POLICY ON RELATED
PARTY TRANSACTION
[Pursuant to
Companies Act, 2013 and Rules made thereunder and Regulation 23 of the SEBI
(Listing
Obligations and Disclosure Requirements) Regulations, 2015]
1. Background
Nicco Uco Alliance Credit Limited (“the Company”) is
governed, amongst others, by the
Companies Act, 2013 and the rules framed thereunder, as
amended (“Act”), and regulations
framed by Securities and Exchange Board of India (“SEBI”).
The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
(“Listing Regulations”) has mandated
every listed company to formulate a policy on materiality of
Related Party Transactions and on
dealing with Related Party Transactions (“the Policy”).
Accordingly, the Company has formulated this Policy. This
Policy regulates all transactions
between the Company and its Related Parties. This amended
policy effective from 11th November,
2024.
2. Definitions
a) “Applicable Law” includes (a) the Act and rules made
thereunder, as amended from time to
time; (b) the SEBI LODR, as amended from time to time; (c)
Indian Accounting Standards; and
(d) any other statute, law, standards, regulations or other
governmental circulars, notifications
or instructions (including circulars, notifications and
guidance issued by the Securities and
Exchange Board of India from time to time) relating to
Related Party Transactions as may be
applicable to the Company.
b) “Arm’s length transaction” means a transaction between
two Related Parties that is
conducted as if they are unrelated, so that there is no
conflict of interest.
c) “Related Party” means a person or an entity defined as
related party under the Act or SEBI
LODR.
d) “Related Party Transaction or RPT” means a transaction
defined as a related party
transaction under the Act or SEBI LODR.
e) “Relative” is any person as defined under Section
2(77) of the Act and rules prescribed
thereunder.
The words and expressions used but not defined in this
Policy, shall have the same meaning as
defined in the Companies Act, 2013, SEBI Listing Regulations
or any other applicable law or
regulation, as amended from time to time.
3. Identification of Related Parties and the Related
Party Transaction
Every promoter, director and key managerial personnel (KMP)
of the Company and its
subsidiaries/ Joint venture shall:
a. at the time of appointment;
b. periodically – as required by the Company or applicable
law
c. whenever there is any change in the information already
submitted,
provide requisite information about his / her Relatives and
all firms, companies, body corporates,
or other association of individuals, in which such promoter,
director or KMP is interested, whether
directly or indirectly, to the Company or the subsidiary/
Joint venture (as the case may be). Every
such promoter, director and KMP shall also provide any
additional information about the
transaction that the Board /Audit Committee may reasonably request.
4. Review and approval of Related Party Transactions
Approval of Related Party Transactions:
A. Audit Committee
i. All the transactions which are identified as Related
Party Transactions and subsequent
modifications thereof shall be approved by the Audit
Committee in the manner specified
under the Listing Regulations. The Audit Committee shall
consider all relevant factors while
deliberating the Related Party Transactions for its
approval.
ii. Any member of the Audit Committee who has a potential
interest in any Related Party
Transaction shall recuse 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 basis, would
require approval of the Board or
of shareholders, as detailed in subsequent paragraphs.
iii. The Audit Committee may grant omnibus approval for
Related Party Transactions which are
repetitive in nature and subject to such criteria /
conditions as mentioned under the Act and
the Listing Regulations and such other conditions as it may
consider necessary in line with
this Policy and in the interest of the Company.
iv. The Audit Committee shall review, on a quarterly basis,
the details of Related Party
Transactions and Material modifications thereof, entered
into by the Company pursuant to
the omnibus approval. Certain procedural aspects concerning
review of a Related Party
Transaction may be modified or waived by the Committee, at
its discretion.
v. Such omnibus approval shall be valid for a period not
exceeding one year and shall require
fresh approval after the expiry of one year.
vi. A Related Party Transaction entered into by the Company,
which is not under the omnibus
approval or otherwise pre-approved by the Audit Committee,
will be placed before the Audit
Committee for consideration, and ratification, if
appropriate.
vii. The Audit Committee shall also pre-approve Related
Party Transactions, where the
Company is not a party, but the Company’s subsidiary is a
party, if the value of such
transaction crosses the thresholds as prescribed under the
Listing Regulations.
B. Board of Directors
In case any Related Party Transactions are referred by the
Company to the Board for its
approval due to the transaction being (i) not in the
ordinary course of business, or (ii) not at an
arm’s length basis, the Board will inter alia consider
factors such as, nature of the transaction,
material terms, the manner of determining the pricing and
the business rationale for entering
into such transaction and any other information the Board
may deem important/relevant for
taking decision on a proposed transaction. On such
consideration, the Board may approve the
transaction or may require such modifications to transaction
terms as it deems appropriate
under the circumstances. Any member of the Board who has any
interest in any Related Party
Transaction will recuse himself and abstain from discussion
and voting on the approval of the
Related Party Transaction.
C. Shareholders
i. If a Related Party Transaction is (i) a material
transaction as per Regulation 23 of the Listing
Regulations, or (ii) not in the ordinary course of business,
or not at arm’s length basis and
exceeds certain thresholds prescribed under the Act, then
such Related Party Transaction
and any subsequent Material modification thereto, shall
require shareholders’ approval by a
resolution. In such case, any member of the Company who is a
Related Party, irrespective of
being related to the said transaction or not, shall not vote
on resolution passed for approving
such Related Party Transaction.
ii. The provisions of Regulation 23(2), (3) and (4) of the
Listing Regulations shall not be
applicable in case of transactions entered into between a
holding company and its wholly
owned subsidiary and between two wholly-owned subsidiaries,
whose accounts are
consolidated with such holding company and placed before the
shareholders at the general
meeting for approval.
iii. 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 seek post facto approval from the Audit Committee, the
Board and/or shareholders as
required under applicable laws/ regulations.
Reporting of Related Party Transaction
i. Every contract or arrangement, which is required to be
approved by the Board or the
shareholders under this Policy, shall be referred to in the
Board’s report to the shareholders
along with the justification for entering into such contract
or arrangement.
ii. The details of all transactions with Related Parties
shall be submitted, in the prescribed
format to the stock exchanges, and requisite disclosures
shall be made in other public
documents/certificates as legally required, in the manner
and as per the timelines set out in
the Listing Regulations and the same shall be published on
the Company’s website.
5. Limitation, Review and Amendment
In the event of any conflict between the provisions of this
Policy and of the Act or the Listing
Regulations or any other legal requirement (“Applicable
Law”), the provisions of Applicable Law
shall prevail over this Policy. Any subsequent amendment /
modification to the Applicable Law
shall automatically apply to this Policy.
The Board may review this Policy periodically (and at least
once every three years) and make
amendments from time to time, as may be deemed necessary
(including based on
recommendation(s) of the Audit Committee).
6. Disclosure of the Policy
This Policy will be uploaded on the website of the Company
and a web link thereto shall be
provided in the annual report.