The Board of Directors (the “Board”) of Amber Enterprises India Limited (the “Company”) has adopted the following policy and procedures with regard to Related Party Transactions (hereinafter referred as “RPT”) that the Company may enter into from time to time, in compliance with the requirements of Section 188 of the Companies Act, 2013 and Rules made there under (the “Act”).
Managing Director will review and amend this policy from time-to-time as and when necessary or required. The Audit Committee /Board /General Meeting, as applicable shall, subject to requirements of the Act and this Policy review, approve and ratify (if permissible) the RPTs in terms of the requirements of this Policy.
RPT can present a potential or actual conflict of interest which may be against the best interest of the Company and its shareholders. Considering the requirements for approval of RPT as prescribed under the Act read with the Rules framed there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulation 23”), the Company has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions. Also, Regulation 23(1) of the SEBI Listing Regulations requires the Company to formulate a policy on materiality of RPT and dealing with RPT. In the light of the above, the Company has framed this Policy on RPT (“Policy”). This Policy has been adopted by the Board of Directors of the Company. Going forward, the Audit Committee will review and amend the Policy, as and when required, subject to adoption by the Board.
The main object for formulating this Policy is to ensure proper approval and reporting of RPTs as applicable under the Act, between the Company and related party(ies) in the best interest of the Company and its Stakeholders.
“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 Committee of Board of Directors of the Company constituted under provisions of Companies Act, 2013.
“Board” means the Board of Directors of the Company.
“Material Related Party Transaction” means a transaction with a related party if the transaction(s) to be entered into individually or taken together with previous transactions or group of transactions in a contract during a financial year, exceeds appropriate thresholds as specified in Annexure I hereto as per the last audited Financial Statements of the Company.
“Ordinary Course of Business” with reference to a transaction with a related party means a transaction which is:
“Related” or “Related Party” has the meaning assigned to such term :
“Related party transaction” in relation to the Company means a transaction which is:
“Relative” with reference to a Director or KMP means persons as defined in Section 2(77) of the Act and rules prescribed thereunder.
Any words and Capitalised term used in this policy but not defined herein shall have the same meaning prescribed to it in the Companies Act or rules made thereunder, The Securities and Exchange Board of India Act, 1992, as amended or rules and regulations made thereunder, the SEBI Listing Regulations, applicable accounting standards or any other relevant legislation/law applicable to the Company.
The Policy shall come in to force with effect from the date of listing of the Equity Shares of the Company on Stock Exchange.
This policy shall be applicable to all the related party transactions entered in to by the Company except the following:
provided that in case of (d), (e), (f) and (g) above, the transfer, amendment, cancellation, etc., does not result in to writing off of any amount paid by the Company or enhancement of amount payable by the Company under the said contract/arrangement or reduction in the amount payable to the Company under the said contract/arrangement or waiver of any right with adverse financial implications for the Company.
Identification of Related Parties
Swot of RPT
A RPT swotted under this Policy will be considered approved or ratified if it is authorised by the Audit Committee or the Board or the shareholders in the General Meeting, as applicable, in accordance with the threshold mentioned in this Policy after full disclosure of the Related Party’s interests in the transaction.
The Audit Committee or Board, as applicable, shall review and consider:
The Audit Committee/Board will review all relevant information available to it about the RPT. The Audit Committee or the Board, as applicable, may approve or ratify or recommend to the shareholders, the RPT only if the Audit Committee and/ or the Board, as applicable, determine that, under all of the circumstances, the transaction is fair and reasonable to the Company.
PROCEDURE FOR APPROVAL OF RELATED PARTY TRANSACTION
Provided that where the need for related party transactions cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding rupees 1 crore per transaction.
In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:
Nothing in this Policy shall override any provisions of law made in respect of any matter stated in this Policy, In case any difficulty or doubt arises in the interpretation of this Policy, the decision of the Chairman of the Audit Committee shall be final.
The adequacy of this Policy shall be reviewed and reassessed by the Committee periodically and appropriate recommendations shall be made to the Board to update the Charter based on the changes that may be brought about due to any regulatory amendments or otherwise.
Any subsequent amendment/modification in the applicable laws in this regard shall automatically apply to this Policy and such policy shall be reviewed by the board of directors at least once every three years and updated accordingly
This Policy will be communicated to all Account Heads and other concerned persons of the Company by publishing on the Company’s website.
Any change/amendments to this policy shall be approved by the Board of Directors.
Compliance of this Policy shall be the responsibility of the Chief Financial Officer (CFO) and the Company Secretary of the Company who shall have the power to ask for any information or clarifications from the management in this regard.
RPTs which are within below mentioned thresholds shall require prior Audit Committee & Board approval | ||
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Approval by Audit Committee and Board at their meeting | A. Transaction or Contract or arrangements (not in the ordinary course of Business or not on Arm’s length basis). | Limits for the time being in force |
i. Sale, purchase or supply of goods, materials directly or through appointment of agents | Not exceeding 10% or more of the turnover of the Company. | |
ii. Selling or otherwise disposing of, or buying, property of any kind or through of agents | Not exceeding 10% or more of Net Worth of the Company. | |
iii. Leasing of property of any kind | Not exceeding 10% or more of the turnover of the Company. | |
iv. Availing any services directly or through appointment of agents | Not exceeding 10% or more of the turnover of the Company | |
v. Appointment of any office or place of profit in Company/its subsidiary or associate company | At monthly remuneration not exceeding Rs. 2.5 Lakh. | |
vi. Underwriting the subscription of any securities or derivatives thereof | Remuneration not exceeding 1 % of the Net Worth. | |
vii. Any transaction whether directly or indirectly involving any Related Party which concerns or relating to transfer of resources, services or obligation between the Company and a Related Party regardless of whether a price is charged, but not covered in (i) to (vi) above | Not exceeding threshold as stated above. | |
RPTs which are exceeding below mentioned thresholds shall require prior approval of members in General meeting | ||
Approval at General meeting by Resolution | B. Transaction or contract or arrangements (not in the ordinary course of Business or not on Arm’s length basis). | Limits for the time being in force |
i. Sale, purchase or supply of goods, materials directly or through appointment of agents | Exceeding 10% or more of the turnover of the Company. | |
ii. Selling or otherwise disposing of, or buying, property of any kind or through appointment of agents | Exceeding 10% or more of the Net Worth of the Company. | |
iii. Leasing of property of any kind | Exceeding 10% or more of the turnover of the Company. | |
v. Availing any services directly or through appointment of agents | Exceeding 10% or more of the turnover of the Company. | |
v. Appointment of any office or place of profit in Company/its subsidiary or associate company. | At monthly remuneration exceeding Rs. 2.5 Lakh. | |
vi. Underwriting the subscription of any securities or derivatives thereof. | Remuneration exceeding 1% of the Net Worth. | |
vii. Any transaction whether directly or indirectly involving any Rotated Party which concerns or relating to transfer of resources, services or obligation between the Company and a Related Party regardless of whether a price is charged but not covered in (i) to (vi) above. | If exceeding the threshold limit as staled above. |
For the transaction or transactions to be entered in to either individually or taken together with the previous transactions during a financial year.
Turnover and Net Worth referred above is computed as per audited financial statements for the preceding financial year.
Our Presence
9 LOCATIONS 23 FACTORIES
From a single factory in Rajpura, Punjab, in 1994, we have today grown to 23 manufacturing facilities across nine locations in India. Our manufacturing facilities have a high degree of backward integration and are strategically located.