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Transaction

Related Party Transaction Policy

  1. Without the approval of the Audit Committee, the Company does not enter into any contract or agreement with a Related Party. All Related Party Transactions, with the exception of those with Exempted Wholly Owned Subsidiaries, require prior approval from the Audit Committee (whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval).
  2. After receiving approval from the Board of Directors, the Audit Committee shall determine the conditions for granting the omnibus approval, which shall include the following:
    • The total value of transactions that can be permitted on the omnibus route in a calendar year;
    • The maximum amount per transaction that can be allowed;
    • The degree and manner of disclosures to be submitted to the Audit Committee at the time of obtaining omnibus approval;
    • Review Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals made by the Audit Committee at such intervals as the Audit Committee can deem fit;
    • Transactions that cannot be subject to the omnibus approval by the Audit Committee;
    • Transactions that cannot be subject to the omnibus approval by
  3. Based on the above requirements, the Audit Committee may grant omnibus approval for Related Party Transactions that are repetitive in nature in the interest of the Company’s conduct of business.
  4. In the interest of the Company’s conduct of business, the Audit Committee can also grant omnibus approval for Related Party Transactions that cannot be foreseen and for which the above specifics are not available (subject to individual limits per transaction and aggregate limits for all such transactions).
  5. When evaluating a request for approval through the omnibus path, the Audit Committee must be satisfied that the approval is required and that it is in the best interests of the company.
  6. Transactions of the following types are exempt from the omnibus approval process:
  • Transactions that aren’t in the usual course of business or that aren’t conducted at arm’s length.
  • Transactions that aren’t predictable or repetitive in nature.
  • Transactions that are larger than the omnibus approval thresholds.
  • The Company’s inter-corporate loans to and from related parties, as well as the acquisition and selling of investments from and to related parties.
  • Transactions involving the selling or disposal of the Company’s undertaking.
  • Any other transaction that the Audit Committee may specify.
  1. The omnibus approval referred to in (3) and (4) above shall be valid for a period of not more than one year and will entail new approvals after that period has expired.
  2. The Audit Committee shall review the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals granted at least once a quarter.
  3. If a contract or agreement with a related party is not in the usual course of business or at arm’s length, the Corporation must obey the provisions of the Companies Act 2013 and the Laws adopted thereunder, as well as obtain the Board’s or shareholders’ approval, as appropriate.
  4. Except for transactions with Exempted Wholly Owned Subsidiaries, all content-related party transactions will be sent to the Company’s shareholders for approval.

 

A transaction with a related party is considered material if the transaction/transactions to be entered into, either individually or in combination with previous transactions with such related party during the financial year, exceed ten percent (or such other limit as may be specified under applicable laws/regulations, as the case may be) of the annual consolidated turnover as of the previous financial year. Regardless of the above, a transaction involving payments to a third party for brand use or royalty shall be deemed material if the transaction to be entered into, either separately or in conjunction with previous transactions within a financial year, exceeds 2% of the annual consolidated turnover as per the Company’s most recently audited financial statements.