As a general rule, company directors and senior management personnel shall avoid conducting company business with related parties and the employment of related parties in positions having financial influence. Should the company need to enter into any contract or arrangement with a Related Party, it will be with the prior approval of the Audit Committee.

Transactions with related party shall be conducted adopting normal system & procedure of the company applicable on that transaction as if they are entered with unrelated party.

If need for related party transactions cannot be foreseen, transactions upto Rs. 5 crore in a year in aggregate may be entered subject to the following:

i) No transaction shall exceed Rs. 50 Lacs, and

ii) Transactions upto Rs. 1 Crore between two Audit Committee meetings may be entered,

The above transactions shall comply with normal S&P of that transaction and will be placed in the next Audit Committee meeting for approval as per normal practice.

In the event such contract or arrangement is not in the ordinary course of business or at arm’s length, the company shall comply with the provisions of the Companies Act 2013 and the Rules framed thereunder and obtain approval of the Board and/or Shareholders, as applicable, for such contract or arrangement.

All material related party transactions, as per applicable provisions of the Companies Act, 2013/ Listing Regulations, will be placed for approval of the Shareholders of the Company.

For the above purpose, a transaction with a related party shall be considered material if –

i) The transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company; or

ii) A transaction involving payments to a related party with respect to brand usage or royalty to be entered into individually or taken together with previous transactions during a financial year, exceed 5% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.