This Policy is framed as per the requirement of the Companies Act, 2013 and Clause 42 of the Listing Agreement entered into by the Company with the Stock Exchange. The Policy is intended to ensure that there is proper approval and reporting of transactions between the Company and its related parties.
The Board of Directors (the 'Board') of M.R. Organisation Limited (the 'Company') has adopted the following Policy and Procedures with regard to Related Party Transactions as defined below. The Audit Committee / Board may amend this Policy as required from time to time.
All the definitions used in this policy shall have the meaning as referred to in the applicable laws and regulations including the Companies Act, 2013 and the Listing Agreement, as amended from time to time.
IDENTIFICATION OF RELATED PARTIES
All Directors / KMPs are required to disclose the entities in which they or their relatives are or deemed to be interested on an annual basis / any changes during the year. Each Director and KMP of the Company shall promptly notify the Company Secretary of any material transaction or Relationship that could reasonably be expected to give rise to any conflict of interest. The Company shall maintain records as be prescribed under the Act. The Company shall regularly verify and update Related Party list (atleast once a quarter).
IDENTIFICATION OF RELATED PARTY TRANSACTIONS
As a policy, Company shall periodically identify transactions falling under contracts and arrangements (as per applicable law) entered into with related parties for the consent of Audit Committee, Board of Directors and shareholders, as applicable. The Company shall report the Related Party and put the same for necessary approvals required as per applicable law.
REVIEW OF MECHANISM OF TRANSACTIONS WITH RELATED PARTIES
For each category of transactions, the Company has framed guidelines explaining the steps to be followed to ascertain that the transactions falling under contracts and agreements with related parties to fulfill the 'arm's length' and/ or 'ordinary course of business' criteria. The Company while entering into related party transactions will ensure adherence with the framework guidelines and will maintain necessary documents for the same.
APPROVALS FOR TRANSACTIONS WITH RELATED PARTIES
Before undertaking any transaction, the Company shall determine whether a transaction does, in fact constitute a Related Party Transaction requiring compliance with the applicable law and this policy and if so, ascertain in which of the following categories such transaction should be classified in order to determine the approval requirements:
The Company will ensure that appropriate and requisite documentation are made available to the Audit Committee/ Board, as may be required by them, to demonstrate that the transactions are conducted on arm 's length basis and are in ordinary course of business.
Voting on related party transactions will be carried out in accordance with the Applicable Law.
DISCLOSURES AND REPORTING
AMENDMENTS TO THE POLICY
The Audit Committee of the Company may from time to time review and make recommendation to the Board to amend this policy.
Any or all provisions of this policy would be subject to the revision/ amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions laid down under this policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc.