Related Party Policy

 

RELATED PARTY TRANSACTION POLICY:
1. Preamble:
The Board of Directors (the “Board”) of Genera Agri Corp Limited (the “Company”), has adopted
the following policy and procedures with regard to Related Party Transactions as defined below.
The Audit Committee will review and may amend this policy from time to time. This policy will
be applicable to the Company. This policy is to regulate transactions between the Company and
its Related Parties based on the applicable laws and regulations applicable on the Company.

2. Purpose:
This policy is framed as per requirement of Reg 29(2) of the SEBI (LODR) Regulations, 2015 entered
by the Company with the Stock Exchanges and intended to ensure the proper approval and
reporting of transactions between the Company and its Related Parties. Such transactions are
appropriate only if they are in the best interest of the Company and its shareholders. The
Company is required to disclose each year in the Financial Statements certain transactions
between the Company and Related Parties as well as policies concerning transactions with
Related Parties.

3. Definitions:
“Audit Committee or Committee” means Committee of Board of Directors of the Company
constituted under provisions of Listing agreement and Companies Act, 2013.
“Board” means Board of Directors of the Company. “Control” shall have the same meaning as
defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
“Key Managerial Personnel” mean key managerial personnel as defined under the Companies
Act, 2013 and includes:

(i)Managing Director, or Chief Executive Officer or manager and in their absence, a whole
time director;
(ii) Company Secretary; and
(iii) Chief Financial Officer
“Material Related Party Transaction” means a transaction with a related party if the
transaction 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.
“Policy” means Related Party Transaction Policy.
“Related Party” means related party as defined in SEBI (LODR) Regulations, 2015 which
is as follows:

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."(iii)
“Related Party Transaction” means any transaction directly or indirectly
involving any Related Party which is a transfer of resources, services or
obligations between a Company and a related party, regardless of whether a
price is charged.
Explanation: A "transaction" with a Related Party shall be construed to include
single transaction or a group of transactions in a contract.

4. Policy: All Related Party Transactions must be reported to the Audit Committee and referred for
approval by the Committee in accordance with this Policy.
4.1 Identification of Potential Related Party Transactions: Each director and Key Managerial
Personnel is responsible for providing notice to the Board or Audit Committee of any potential
Related Party Transaction involving him or her or his or her Relative, including any additional
information about the transaction that the Board/Audit Committee may reasonably request.
Board/Audit Committee will determine whether the transaction does, in fact, constitute a
Related Party Transaction requiring compliance with this policy. The Company strongly
prefers to receive such notice of any potential Related Party Transaction well in advance so
that the Audit Committee/Board has adequate time to obtain and review information about
the proposed transaction.

4.2 Prohibitions related to Related Party Transactions:
All Related Party Transactions shall require prior approval of the Audit Committee. However,
the Audit Committee may grant omnibus approval for Related Party Transactions proposed
to be entered into by the Company subject to the following conditions:
a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line
with the policy on Related Party Transactions of the Company and such approval shall be
applicable in respect of transactions which are repetitive in nature.

b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such
approval is in the interest of the Company;
c) Such omnibus approval shall specify:
(i) the name/s of the related party, nature of transaction, period of transaction, maximum
amount of transaction that can be entered into,
(ii) the indicative base price / current contracted price and the formula for variation in the
price if any and
(iv) such other conditions as the Audit Committee may deem fit

Provided that where the need for Related Party Transaction cannot be foreseen and
aforesaid details are not available, Audit Committee may grant omnibus approval for such
transactions subject to their value not exceeding Rs.1 crore per transaction. Such omnibus
approvals shall be valid for a period not exceeding one year and shall require fresh
approvals after the expiry of one year. Further, all Material Related Party Transactions
shall require approval of the shareholders through special resolution and all entities
falling under the definition of Related Parties shall abstain from voting irrespective of
whether the entity is a party to the particular transaction or not.4.3 Review and Approval of Related Party Transactions:
Related Party Transactions will be referred to the next regularly scheduled meeting of Audit
Committee for review and approval. Any member of the Committee who has a potential
interest in any Related Party Transaction will recuse himself or herself and abstain from
discussion and voting on the approval of the Related Party Transaction.

To review a Related Party Transaction, the Committee will be provided with all relevant
material information of the Related Party Transaction, including the terms of the transaction,
the business purpose of the transaction, the benefits to the Company and to the Related
Party, and any other relevant matters. In determining whether to approve a Related Party
Transaction, the Committee will consider the following factors, among others, to the extent
relevant to the Related Party Transaction:

Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the
Company and would apply on the same basis if the transaction did not involve a Related Party;
 Whether there are any compelling business reasons for the Company to enter into the
Related Party Transaction and the nature of alternative transactions, if any;
 Whether the Related Party Transaction would affect the independence of an independent
director;
 Whether the proposed transaction includes any potential reputational risk issues that may
arise as a result of or in connection with the proposed transaction;
 Whether the Company was notified about the Related Party Transaction before its
commencement and if not, why pre-approval was not sought and whether subsequent
ratification is allowed and would be detrimental to the Company; and
 Whether the Related Party Transaction would present an improper conflict of interest for
any director or Key Managerial Personnel of the Company, taking into account the size of the
transaction, the overall financial position of the director, Executive Officer or other Related
Party, the direct or indirect nature of the director’s, Key Managerial Personnel’s or other
Related Party’s interest in the transaction and the ongoing nature of any proposed
relationship and any other factors the Board/Committee deems relevant.

If the Committee determines that a Related Party Transaction should be brought before the
Board or if the Board in any case elects to review any such matter or it is mandatory under
any law for Board to approve the Related Party Transaction, then the considerations set forth
above shall apply to the Board’s review and approval of the matter, with such modification
as may be necessary or appropriate under the circumstances.

Audit Committee shall review, at least on a quarterly basis, the details of Related Party
Transactions entered into by the Company pursuant to each of the omnibus approval given.
Notwithstanding the foregoing, the following Related Party Transactions shall not require
prior approval of Audit Committee or Shareholders:
I. Transactions entered into between the Company and its wholly owned subsidiary whose
accounts are consolidated with the Company and placed before the shareholders at the
general meeting for approval.
ii. Any transaction that involves the providing of compensation to a director or Key
Managerial Personnel in connection with his or her duties to the Company or any of itssubsidiaries or associates, including the reimbursement of reasonable business and travel
expenses incurred in the ordinary course of business. iii. Any transaction in which the Related
Party’s interest arises solely from ownership of securities issued by the Company and all
holders of such securities receive the same benefits pro rata as the related party.

5. Related Party Transactions not approved under this Policy:
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 matter shall be
reviewed by the Committee. The Committee shall consider all of the relevant facts and
circumstances regarding the Related Party Transaction, and shall evaluate all options available to
the Company, including ratification, revision or termination of the Related Party Transaction. The
Committee shall also examine the facts and circumstances pertaining to the failure of reporting
such Related Party Transaction to the Committee under this Policy, and shall take any such action
it deems appropriate.

In any case, where the Committee determines not to ratify a Related Party Transaction that has
been commenced without approval, the Committee, as appropriate, may direct additional actions
including, but not limited to, immediate discontinuation or rescission of the transaction. In
connection with any review of a Related Party Transaction, the Committee has authority to modify
or waive any procedural requirements of this Policy. This Policy will be communicated to all
operational employees and other concerned persons of the Company