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    Related Party Transaction Policy  

 RELATED PARTY TRANSACTION POLICY

1. Preamble

The Board of Directors (the “Board”) of Standard Capital Markets Limited. (the “Company”), has

adopted the following policy and procedures with regard to Related Party Transactions as

defined below. The Audit Committee will review and may amend this policy from time to

time.

 

2. Purpose

  

This policy is framed as per requirement of Clause 49 of the Listing Agreement entered by

the Company with the BSE Limited and intended to ensure the proper approval and

reporting of transactions between the Company and its Related Parties. The Company is

required to disclose each year in the Financial Statements certain transactions between the

Company and Related Parties as well as policies concerning transactions with Related

Parties.

  

3. Definitions

 

Arm’s Length Transactions shall mean the transactions carried out between the Related

Parties as if they are not related to each other avoiding the ‘Conflict of Interest’.

 

Audit Committee or Committee means Committee of Board of Directors of the Company

constituted under provisions of Listing agreement and Companies Act, 2013.  

 

Board means Board of Directors of the Company

  

Control shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011

  

Key Managerial Personnel means key managerial personnel as defined under the

Companies Act, 2013 and includes  

(i) Managing Director, or Chief Executive Officer or manager and in their absence, a whole‐

        time director;  

(ii) Company Secretary; and  

(iii) Chief Financial Officer

  

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.

  

Policy means Related Party Transaction Policy.

 

 Related Party means for the purpose of Clause 49, an entity shall be considered as related

to the Company if:

  

1. such entity is a related party under Section 2(76) of the Companies Act, 2013 which are as

follows:  

(i) a director or his relative ;  

(ii) a key managerial personnel or his relative ;  

(iii) a firm, in which a director, manager or his relative is a partner ;  

(iv) a private company in which a director or manager is a member or director ;  

(v) a public company in which a director or manager is a director or holds along with his

relatives, more than two per cent of its paid‐up share capital ;  

(vi) any body corporate whose Board of directors, managing director, or manager is

accustomed to act in accordance with the advice, directions or instructions of a

director or manager ;  

(vii) any person under whose advice, directions or instructions a director or manager is

accustomed to act :  

Provided that nothing in sub‐clauses (vi) and (vii) shall apply to the advice, directions

or instructions given in a professional capacity;  

(viii) any company which is –  

         (A) a holding, subsidiary or an associate company of such company ; or  

      (B) a subsidiary of a holding company to which it is also a subsidiary ;  

(ix) Director or key managerial personnel of the holding company or his relative with

reference to a company; or  

2. such entity is a related party under the applicable accounting standards

 

Related Party Transaction means any transaction directly or indirectly involving any Related

Party which is a transfer of resources, services or obligations between a company and a

related party, regardless of whether a price is charged.

  

Relative means relative as defined under the Companies Act, 2013 and includes any one

who is related to another, if –  

-They are members of a Hindu undivided family ;  

- They are husband and wife ; or  

- Father (including step‐father)  

- Mother ( including step‐mother)  

- Son ( including step‐son)  

- Son’s wife  

- Daughter  

- Daughter’s husband  

- Brother ( including step‐brother)  

- Sister (including step‐sister)

 4. Policy

All Related Party Transactions must be reported to the Audit Committee and referred for

approval by the Committee and Board in accordance with this Policy.  

 

4.1 Identification of Potential Related Party Transactions

 

(a) Each Director, Key Managerial Personnel whenever wishes to enter into a related party

transactions with the Company involving either him/her or his/her relative, shall give a notice to the Company along with all relevant details and documents.  

 

(b) Associate, Subsidiary Company shall be as per the list mentioned in the Annual Report of

the Company. Notice should be given for any new addition to the list by Accounts Departments.

 

(c) Notice of any related party transactions, referred above shall be given well in advance so that the Company has adequate time to obtain additional information or documents about the proposed related party transactions, if necessary, which is required to be placed before the Audit Committee to enable it to approve the said transactions.

 

4.2  Approval Process of Related Party Transactions

 

Audit Committee

 

Every Related Party Transaction shall be subject to the prior approval of Audit Committee. In the case of frequent / regular / repetitive transactions which are in the normal course of business of the Company, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

  

a. The Audit Committee shall satisfy itself the need for such omnibus approval and that

such approval is in the interest of the company;

  

b. Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit;

  

c. Audit Committee shall review, atleast on a quarterly basis, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given.

 

 d. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year  

 

Any 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.  

 

Board

 

Every Related Party Transaction shall be subject to the approval of the Board. Any member of the Board who has a potential interest in any Related Party Transaction will abstain from discussion and voting on the approval of the Related Party Transaction.  

 

Shareholders

 

All Material Related Party Transaction, shall require approval of the shareholders by way of special resolution irrespective of the fact whether the transaction, contract or arrangement is in the ordinary course of business or at arm length or both and the Related Parties shall abstain from voting on such resolutions.  

 

All Related Party Transactions other than Material Related Party Transaction, which are not in the ordinary course of business or not at arm's length shall also require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution.

 

4.3 Review of Related Party Transaction

 

To review a Related Party Transaction, following information of the Related Party Transaction shall be provided:

- The name of the related party and nature of relationship;

- The nature and duration of the Contract and particulars of the Contract or arrangement;

- The material terms of the Contract or an agreement including the value, if any;

- Any advance paid or received for a contract or arrangement, if any;

- The manner of determining the pricing and other commercial terms, both included as

-art of contract and not considered as a part of the contract;

- Whether all factors relevant to the contract have been considered, if not, the details of

-actors not considered with rationale for not considering those factors; and

- Any other information relevant or important for the Audit Committee and/or Board to

take decision on proposed transaction.

 

In determining whether to approve a Related Party Transaction, following factors, among others, to the extent relevant to the Related Party Transaction will be taken into account:   Whether the terms of the Related Party Transaction are in the ordinary course of the Company’s business  and on arms’ length basis;

 

- Whether the Related Party Transaction would affect the independence of an

independent director;  

- Whether the Related Party Transaction would present an improper conflict of interest

for any director or Key Managerial Personnel of the Company and any other factors the

Board/Committee deems relevant.

 

5. Related Party Transactions not approved under this Policy

 

Where any contract or arrangement is entered into, without obtaining the consent of the

Audit Committee, Board or approval by a Special Resolution in the General Meeting and if it

is not ratified by the Board or, as the case may be, by the shareholders at a meeting within

three months from the date on which such contract or arrangement was entered into, such

contract or arrangement shall be voidable at the option of the Board.

 

 6. Disclosures

 

- Details of all material transactions with related parties shall be disclosed quarterly along

with the compliance report on corporate governance.  

- The Company shall disclose the policy on dealing with Related Party Transactions on its

website and a web link thereto shall be provided in the Annual Report  

This Policy will be communicated to all operational employees and other concerned persons of the Company.