ADANI POWER LIMITED RELATED PARTY TRANSACTION POLICY. Page 1 of 10

Transcription

1 ADANI POWER LIMITED RELATED PARTY TRANSACTION POLICY Page 1 f 10

2 TABLE OF CONTENTS Sr. N. Particulars Page Ns. 1. Preamble 3 2. Purpse 3 3. Definitins 3 4. Plicy and Prcedure 5 5. Transactins which d nt require apprval 7 6. Related Party Transactins nt apprved under this Plicy 8 7. Disclsures 8 8. Plicy Review 8 Page 2 f 10

3 1. Preamble The Bard f Directrs (the Bard ) f Adani Pwer Ltd (the Cmpany ), has adpted the fllwing plicy and prcedures with regard t Related Party Transactins as defined belw. The Audit Cmmittee will review and may amend this plicy frm time t time. This plicy is t regulate transactins between the Cmpany and its Related Parties based n the laws and regulatins applicable n the Cmpany. 2. Purpse This plicy is amended as per requirement f the Cmpanies Act, 2013 vide MCA ntificatin n. GSR 971(E) dated 14 th December, 2015 and new SEBI (Listing Obligatins and Disclsure requirements) Regulatins, 2015 ( SEBI LODR ) effective frm 1 st December, 2015 and intended t ensure the prper apprval and reprting f transactins between the Cmpany and its Related Parties. 3. Definitins Act shall mean the Cmpanies Act, 2013 and the Rules framed thereunder, including any mdificatins, clarificatins, circulars r re-enactment theref. Arm s length transactin means a transactin between tw related parties that is cnducted as if they were unrelated, s that there is n cnflict f interest. Fr determinatin f Arm s Length basis, guidance may be taken frm prvisins f Transfer Pricing under Incme Tax Act, Audit Cmmittee r Cmmittee means Audit Cmmittee cnstituted by the Bard f Directrs f the Cmpany under prvisins f SEBI LODR and Cmpanies Act, 2013 as amended frm time t time. Assciate Cmpany means any ther Cmpany, in which the Cmpany has a significant influence, but which is nt a Subsidiary Cmpany f the Cmpany having such influence and includes a jint venture cmpany. Page 3 f 10

4 Explanatin Fr the purpse f this clause, significant influence means cntrl f at least twenty per cent f ttal share capital, r business decisins under an agreement. Bard f Directrs r Bard means the Bard f Directrs f the Cmpany, as cnstituted frm time t time. Cntrl shall have the same meaning as defined in SEBI (Substantial Acquisitin f Shares and Takevers) Regulatins, Key Managerial Persnnel means Key Managerial Persnnel f the Cmpany in terms f the Cmpanies Act, 2013 and the Rules made thereunder. Material Related Party Transactin means a transactin t be entered int with a Related Party, individually r taken tgether with previus transactins during a financial year, exceeding the fllwing threshlds: (i) In case f transactins invlving payments made with respect t brand usage r ryalty, if it exceeds 2% f the annual cnslidated turnver f the Cmpany as per its last audited financial statements; (ii) In case f any ther transactin(s), if the amunt exceeds 10% (ten percent) f the annual cnslidated turnver f the Cmpany as per its last audited financial statements; Plicy means Related Party Transactin Plicy. Related Party means related party as defined under Sectin 2(76) f the Cmpanies Act, 2013 and the rules framed thereunder r under the applicable accunting standards Prvided that any persn r entity belnging t the prmter r prmter grup f the cmpany and hlding 20% r mre f sharehlding in the listed entity shall be Page 4 f 10

5 deemed t be a related party. Related Party Transactin r transactin means transactin in the nature f cntract invlving transfer f resurces, services r bligatins between the Cmpany and the Related Party, regardless f whether a price is charged. Explanatin A transactin with a Related Party shall be cnstrued t include single r a grup f transactins in a cntract. 4. Plicy and Prcedure - Plicy All Related Party Transactins must be reprted t the Audit Cmmittee and referred fr apprval by the Cmmittee in accrdance with this plicy. - Prcedures A. Identificatin f Related Party Transactins Every directr shall at the beginning f the financial year prvide infrmatin by way f written ntice t the cmpany regarding his cncern r interest in the entity with specific cncern t parties which may be cnsidered as related party with respect t the Cmpany and shall als prvide the list f relatives which are regarded as related party as per this plicy. Directrs are als required t prvide the infrmatin regarding their engagement with ther entity during the financial year which may be regarded as related party accrding t this plicy. The Cmpany will identify ptential transactins with Related Parties based n written ntices f cncern r interests received frm its Directrs / Key Managerial Persnnel in the manner prescribed in the Cmpanies Act, 2013 and the rules thereunder. Page 5 f 10

6 B. Review and apprval f Related Party Transactin» Audit Cmmittee Every Related Party Transactin shall be subject t the prir apprval f the Audit Cmmittee. The Audit Cmmittee may grant mnibus apprval fr Related Party Transactins prpsed t be entered int by the Cmpany which are repetitive in nature subject t cmpliance f the cnditins cntained in the Cmpanies Act, 2013 and SEBI LODR as amended frm time t time. The Cmmittee shall als satisfy itself the need fr such mnibus apprval and that such apprval is in the interest f the Cmpany. If any additinal Related Party Transactin is t be entered by the Cmpany pst mnibus apprval granted by the Audit Cmmittee, then the Cmpany shall present such transactin befre the Audit Cmmittee in its next meeting fr its prir apprval. The Audit Cmmittee shall als review the statement f significant related party transactins submitted by management as per its terms f reference. Any member f the Cmmittee wh has a ptential interest in any Related Party Transactin shall abstain frm discussin and vting n the apprval f the Related Party Transactin. T review a Related Party Transactin, the Cmmittee shall be prvided with the necessary infrmatin, t the extent relevant, with respect t actual r ptential Related Party Transactins. The Audit Cmmittee shall recmmend the Related Party Transactins fr apprval f Bard f Directrs / Sharehlders as per terms f this plicy. Page 6 f 10

7 » Apprval f the Bard and the Sharehlders All Related Party Transactins (ther than Material Related Party Transactins) which are nt in the rdinary curse f business r nt at the arm s length price shall require prir apprval f the Bard f Directrs f the Cmpany. Where any directr is interested in any Related Party Transactin, such directr will abstain frm discussin and vting n the subject matter f the reslutin relating t such Transactin. Further, all such related party transactins exceeding threshld limits prescribed in the Act as per Annexure 1 shall als require prir apprval f sharehlders f the Cmpany by way f Ordinary Reslutin and related party/ies shall abstain frm vting n such reslutin. All the material Related Party Transactins shall require apprval f the Bard and sharehlders thrugh Ordinary Reslutin and the Related Party/ies shall abstain frm vting n such reslutin whether the said related party/ies is/are a party/ies t the particular transactin r nt. Prvided that the requirements specified under this sub-clause shall nt apply in respect f a reslutin plan apprved under sectin 31 f the Inslvency Cde, subject t the event being disclsed t the recgnized stck exchanges within ne day f the reslutin plan being apprved. Prvided that the Material Related Transactins entered int by the Cmpany with its whlly wned subsidiary(ies) whse accunts are cnslidated with the cmpany and placed befre the sharehlders at the general meeting fr apprval shall nt require apprval f the sharehlders. 5. Transactins which d nt require apprval Any transactin in which the Related Party s interest arises slely frm wnership f securities issued by the Cmpany and all hlders f such securities receive the same benefits pr rata as the Related Party. Page 7 f 10

8 6. Related Party Transactins nt apprved under this Plicy If a Related Party Transactin is entered int by the Cmpany withut being apprved under this Plicy, the same shall be reviewed by the Cmmittee. The Cmmittee shall evaluate the transactin and may decide such actin as it may cnsider apprpriate including ratificatin, revisin r terminatin f the Related Party Transactin. The Cmmittee may examine the facts and circumstances f the case and take any such actin it deems apprpriate. 7. Disclsures Every Related Party Transactin with prper justificatin shall be disclsed in the Directrs Reprt. Details f all material transactins with related parties shall be disclsed quarterly alng with the cmpliance reprt n crprate gvernance. The Cmpany shall disclse plicy n dealing with Related Party Transactins n its website and als in the Annual Reprt. This Plicy will be cmmunicated t all peratinal emplyees and ther cncerned persns f the Cmpany. 8. Plicy Review This plicy is framed based n the prvisins f the Cmpanies Act, 2013, and rules thereunder and the requirements f the SEBI LODR. In case f any subsequent changes in the prvisins f the Cmpanies Act, 2013 and SEBI LODR r any ther regulatins ( the Regulatins ) which makes any f the prvisins in the plicy incnsistent with the Regulatins, the prvisins f the Regulatins wuld prevail ver the Plicy and the prvisins in the plicy wuld be mdified in due curse t make it cnsistent with the Regulatins. Page 8 f 10

9 The Plicy shall be reviewed by the Audit Cmmittee as and when any changes are t be incrprated in the plicy due t change in the Regulatins r as may be felt apprpriate by the Cmmittee. Any changes r mdificatin n the Plicy as recmmended by the Cmmittee wuld be presented fr apprval f the Bard f Directrs. Prvided that this plicy shall be reviewed by the bard f directrs at least nce every three years and updated accrdingly. **************** Page 9 f 10

10 ANNEXURE 1 Transactins that, require previus apprval f Sharehlders f the Cmpany, as prescribed under rule 15(3) f the Cmpanies (Meeting f Bard and its Pwers ) Rules, 2014, includes the transactins/cntracts/ arrangements as fllws : As cntracts r arrangements with respect t clauses (a) t (e) f sub-sectin (1) f Sectin 188, with criteria as mentined belw - Sale, purchase r supply f any gds r materials, directly r thrugh appintment f agent, exceeding ten per cent f the turnver f the cmpany r rupees ne hundred crre, whichever is lwer, as mentined in clause (a) and clause (e) respectively f sub-sectin (1) f sectin 188 f Cmpanies Act, 2013; Selling r therwise dispsing f r buying prperty f any kind, directly r thrugh appintment f agent, exceeding ten per cent f net wrth f the cmpany r rupees ne hundred crre, whichever is lwer, as mentined in clause (b) and clause (e) respectively f sub-sectin (1) f sectin 188 f Cmpanies Act, 2013; Leasing f prperty f any kind exceeding ten per cent f the net wrth f the cmpany r ten percent. f turnver f the cmpany r rupees ne hundred crre, whichever is lwer, as mentined in clause (c) f sub-sectin (1) f sectin 188 f Cmpanies Act, 2013; Availing r rendering f any services, directly r thrugh appintment f agent, exceeding ten percent f the turnver f the cmpany r rupees fifty crre, whichever is lwer, as mentined in clause (d) and clause (e) respectively f sub-sectin (1) f sectin 188 f Cmpanies Act, These limits shall hwever, apply fr transactin r transactins t be entered int either individually r taken tgether with the previus transactins during a financial year. **************** Page 10 f 10