Mana & Kias Infra Limited

info@manakiasinfra.com

Shivaji Nagar, Whitefield, Bengaluru, Karnataka 560048

RELATED PARTY TRANSACTION POLICY

1) INTRODUCTION  

The Company’s securities will be listed on BSE SME Platform of the Bombay Stock Exchange  Limited (the “Stock Exchange”) and it is required to comply with the provisions of Companies  Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and  Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) to the extent applicable.  The Listing Regulations mandates listed entities to formulate a policy on materiality of Related  Party Transactions (“RPT”) and also on dealing with RPTs. It is in this context that the Policy  on Related Party Transaction (“Policy”) is being framed and implemented.  

2) OBJECTIVE  

In view of the provisions of the Act and Listing Regulations to the extent applicable, the Board  of Directors of the Company has adopted this Policy. The Policy envisages the materiality of  RPTs, procedure governing RPTs required to be followed by the Company to ensure  compliance with the provisions of the Act and Listing Regulations to the extent applicable and  regulates all transactions between the Company and its Related Parties. The Audit Committee  will review the same from time to time and propose the amendment required in the policy to  the Board of Directors.  

3) DEFINITIONS  

“Arm’s length transaction” means a transaction between two Related Parties that is  conducted as if they were unrelated, so that there is no conflict of interest;  

“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, as amended; 

“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 the limits as prescribed under Companies Act,  2013;  

“Ordinary Course of Business” means routine businesses of the Company and usual  transactions and practices of business and would include activities which are incidental to or  related to the businesses of the Company;  

“Policy” means Related Party Transaction Policy; All capitalized terms used in this Policy but  not defined herein shall have the meaning assigned to such term in the Companies Act, 2013  and the rules thereunder and the Listing Regulations, as amended from time to time.  

4) PROHIBITIONS RELATED TO RELATED PARTY TRANSACTIONS  

All RPTs shall require prior approval of Audit Committee. Such approval may be obtained  through circular resolution. Further, all Material Related Party Transactions shall require  approval of the Board as well as shareholders through ordinary resolution provided no  approval of the shareholders is required if the following conditions are satisfied:  

  1. A) Transactions entered into between a holding company and its wholly owned subsidiary  whose accounts are consolidated with such holding company and placed before the  shareholders at the general meeting for approval.  
  2. B) Transactions fulfilling all the following three conditions:  
  3. i) It is in the Ordinary Course of Business;  
  4. ii) It is at Arm’s length; and  

iii) The transaction does not exceed 10% of the annual consolidated turnover of the Company  as per the last audited statement. 

5) OMNIBUS APPROVAL BY THE AUDIT COMMITTEE  

All RPTs shall require prior approval of the Audit Committee. However, the Audit Committee  may grant omnibus approval for RPTs proposed to be entered into by the Company subject  to the following conditions:  

  1. A) Such approval shall be applicable in respect of transactions which are repetitive in nature.  
  2. B) The Audit Committee shall satisfy itself the need for such omnibus approval and that such  approval is in the interest of the Company;  
  3. C) Such transactions are entered in the Ordinary Course of Business and are at Arm’s Length;  D) Such omnibus approval shall specify:  
  4. i) the name/s of the Related Party;  
  5. ii) nature of transaction;  

iii) period of transaction;  

  1. iv) maximum amount of transaction that can be entered into;  
  2. v) the indicative base price / current contracted price and the formula for variation in the  price if any; and  
  3. vi) such other conditions as the Audit Committee may deem fit;  

Provided that where the need for RPTs 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. One Crore per transaction.  

  1. E) Audit Committee shall review, atleast on a quarterly basis, the details of RPTs entered into  by the Company pursuant to each of the omnibus approval given.  
  2. F) Such omnibus approvals shall be valid for a period not exceeding one year and shall require  fresh approvals after the expiry of one year”. 

6) REVIEW AND APPROVAL OF RELATED PARTY TRANSACTION 

  1. A) Audit Committee  
  2. i) All the transactions which are identified as RPTs should be pre-approved by the Audit  Committee before entering into such transaction. The Audit Committee shall consider all  relevant factors while deliberating the RPTs for its approval.  
  3. ii) RPTs will be referred to the next regularly scheduled meeting of Audit Committee for  review and approval. Any member of the Committee or the Directors of the Board who has a  potential interest in any RPT shall not be present at the meeting during discussions on the  subject matter and shall recuse himself or herself and abstain from discussion and voting on  the approval of the RPTs.  

iii) RPTs which are (i) not in the Ordinary Course of Business, or (ii) not at Arm’s Length price,  would require approval of the Board of Directors or of shareholders.  

  1. iv) RPTs entered into by the Company, which is not under the omnibus approval or otherwise  pre-approved by the Audit Committee, will be placed before it for ratification.  
  2. B) Board of Directors  

In case any RPT is 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 rationale for entering into such transaction. On such  consideration, the Board may approve the transaction or may require such modifications to  transaction terms as it deems appropriate under the circumstances. Any member of the Board  who has any interest in any RPTs will recuse himself and abstain from discussion and voting  on the approval of the RPT.  

  1. C) Shareholders  

If a transaction is (i) a Material Related Party Transaction, 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, it shall require shareholders’ approval by an ordinary resolution. 

  1. D) Reporting of RPT  

Every contract or arrangement, which is required to be approved by the Board/shareholders  under this Policy, shall be specified in the Board’s report to the shareholders along with the  justification for entering into such contract or arrangement.  

7) LIMITATION AND AMENDMENT  

In the event of any conflict between the provisions of this Policy and of the Companies Act,  2013 or Listing Regulations or any other statutory enactments, rules, the provisions of  Companies Act, 2013 or Listing Regulations or statutory enactments, rules shall prevail over  this Policy. Any subsequent amendment / modification in the Listing Regulations, Companies  Act, 2013 and/or applicable laws in this regard shall automatically apply to this Policy.  

8) DISCLOSURE OF THE POLICY  

The Policy shall be displayed on the Company’s website and address of such web link shall be  provided in the Annual Report of the Company