Preamble This Policy on Related Party Transactions provides a framework to regulate transactions between Easy Pay Private Limited (“Company”) and its Related Parties based on the laws and regulations applicable on the Company.
Definitions “Applicable Laws” means the Companies Act 2013, the rules made thereunder, Accounting Standards issued by the Institute of Chartered Accountant of India or any other legislative authority entrusted with the task of issuing such accounting standards, the Reserve Bank of India Regulations and includes any other statute, law, standards, regulations or other governmental instruction relating to Related Party Transactions, as may be in effect from time to time. “Arm’s length transaction” means a transaction between two Related Parties that is conducted as if they were unrelated, so that there is no conflict of interest. “Audit Committee” or “Committee” means the audit committee constituted by the Board of Directors in accordance with applicable law as amended from time to time. “Board” means the Board of Directors of the Company. “Company” means Easy Pay Private Limited. “Material Related Party Transaction” means a transaction with a Related Party where 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. Notwithstanding the above, a transaction involving payments made to a Related Party with respect to brand usage or royalty shall be considered Material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. “Ordinary Course of Business” shall mean the usual transactions, customs and practices carried on generally by the Non-Banking Financial Companies and shall include: i. transactions covered in the ‘main objects’ or the ‘objects incidental' to attainment of the main objects as envisaged in the Memorandum and Articles of Association of the Company; ii. transactions which are usually carried on by any Non-Banking Financial Company; iii. transactions which have been done by the Company regularly in last two (2) years; iv. transactions done with a related party on a similar basis as of a third party; v. transaction or activity that is necessary, normal, regular and incidental to the business and involves significant amount of money or managerial resources that generates income for the Company. “Related Party” means – i. a related party under Section 2(76) of the Companies Act, 2013 read with rules issued thereunder, as amended from time to time; ii. a related party under the applicable accounting standards, as amended from time to time; or iii. any other person or entity covered under Applicable Laws. “Related Party Transactions” shall mean such transactions as specified under the Companies Act, 2013 and the rules made thereunder, including any amendment or modification thereof, as may be applicable. “Relative” means a relative as defined under Section 2(77) of the Companies Act, 2013 and the rules made thereunder, including any amendment or modification thereof, as may be applicable. All terms not defined herein shall take their meaning from the Applicable Laws.
a) The Chief Financial Officer and Company Secretary shall identify and keep on record list of Company’s Related Parties, along with their requisite details. b) The functional heads, departmental heads or any person authorized to enter into any transaction on behalf of the Company shall not undertake any transaction with related party unless they confirm that the transaction has prior approval of the Audit Committee and that the transaction is both in the ordinary course of business and on an Arm’s length basis. Any transaction not meeting the required criteria mentioned above should be brought to the notice of the CFO and Company Secretary for seeking the requisite approvals. c) Disclosure by Directors and KMPs – Every Director shall at the beginning of the financial year provide information by way of written notice to the Company regarding his/ her concern or interest in other entities with specific concern to parties which may be considered as Related Party with respect to the Company and shall also provide the list of Relatives which are regarded as Related Party as per this Policy. Directors are also required to provide the information regarding their engagement with other entity during the financial year which may be regarded as Related Party according to this Policy. Further, the KMPs shall also provide the list of Relatives which are regarded as Related Party as per this Policy.
a) All Related Party Transactions or changes therein shall be referred for approval by the Audit Committee in accordance with this Policy. b) Related Party Transactions that are not in ordinary course of business but on arm’s length basis should be approved by Audit Committee. Where such Related Party Transactions fall under Section 188(1) of the Companies Act, 2013, the Audit Committee shall recommend the transaction for approval of the Board. c) Related Party Transactions that are not on arm’s length basis, irrespective whether those are covered under Section 188(1) of the Companies Act, 2013 or not, should be placed by the Audit Committee, along with its recommendations, to the Board for appropriate action. d) For the ease of carrying out transactions/ contracts/ arrangements, the Audit Committee may grant omnibus approval for RPT which are repetitive in nature. Based on the requisite information, the omnibus approval may be granted for such amount, period etc. as the Audit Committee may deem fit, provided that such approval shall remain valid for a period not exceeding one year, during which period the commercial terms of approved RPT may change, provided that arm’s length criterion shall be ensured at the time of each such change. Further, where the need for RPT cannot be foreseen and requisite details are not available, the Audit Committee may grant omnibus approval for such transactions provided that the value of each such transaction shall not exceed ₹ 1 crore. e) The Audit Committee shall not grant omnibus approval for the following transactions: i. Transactions in respect of selling or disposing of the undertaking of the Company. ii. Transactions which are not in the interest of the Company. iii. Such other transactions specified under the applicable laws from time to time. f) If the Board is of the view that the Related Party Transaction needs to be approved at a general meeting of the shareholders by way of a resolution pursuant to Applicable Laws considering the value being more than the amount mentioned in Applicable Laws, the same shall be put up for approval by the shareholders of the Company. The Board shall ensure that in accordance with Applicable Laws, Related Party in the context of the contract or arrangement shall not vote on any resolution put to vote by the shareholders of the Company. g) Transactions between holding company and its wholly owned subsidiary will be governed by criteria above unless exempted under the Applicable Laws. h) The Audit Committee will undertake periodic review of the Related Party Transactions. If that evaluation indicates that the Related Party Transaction would require the approval of the Board, or if the Board in any case elects to review any such matter, the Audit Committee will report the Related Party Transaction, together with a summary of material facts, to the Board for its approval. i) Where, owing to exigencies, Related Party Transactions have been entered into without being placed for approval by the Audit Committee, reasoned explanation for the same must be received to the satisfaction of the Audit Committee. The Audit Committee may ratify such transactions, or may put forth the transactions before the Board along with its recommendations, and the Board may ratify such transactions. In any case where either the Audit Committee / Board / a general meeting determines not to ratify a Related Party Transaction that has been commenced without approval, the Committee or Board or the general meeting, as the case may be, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction to make it acceptable for ratification. j) If approval of the Board / general meeting for entering into a Related Party Transaction is not feasible, then the Related Party Transaction shall be ratified at the Board meeting / general meeting, if required, within 3 months of entering in the Related Party Transaction. k) Notwithstanding the foregoing, the following Related Party Transactions shall not require approval of Audit Committee or Board or Shareholders: i. Any transaction that involves the providing of compensation to a director or KMP in connection with his or her duties to the Company or any of its subsidiaries or associates including the reimbursement of reasonable business and travel expenses incurred in the Ordinary Course of Business. ii. Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party. iii. Any other exception which is consistent with the Applicable Laws, including any rules or regulations made thereunder. L) All Material Related Party Transactions shall be placed for prior approval of Shareholders through a Resolution. However, the Material Related Party Transactions entered into between the Company and its Wholly Owned Subsidiaries shall not require prior approval of the Shareholders. m) Nothing in this Policy shall override any provisions of Applicable Laws made in respect of any matter stated in this Policy.
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