POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
SCOPE AND APPLICABILITY
This policy is called “DEEP COMMERCIALS LIMITED” – POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS” (“RPT Policy”).
Deep Commercials Limited (“the Company”) enters into transactions with Related Parties to carry on its business. This RPT Policy shall apply while dealing with such Related Parties.
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides, among other things, that the company shall formulate a policy on dealing with Related Party Transactions.
This policy intends to comply with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to ensure proper approval and reporting of dealings with Related Parties and shall also be governed by the Companies Act, 2013 read with Rules made thereunder, as may be amended from time to time.
The Company is committed to transparency and fairness in dealing with all Related Parties and in ensuring adherence to all applicable laws and regulations, as may be amended from time to time.
APPROVAL OF RELATED PARTY TRANSACTIONS
All transactions with Related Parties shall be in the ordinary course of business and at arm’s length and shall be subject to the prior approval of the Audit Committee. If any transaction with Related Party(s) is not in the ordinary course of business and/or not at arm’s length, then:
1. All such transactions will require prior approval of the Audit Committee
2. Will require prior approval of the Board; and
3. Will require prior approval of the shareholders of the Company by special resolution if they exceed the threshold limits mentioned u/s 188 of the Act read with Rules.
Further, any Material Transaction proposed to be entered into with a related party shall also be approved by the Board of Directors of the Company after they have been approved by the Audit Committee.
LIMITATION AND AMENDMENT
In the event of any conflict between the provisions of this Policy and of the Act or Listing Agreement or any other statutory enactments, rules, the provisions of such Act or Listing Agreement or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modification in the Listing Agreement, Act and/or applicable laws in this regard shall automatically apply to this Policy.
POLICY OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS
The role and responsibilities of Non-Executive Directors (NED) and the degree and quality of their engagement with the Board has undergone a substantial change over a period of time. The Non executive Directors bring in a wider perspective in the deliberations and decision-making of the Board which adds value to the Company. They also play a crucial role in the Independent functioning of the Board.
CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS
The Nomination and Remuneration will recommend the sitting fees and other remunerations payable to NEDs and IDs to the Board based on Company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board and upon evaluation of performance of independent director.
Overall remuneration (sitting fees and commission- if any) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives).
Reimbursement of Expenses
The Company may pay to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/her role as a Director of the Company.