RELATED PARTY TRANSACTIONS:
A related party is an entity or a person that is company related. Parties are considered to be related if one party has to control another’s ability or significant exercise over the other party influence, indirectly or directly in financial making or operating decisions and includes the following:
A close member or person of that person’s family is related to a company if that person:
a, is a party related under Companies Act Section 2(76), 2013; or
b has control or joint control or significant company influence or
is a personnel company management key or of the parent company; or
An entity is company related if it satisfies any of the following conditions:
The entity is related to the company if applied any of the following conditions
The entity is the related party under Section 2(76) of the Companies Act 2013; or
The entity and the company are the group members which are the same (which means that each parent, subsidiary and fellow subsidiary is related to the others); or
One entity is an associate or other entity joint venture (or an associate or joint venture of a group of member of which another entity is a member); or
Both entities are same third-party joint ventures; or
One entity is a third entity joint venture and the other entity is the third entity associate or
The entity is a post-employment benefit plan for the employees either the company benefit or an entity related to the company. If the company is itself such a plan, the sponsoring employers are also the company related or
The entity is controlled or controlled jointly by a person identified in (1).
A person identified in (1)(b) has the important influence over the entity (or of the entity parent) or
Explanation: For the purpose of Clause 49(V) and Clause VII(B) the term “control” shall have the same meaning as defined in SE-BI (Substantial Shares Acquisition and Takeovers) Regulations, 2011.
The company shall formulate related party transactions and also on delaying with Related Party Transactions.
Provided that a transaction with a related party shall be considered material if the transactions/transaction to be entered taken together or into individuality during a financial year with previous transactions, exceeds the annual turnover of 5 per cent or the company net-worth twenty per cent as per the audited last financial company statements whichever is higher.
All related party transactions shall require the Audit committee prior to approval.
All material Related party Transactions shall require shareholders approval through special resolution and the related parties shall abstain from voting on such resolutions.
VIII DISCLOSURES:
Related party transactions:
All material transactions details with parties that are related shall be quarterly disclosed along with the report compliance on corporate governance.
The company shall disclose on the policy dealing with Related Party Transactions on its Annual report and on its website.
Accounting Treatment Disclosure:
Where in the preparation of financial statements, a treatment different form in an Accounting Statement that prescribed has been followed, the fact shall in the financial statements shall be disclosed, together with the management explanation as to why it believes such alternative treatment is more true representative and fair view of the underlying business transaction in the Corporate Governance Report.
Directors Remunerations:
All relationship pecuniary or non-executive directors transactions vis-a-vis the company in the Annual Report shall be disclosed.
In addition to the required disclosures required under the Act of the Companies 2013, the following director’s disclosures on the remuneration shall be made in the section of the Annual Report on the corporate governance.
All remuneration elements package of individual directors summarized under major groups, such as benefits, salary, bonuses, pension, stock options, etc.
Fixed component details and performance linked incentives, along with the criteria based on performance.
Notice period, service contracts, severance fees.
Stock option details, if any- and issued whether at a discount as well as the over period which accrued and over that is exercisable.
The company shall publish its payment criteria makings to non-executive directors in its annual report. Alternatively, this may be put up on the company’s website and drawn reference in the annual report thereto.
The company shall disclose the shares number and instruments convertible held by non-executive directors in the annual report. Alternatively, this may be added on the website’s of the company and drawn reference thereto in the annual report.
The company shall disclose the shares number and convertible instruments held by directors that are non-executive in the annual report.
The company shall disclose the shares number and convertible instrument held in the annual report by non-executive directors.
Non-executive directors shall be required to disclose their shareholding (both own or held by/for other persons on a beneficial basis ) in the listed company in which they are declared to be appointed as directors, prior to their appointment. These details should be disclosed in the general meeting notice called of such director appointment.
MANAGEMENT:
As a part of the report’s of the directors or as an addition thereto, a Discussion Management and report Analysis should form part of the Shareholders Annual report. This Management Analysis and Discussion should include discussion on the following matters within the limits set by the company’s position that is competitive.
Industrial developments and structure.
Threats and Opportunities.
Product-wise performance or segment-wise.
Outlook
Concerns and Risk.
Their adequacy and internal control systems.
Discussion on performance financial with respect to performance on operations.
Material developments in Human Resources/Industrial front Relations, including the employed number of people.
Senior management shall make board disclosures to the board relating to all commercial and financial transactions, where they have the personal interest, that may have a potential conflict with the company interest at large (for e.g. company dealing shares, commercial bodies dealing, which have management shareholding and their relatives etc.)
Explanation: For this purpose, the term “senior management” shall mean personnel company who are its core members management team including the Directors Board). This would also include all management members one level below the executive directors including all functional heads.
The conduct code for the Directors Board and the senior management shall be disclosed on the company website.
Shareholders:
In case of the new director appointment or director re-appointment the shareholders must be provided with the information as follows:
A brief director resume.
Nature of his expertise in specific areas that are functional.
Companies names in which the person also holds the committee board membership and the directorship;
Non-executive directors shareholdings as stated in Clause 49 (IV) (E) (v) above
Relationships disclosure between directors inter-se shall be made in the Annual Report, director appointment notice, prospectus and issuance’s offer letter and any filings related made to the stock exchanges where the company is listed.
Quarterly results and company presentations made to analysts shall be made in the Annual Report, director appointment notice, prospectus and offer letter for issuances and any filings related in which the stock exchanges made where the company is listed.
A committee under the non-executive director chairmanship and such other members as may be decided by the company board shall be formed to specifically look into the shareholder’s grievances redressal, debenture holders and other security holders. This designated committee as “Stakeholder Relationship Committee” and can consider and resolve the company security holders including related complaints to shares transfer, balance sheet non-receipt, declared dividends non-receipt.
To expedite the process of share transfers, the company Board shall delegate share transfer power to a committee officer or to the registrar who registers and the share transfer agents. The authority delegated shall attend to share formalities transfer at-least once in the fortnight.
The resignation of directors disclosure.
The company shall mention the resignation letter along with the resignation detailed reasons provided by the company director on its website not later than one working day from the resignation letter receipt date.
The company shall also forward the resignation letter copy along with the detailed resignation reasons to the stick exchanges not later than one working day from the resignation receipt date through its website for dissemination.
Formal letter disclosure appointment.
The independent director appointment letter along with the detailed profile shall be mention fully on the company websites and the stock exchanges not later than one working day from such appointment date.
Annual Report Disclosures.
The imparted training details to the independent directors shall be disclosed in the Annual Report.
The establishment details of vigil mechanism shall be disclosed on its company website and in the Board’s report.
The company shall mention remuneration policy and its Annual report evaluation criteria.
