RELATED PARTY TRANSACTION POLICY
The Board of Directors (the "Board") of Sterling Chemicals and Alcohols Limited (the "Company" or "SCAL"), has adopted the following policy and procedures with regard to the Related Party Transactions as defined below. The Audit Committee shall review and may propose amendments to this policy as may be required.
The policy will be applicable to the Company. This policy is to regulate transactions between the Company and its related parties based on the laws and regulations applicable on the company.
This policy is framed as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and intended to ensure the proper approval and reporting of transaction between the Companyand its Related Parties as determined under Listing Regulations 2015, Companies Act, 2013 and rules prescribed thereunder (“Act”), and any other laws and regulations as may be applicable to the Company.
The Company is required to disclose in its Annual Financial Statements and Directors Report, certain transactions between the Company and Related Parties as well as policy relating thereto. The Related Party Transaction Policy shall be disclosed on the website of the Company and a web link thereto shall be provided in the Annual Report.
"Arm's Length Transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no question of conflict of interest.
"Associate" means a Company as defined under section 2(6) of the Companies Act, 2013 and as defined by Accounting Standard (AS) 23, "Accounting for Investments in Associates in Consolidated Financial Statements" and by Accounting Standard (AS) 18, "Related party disclosures".
"Audit Committee or Committee" means the Committee of the Board formed undersection177 of the Act and Regulations 18 of Listing Regulations 2015.
"Board" means Board of Directors of the Company.
"Control" means control as defined in Section 2 (27) of the Act and shall have the samemeaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
"Key Managerial Personnel" shall mean the officers of the Company as defined in Section 2(51)of the Act.
"Policy" means Related Party Transaction Policy.
"Material Related Party Transaction" means a transaction with a related party where thetransaction/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.
"Related Party" as defined under Listing Regulations 2015 is as under –
An entity shall be considered as related to the Company if:
- (i) Such entity is a related party under section 2 (76) of the Companies Act, 2013; or
- (ii) Such entity is a related party under the applicable accounting standards.
Section 2(76) of the Companies Act, 2013, as referred above, defines Related Party as —
- (i) A Director or his relative;
- (ii) A Key Managerial Personnel or his relative;
- (iii) A firm, in which a director, manager or his relative is a partner;
- (iv) A private company in which a director or manager is a member or director;
- (v) A public company in which a director or manager is a director and holds along with his relatives, more than two per cent. of its paid-up share capital;
- (vi) Anybody corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; [Except advice, directions or instructions given in a professional capacity]
- (vii) Any person on whose advice, directions or instructions a director or manager is accustomed to act.[Except advice, directions or instructions given in a professional capacity]
- (viii) Any company which is a holding, subsidiary or an associate company of such company; or a subsidiary of a holding company to which it is also a subsidiary.
- (ix) A director other than an Independent Director or Key Managerial Personnel of the holding Company or his relative with reference to a Company.
"Relative": with reference to any person, means who is related to another, if:-
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- (i) They are members of a Hindu Undivided Family;
- (ii) They are Husband or wife or
- (iii) One person is related to the another in the following manner, namely:-
a. Father, includes step-father.
b. Mother, includes step-mother.
c. Son, includes step-son.
d. Son’s wife.
f. Daughter’s husband.
g. Brother, includes step-brother.
h. Sister, includes step-sister.