareholders’ approval All Related Party Transactions Related Party Transactions referred by the Audit Committee for approval of the Board. Related Party Transactions not in the ordinary course of business and not on arm’s length basis. Material and subsequent material modification related party transactions not in the Ordinary Course of Business and/or not at Arm’s length basis and/or exceeds the prescribed threshold limit as per the Act and as per Regulation 23 of the SEBI LODR Regulations. E. Evaluation Process of Related Party Transactions 1. To approve a Related Party Transaction, the Committee/ Board/ Shareholders, shall be provided all relevant material information of such transaction, including the terms and such other details as required under the Act, the SEBI LODR Regulations or by the Audit Committee/ Board, as the case may be. While approving a Related Party Transaction, the Audit Committee/ Board will consider the following factors, among others, to the extent relevant: a. whether the terms on which Related Party Transaction is proposed are fair and on arm’s length basis to the Company; b. whether the Related Party Transaction would affect the independence of an independent director; c. whether the Related Party Transaction includes any potential reputational risk that may arise as a result of or in connection with the proposed transaction; and d. whether the Related Party Transaction would present conflict of interest for any Director or KMP of the Company.
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