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QUADRAFORT TECHNOLOGIES LIMITED (“Quadrafort” or “Company”) is governed, amongst others, by the rules and regulations framed by Companies Act, 2013. Company is to formulate a policy on materiality of Related Party Transactions (“RPT”) and also on dealing with Related Party Transac ons.
Accordingly, the Company has formulated this policy (Policy) on materiality of Related Party Transactions and on dealing with Related Party Transactions. This Policy regulates all transactions between the Company and its Related Parties.
All the transactions which are identified as Related Party Transactions and subsequent modifications thereof, shall be approved by the Board in the manner specified under the Act. The Board shall consider all relevant factors while deliberating the Related Party Transactions for its approval
Any member of the Board who has a potential interest in any Related Party Transaction shall recuse himself and abstain from discussion and voting on the approval of the Related Party transaction.
A Related Party Transaction which is not in the ordinary course of business, or not at arm's length price, would require approval of the Board or of shareholders, as detailed in subsequent paragraphs.
The Board may grant omnibus approval for Related Party Transac ons which are repe ve in nature and subject to such criteria/condi ons as it may consider necessary in line with this Policy and in the interest of the Company.
Such omnibus approval shall be valid for a period not exceeding one year and shall require fresh approval after the expiry of one year.
The Board shall review, on a quarterly basis, the details of Related Party Transactions and material modifications thereof, entered into by the Company pursuant to the omnibus approval. In connection with any review of a Related Party Transaction, the Board has authority to modify or waive any procedural requirements of this Policy.
A Related Party Transaction entered into by the Company, which is not under the omnibus approval or otherwise pre-approved by the Board, will be placed before the Board for ratification.
In case any Related Party Transactions are referred by the Company to the Board for its approval due to the transaction being (i) not in the ordinary course of business, or (ii) not at an arm's length price, the Board will consider such factors as, nature of the transaction, material terms, the manner of determining the pricing and the business ra onale for entering into such transaction. On such consideration, the Board may approve the transaction or may require such modifications to transaction.Any member of the Board who has any interest in any Related Party Transac on will recuse himself and abstain from discussion and vo ng on the approval of the Related Party Transaction.
If a Related Party Transac on is (i) a material transaction as per Companies Act, 2013 or (ii) not in the ordinary course of business, or not at arm's length price and exceeds certain thresholds prescribed under the Companies Act, 2013, then such RPT and any subsequent material modifica on thereto, shall require shareholders' approval by a resolu on. In such a case, any member of the Company who is a Related Party, irrespective of being related to the said transaction or not, shall not vote on resolution passed for approving such Related Party Transaction.
The provisions of Section 188 of Companies Act, 2013 readwith relevant rules thereof shall not be applicable in case of transac ons entered into between a holding company and its wholly owned subsidiary and between two wholly-owned subsidiaries, whose accounts are consolidated with such holding company and placed before the shareholders at the general mee ng for approval.
In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the Company would obtain post facto approval from the Board, the Board and/or shareholders as required under applicable laws/ regulations and such a transaction shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as post facto approval is obtained as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this policy.
Every contract or arrangement, which is required to be approved by the Board or the shareholders under this Policy, shall be referred to in the Board's report to the shareholders along with the jus fica on for entering into such contract or arrangement
In the event of any conflict between the provisions of this Policy and of the Act or any other statutory enactments, rules, the provisions of such Act or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modifica on in the Act and/or applicable laws in this regard shall automa cally apply to this Policy.
