approach

Investor Information

General Body Meeting

The Company facilitated E-Voting for the first time for the year 2014-15.
Details of the last three Annual General Meetings of the Members are as under:
Financial Year
2013-14
2014-14
2015-16
Type of Meeting
Annual General Meeting
Annual General Meeting
Annual General Meeting
Notice of Meeting
August 11, 2014
September 4,2015
August 12, 2016
Date of Meeting
September 29, 2014
 September 30,2015
September 29,2016
Place of Meeting
Registered Office- 6, Lalwani Industrial Estate,14 G.D. Ambekar Road, Wadala, Mumbai - 400031
Registered Office- 6, Lalwani Industrial Estate,14 G.D. Ambekar Road, Wadala, Mumbai - 400031
Registered Office- 6, Lalwani Industrial Estate, 14 G.D. Ambekar Road, Wadala, Mumbai - 400031
Items of Special Resolution passed at each Meeting
Appointment of Managing Director according to the provisions of Section 198 and other applicable sections of Companies Act,1956
NIL
NIL
 
Kushla Rawat, Company Secretary  was appointed as Scrutinizer for conducting the Postal Ballot procedure, based on whose report the Chairman of the Company announced the result of the Postal Ballot at Registered Office .
 
 
 
Item No.1
Item No.2
Item No.3
 
 
Adoption of Audited financial statement for year ended 31st March 2016
Re-appointment of Retiring Director, Mrs. Leena Doshi
Re-Appointment of Company Auditor, M/s K M Tapuriah
Voted in favour (Evoting/Ballot)
 
23,13,73,275
23,13,73,275
23,13,73,275
Voted Against
(Evoting/Ballot)
0
0
0
Votes invalid
 
0
0
Total Votes
 
23,13,73,275
 
23,13,73,275
23,13,73,275
  The scrutinisers report for the year 2016 is available in the Annual report download section named as “Scrutiniser Report (2015-16).

Insider Trading

Code of Conduct for prohibition of insider trading

The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporates and other market intermediaries for the purposes of prohibition of insider trading.

Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company adopted a Code of Conduct namely "Vaarad Ventures Limited Code of Conduct for Prohibition of Insider Trading" ("Code"). The Code for prohibition of insider trading is amended from time to time reflecting the changes brought in by SEBI in the Insider Trading Regulations. The Code is applicable to all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company.The Company Secretary has been appointed as the compliance officer for monitoring adherence to the said Regulations.

"VAARAD VENTURESLIMITED CODE OF CONDUCT FOR  PROHIBITION OF INSIDER TRADING"

 TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS [Under Regulation 9 (1) and (2) of SEBI (Prohibition of Insider Trading) Regulations, 2015]

 INTRODUCTION:

Insider trading means trading in Securities of a company by its Directors, Employees or other Insiders while in possession of Unpublished Price Sensitive Information (“UPSI”). Such trading by Insiders erodes the investor’s confidence in the integrity of the management and is unhealthy for the capital markets.

 

The Securities and Exchange Board of India (SEBI), in its endeavour to protect the interests of investors in general, had formulated the SEBI (Prohibition of Insider Trading) Regulations, 1992 under the powers conferred on it under the SEBI Act, 1992, which came into effect from November 19, 1992 and the same were made applicable to all companies whose shares were listed on Indian stock exchanges.The Securities Exchange Board of India, on January 15, 2015, notified the SEBI (Prohibition of Insider Trading) Regulations, 2015, (“Regulations”), to be effective from May 15, 2015. Pursuant to the aforesaid Regulations, every listed company is required to formulate and publish on its official website, a Code of Conduct to Regulate, Monitor and Report Trading by its Employees and other Connected Persons, along with a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.This document embodies the Code of Conduct to Regulate, Monitor and Report Trading by Insiders and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code’) to be adopted by the Company and followed by their Directors, Employees and other Connected Persons. The Code is based on the principle that Directors and Employees of the Company owe a fiduciary duty to, among others, the shareholders of the Company to place the interest of the shareholders above their own and conduct their personal Securities transactions in a manner that does not create any conflict of interest situation.The Code is also intended to serve as a guiding charter for all concerned persons associated with the functioning of the Company and trading in Securities of the Company. Further, the Code also seeks to ensure timely and adequate disclosure of UPSI to the investor community by the Company to enable them to take informed investment decisions with regard to the Company’s Securities. The provisions of this Code have to be read along with the Regulations and if there is any inconsistency/contradiction between the two, the provisions of the Regulations shall prevail.

DEFINITIONS:

 As used in this Code:

(a)  Board” means Board of Directors of the Company.

(b) Code” means this Code of Conduct to Regulate, Monitor and Report Trading by Insiders and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, as applicable, including modifications made thereto from time-to-time.

(c)  Company” means “Vaarad Ventures Limited”.

(d) Connected Person” shall have the meaning given to it under Regulation 2(d) of the Regulations and shall also include the promoters and their directors and key managerial personnel.

(e) Designated Persons” means: -

 

i.  Directors; and    

ii.  such Employees and Connected Persons as identified in consultation with the Board in line with the objectives of this Code.

(f)  Director” means a member of the Board of Directors of the Company.

(g) Employee” means every employee of the Company (whether working in India or abroad) including the Directors in the employment of the Company.

(h) Generally Available Information” means information that is accessible to the public on a non-discriminatory basis, such as information published on websites of stock exchanges.

(j)  Immediate Relative” means the spouse of the person, and includes parent, sibling and child of such person or of the spouse, who are either financially dependent on the person or consults the person in taking decisions relating to trading in securities.

(k)  Insider” means any person who is a Connected Person or in possession of or having access to Unpublished Price Sensitive Information.

(l)   "Promoter" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof.

(m) Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund.

(n)“Specified Persons” means all Promoters, Directors, Key Managerial Personnel, including Designated Persons.

(o) “Trading Day” means a day on which the recognized stock exchanges are open for trading.
(p)  Trading in Securities” means and includes an act of subscribing to, buying, selling, dealing or agreeing to subscribe to, buy, sell or deal in any Securities of the Company and “trade” shall be construed accordingly.

(q)   Key Managerial Personnel” means a person defined under Section 2(51) of the Companies Act, 2013.

(r) Unpublished Price Sensitive Information (“UPSI”)” means any information, relating to the Company or its Securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of Securities of the Company and shall, ordinarily include but not be restricted to, information relating to the following:

(i)  financial results;(ii)    dividends; (iii)   change in capital structure; (iv) mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;(v)changes in key managerial personnel; and (vi)  material events in accordance with the Listing Agreement

All terms used in this Code but not defined hereinabove shall have the meanings ascribed to them under the Regulations.

3. Prohibition on communicating or procuring UPSI

 An Insider shall not –

i. communicate, provide, or allow access to any UPSI, relating to the Company or its securities, to any person including other insiders, except to the extent allowed by these Rules;

ii. procure from or cause the communication by an Insider of UPSI, relating to the Company or its securities;

Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed access to or procured:

(i) in furtherance of legitimate purposes, performance of duties or discharge of legal obligations pursuant to appropriate confidentiality and non disclosure agreements being executed; or

(ii) in the event the Board of Directors direct or cause the public disclosure of UPSI in the best interest of the Company; or

(iii) within a group of persons if such persons have been identified and secluded within a “chinese wall” or information barrier by the Compliance Officer from the rest of the Company for a particular purpose or for a specified period of time in furtherance of legitimate purposes, performance of duties or discharge of legal obligations, and are subjected to, among other conditions, additional confidentiality obligations, information barriers designed to prevent exchanges of UPSI outside the “chinese wall”, and the execution of an undertaking by such persons to abstain and / or forego Trading during such seclusion or till the UPSI no longer constitutes UPSI.

4. Prohibition on Insider Trading

An Insider shall not, directly or indirectly, –

i. Trade in securities that are listed or proposed to be listed when in possession of UPSI;

ii. Trade in securities of the Company except when the Trading Window is open and the Insider is not in possession of UPSI.

Provided the restriction in 4 (i) above shall not apply to:

(a) a transaction that is an off-market inter-se transfer between Promoters who were in possession of the same UPSI without being in breach of these Rules and both parties had made a conscious and informed trade decision; and

(b) Trades pursuant to a Trading Plan set up in accordance with these Rules.

5. Trading Window

1) The Compliance Officer shall notify a ‘trading window’ during which the Designated Persons may Trade in the Company’s securities after securing pre-clearance from the Compliance Officer in accordance with these Rules.

2) Designated Persons shall not Trade in the Company’s securities when the trading window is closed.

3) Additionally, the trading window shall be closed in particular for a Designated Person or class of Designated Persons when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of UPSI, for such periods as determined by the Compliance Officer.

4) The trading window may be re-opened after closure, not earlier than 48 hours after the UPSI in question becomes generally available.

6. Pre-clearance of Trading

1) Designated Persons may Trade in the securities of the Company when the trading window is open, after obtaining approval of the Compliance Officer

2) The Compliance Officer shall not approve any proposed Trade by Designated Person if the Compliance Officer determines that such Designated Person is in possession of UPSI even though the trading window is open.

3) The Compliance Officer may, after being satisfied that the application and undertaking are true and accurate, approve Trading by a Designated Person, on the condition that the Trade so approved shall be executed within seven trading days following the date of approval.

4) The Designated Person shall, within two days of the execution of the Trade, submit the details of such Trade to the Compliance Officer.In case the transaction is not undertaken, a report to that effect shall be filed in the said form.

5) If the pre-cleared Trade is not executed within seven trading days after the approval is given, the Designated Person must secure pre-clearance of the transaction again.

6) A Designated Person who Trades in securities without complying with the pre-clearance procedure as envisaged in these Rules or gives false undertakings and/or makes misrepresentations in the undertakings executed by him/her while complying with the pre-clearance procedure shall be subjected to the penalties as envisaged in these Rules.

7) Nothing in this rule shall apply to any Trade involving a value less than Rs 5 Lakhs or such other amount as may be specified by the Board of Directors from time to time (a “de minimis Trade”) provided the Designated Person is not in possession of UPSI while executing the de minimis Trade.

7. Additional trading restrictions on Designated Persons

1) No Director or Key Managerial Personnel shall enter into derivative transactions in respect of the securities of the Company.

2) All Designated Persons who Trade in the securities of the company shall not enter into an opposite transaction during the next six months following the prior transaction. In case of any contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the SEBI for credit to the Investor Protection and Education Fund administered by SEBI.

8. Penalty for Insider Trading

1) An Insider who acts in contravention of these Rules shall be liable to have his services or relationship with the Company, as the case may be, terminated.

2) Directors, Officers and employees of the Company who violate these rules shall be subject to disciplinary action by the Company, which may include wage freeze, suspension, and ineligibility for future participation in the Company’s stock option plans or termination.

3) The SEBI or any other appropriate regulatory authority would also be informed of the violation of these Rules so that appropriate action may be taken. 

9. Disclosure requirements

1) Initial Disclosure:

a. Every Promoter, Key Managerial Personnel, director of the Company and each of their Immediate Relatives shall disclose his holding of securities of the Company within thirty days of these Rules taking effect.  

b. Every person on appointment as a Key Managerial Personnel or a director of the Company or upon becoming a Promoter shall disclose his / her and Immediate Relatives’ holding of securities of the Company as on the date of appointment or becoming a promoter, to the Company within seven days of such appointment or becoming a promoter.

2) Continual Disclosure:

a. Every Promoter, employee, director of the Company and each of their Immediate Relatives shall disclose to the Company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. Ten lakhs.

b. The disclosure shall be made within two working days of:

I. the receipt of intimation of allotment of shares, or

II. the acquisition or sale of shares or voting rights, as the case may be.

3) Disclosure to the Stock Exchange:

The Compliance Officer shall notify the stock exchanges, particulars of the Trades, within two trading days of the receipt of the Continual Disclosure or from becoming aware of such information.

4) Disclosures by other Connected Persons.

The Compliance Officer may, require any other Connected Person to disclose the holdings and trading in securities of the Company at such frequency as he may determine.

10. Miscellaneous

1) The Board of Directors shall be empowered to amend, modify, interpret these Rules and such Rules shall be effective from such date that the Board may notify in this behalf.

2) The Compliance Officer shall provide the Audit Committee of the Board, on a quarterly basis, all the details of Trading in securities by the Designated Persons including any violations of the Rules. 

3) The Company shall require all Connected Persons to formulate and adhere to a code of conduct to achieve compliance with these Rules. In case such persons observe that there has been a violation of these Rules, then they shall inform the Board of Directors of the Company promptly.

The annexures for communication are made available to all connected persons.

Whistle Blower Policy

 WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM

1. Preface:

a. The Corporation believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end, the Corporation has adopted the Vaarad Ventures Code of Conduct ("the Code"), which lays down the principles, standards and behavior that should govern the actions of all the employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of employees in pointing out such violations of the Code cannot be undermined. There is a provision under the Code requiring employees to report violations, which states:

"Every employee of Vaarad Ventures Limited shall promptly report to the management any actual or possible violation of the Code or an event he or she becomes aware of that could affect the business or reputation”.

b. Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement requires every Listed company (and such class of companies as may be prescribed) to establish vigil mechanism ('Whistle Blower Policy') for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The Vigil mechanism provides adequate safeguards against victimization of persons who use such mechanisms and also to ensure direct access to the Chairman of the Audit Committee in appropriate cases. The Whistle Blower Policy ("the Policy") has been formulated with a view to provide a code-violation reporting mechanism for employees and Directors of the Company.

2. Definitions:

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

a. "Audit Committee" means the Audit Committee constituted by the Board of Directors of the Corporation in accordance with Section 177 of the Companies Act, 2013read with Clause 49 of the Listing Agreement.

b. "Employee" means every permanent employee of the Company, including the Directors in the employment of the Company.

c. "Code" means the Vaarad Ventures Code of Conduct

d. "Investigators" means those persons authorized, appointed, consulted or approached by the Chairman of the Audit Committee and include the auditors of the Corporation.

f. "Protected Disclosure" means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

g. "Subject" means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

h. "Whistle Blower" means an Employee making a Protected Disclosure under this Policy.

3. Scope:

a. This Policy is an extension of the Vaarad Ventures Code of Conduct. The Whistle Blower's role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they recommend the appropriate corrective or remedial action that may be warranted in a given case.

b. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Chairman of the Audit Committee.

c. Protected Disclosure will be appropriately dealt with by the Audit Committee. The Committee may either undertake the investigation itself or may, at its sole discretion, forward it to the Investigators for investigation.

4. Eligibility:

All Employees of the Corporation are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company.

5. Disqualifications:

a. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment including any harassment, retaliation or victimization, as herein set out, any abuse of this protection will warrant disciplinary action.

b. Protection under this Policy shall not mean protection from disciplinary action arising out of false, reckless, maligning or unfounded or frivolous allegations made by a Whistle Blower with a male fide or ulterior intent or purpose.

c. Whistle Blowers, who make three or more Protected Disclosures, which are subsequently found by Audit Committee to be male fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified for a period of six months from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Audit Committee may recommend to the Company appropriate disciplinary action.

 6. Procedure:

a. All Protected Disclosures concerning all matters of Code violation shall be addressed to the Chairman of the Audit Committee of the Company for investigation.

b. The contact details of the Chairman of the Audit Committee of the Company are as under:

Chairman of the Audit Committee

Mr. Nitin H. Datanwala

(Independent Director) Vaarad Ventures Limited

 9, Wallace Street, Fort, Mumbai - 400 001.

Email : contact@vaaradventures.com

c. If a Protected Disclosure is received by any employee of the Company other than Chairman of the audit Committee, the same shall be forwarded to him/her as the case may be for further appropriate action.

d. Protected Disclosures shall be reported in writing as soon as possible but no later than 30 days after he becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

e. The Protected Disclosure shall be forwarded under a covering letter which shall bear the identity of the Whistle Blower. Anonymous disclosures, as a rule, will not be entertained.

f. Protected Disclosures shall be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

g. If any of the member of the Audit Committee has a conflict of interest in a Protected Disclosures, he shall excuse himself and the other members shall deal with the same.

7. Investigation:

a. The decision to conduct an investigation shall be taken post discussion with the Audit Committee. The outcome of the investigation may or may not support the conclusion of the Whistle Blower that an improper or unethical activity was committed.

b. The identity of the Subject shall be kept confidential to the extent possible unless mandatorily required to be disclosed by law or on order of a Court. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Audit Committee (e.g. during investigations carried out by Investigators).

c. Subject shall be informed of the allegations at the appropriate stage and will have opportunities for providing his/her explanation during the investigation.

d. Subject shall have a duty to co-operate with the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise protections available under the applicable laws.

e. Subject has a right to consult with a person or persons of his / her choice, other than the Investigators and/or members of the Audit Committee .

f. Subject shall not interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subject.

g. Unless there are compelling reasons not to do so, Subject shall be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is evidence in support of the allegation.

h. Subject shall have the right to be informed of the outcome of the investigation.

i. The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.

8. Protection:

a. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Subject to clause 5 (c) above, complete protection will therefore be given to Whistle Blowers against any unfair practice like discrimination, harassment, victimization, retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or other unfair employment practices, or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his/her duties/functions including making further Protected Disclosure. The Company shall take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

b. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower is under Clause 8(a)

9. Investigators:

a. Investigators shall conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Audit Committees when acting within the course and scope of their investigation.

b. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, ethical behavior, and observance of legal and professional standards.

c. Investigations will be launched only after a preliminary review which prima facie establishes that:

  i. the alleged act may constitute an improper or unethical activity or conduct, and

 ii. either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

d. A report shall be prepared by investigators upon completion of the investigation and submitted to the Chairman of the Audit Committee who shall consider the same.

10. Decision:

If an investigation leads the Audit Committee to conclude that an improper or unethical activity has been committed, the Committee shall recommend to the management of the Company to take such disciplinary or remedial action as it deems fit. It is clarified that any disciplinary or remedial action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

11. Reporting:

The Chairman of the Audit Committee shall report to the Board periodically about all Protected Disclosures referred to them together with the results of investigations.

12. Retention of documents:

All Protected Disclosures in writing or documented along with the results of investigation relating thereto which have been proved shall be retained by the Company for a minimum period of five years. Other Protected Disclosures may be destroyed at the end of the Financial year.

13. Amendment:

The Corporation reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. The Audit Committee shall also review the Policy and suggest amendments to make it responsive and relevant to the changing times. 

Means Of Communication

Quarterly/half yearly/yearly Results Published in Free press Journal(English) and Navshakti (Marathi) Newspaper
Publication of result on website  www.vaarad.com
Whether official Media/news releases are displayed on website and sent to Stock Exchanges Yes
Presentations made to institutional investor or to analysts No

RPT Policy

POLICY ON RELATED PARTY TRANSACTIONS

The Audit Committee of the Board of Directors of the Company ("the Board") is required by Section 177(4) of the Companies Act, 2013 (Act) and Clause 49 (VII) of the Listing Agreement to approve all transactions of the Company with related parties ("RPT's").

The Policy on dealing with RPT's is formulated in compliance with Clause 49(VII)(C) of the Listing Agreement and section 188 of the Act and Rules made there under.

OBJECTIVE OF THE POLICY:

The Policy is intended to ensure timely identification of an RPT, its salient terms and conditions, detail the approval process, outline the disclosure and reporting requirements thereof and to ensure transparency in the conduct of RPT's, so that there is no conflict of interest.

The Board of Directors of the Company ("the Board') has adopted this Policy with respect to RPT's on the recommendation of the Audit Committee. The Audit Committee is empowered to review and recommend amendments to this Policy as may be considered necessary from time to time.

1. Related Party Transaction

As per the Clause 49(VII), a RPT is transfer of resources, services or obligations between the Company and a related party, regardless of whether a price is charged.

A transaction with a related party shall be construed to include a single transaction or a group of transactions in a contract.

A related party will be identified on the basis of the definition given in Companies Act,2013.

2. Manner of Dealing with Related Party Transactions

The Company has formulated guidelines for identifying and monitoring RPTs as prescribed under the Act and Clause 49 of the Listing Agreement which has been approved by the Board and the same will be strictly adhered to.

3. Approval of RPTs by the Audit Committee

All RPTs, whether material or not, will require the prior approval of the Audit Committee of the Board.

4. Omnibus Approval by Audit Committee

The Audit Committee may, owing to the repetitive nature of transactions to be entered into or when the need for RPT's cannot be foreseen in advance, grant Omnibus Approval for such RPTs in accordance with the Cl. 49 of the Listing Agreement.

Any transactions of the value less than Rs. 200,000/- , whether individually or jointly in the financial year will be considered to have Omnibus approval of the Audit Committee.
 
5. Approval of RPTs by the Board of Directors

Related Party Transactions which are required to be approved by the Board of the Company under the provisions of the Companies Act, 2013 or Listing Agreement shall be entered into only after such approval is accorded by the Board.

Where any director is interested in any contract or arrangement with a related party, such director shall not be present at the meeting during discussions on the subject matter of the resolution relating to such contract or arrangement.

6. Approval of RPTs by the shareholders

Related Party Transactions which are required to be placed before the shareholders of the company under the Act or the Listing Agreement shall be entered into only after such approval has been accorded by the shareholders. The company shall ensure the restrictions on voting by the Related Parties as prescribed are complied while obtaining the approval of the shareholders.

7. Review and approval of Related Party Transactions

The Audit Committee, Board and shareholders, as the case may be shall be provided with all relevant information of RPTs such as rational for entering into transactions, terms & conditions, the business purpose of the transactions, the benefits to the Company and Related Party and such other information as may be prescribed.

 8. RPTs not approved by the Audit Committee or the Board

In the event of the contract entered into without the prior approval of Board or shareholder, due to extreme necessity the same shall be ratified by the Board, and/or shareholders, as required within 3 months of the entering into the contract. If not, the contract / arrangement shall be voidable at the option of the Board.

  9. Disclosures by the Company:

(a) The particulars of contracts or arrangement with Related Parties will be disclosed in the Register of Contracts or Arrangements in which directors are interested (refer Rule 16 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and in the Directors' report in Form AOC-2, in the manner prescribed in the Companies Act, 2013 and the Rules thereunder.

 

Policy for determining Material Subsidiaries

 

 A subsidiary shall be considered as material if the investment of the company in the subsidiary exceeds twenty per cent of the consolidated net worth as per the audited consolidated balance sheet of the previous financial year or if the subsidiary has generated twenty per cent of the consolidated income of the company during the previous financial year.



 

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