UNITED INTERACTIVE LIMITED
POLICY ON RELATED PARTY TRANSACTIONS
1. PREAMBLE
This Policy on Related Party Transactions (“Policy”) has been framed in accordance with the requirements of:
- Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”);
- Section 177, Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder;
- Applicable Accounting Standards including Indian Accounting Standard (Ind AS) 24 on Related Party Disclosures; and
- Such other laws, rules, regulations, circulars, notifications and amendments as may be applicable from time to time.
The Board of Directors of United Interactive Limited (“Company”) has adopted this Policy to regulate transactions between the Company and its Related Parties and to ensure proper approval, disclosure and reporting of such transactions.
This Policy shall be applicable to the Company and all its subsidiaries, including material subsidiaries, to the extent applicable.
2. OBJECTIVE
The objective of this Policy is to:
- Ensure proper approval and reporting of transactions between the Company and its Related Parties;
- Ensure that Related Party Transactions are undertaken in the ordinary course of business and on an arm’s length basis, wherever applicable;
- Protect the interests of minority shareholders;
- Ensure transparency and compliance with applicable laws and regulations;
- Establish governance processes for identification, review, approval and monitoring of Related Party Transactions.
3. DEFINITIONS
Unless the context otherwise requires, the following expressions shall have the meanings assigned below:
3.1 “Act”
Means the Companies Act, 2013 and the rules made thereunder, including any statutory modification or re-enactment thereof.
3.2 “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.
3.3 “Audit Committee”
Means the Audit Committee constituted by the Board of Directors of the Company under the provisions of the Act and SEBI LODR Regulations.
3.4 “Board”
Means the Board of Directors of United Interactive Limited.
3.5 “Key Managerial Personnel” or “KMP”
Shall have the meaning assigned under Section 2(51) of the Companies Act, 2013.
3.6 “Material Related Party Transaction”
A Related Party Transaction shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the threshold prescribed under Regulation 23 of the SEBI LODR Regulations, as amended from time to time.
3.7 “Ordinary Course of Business”
Means transactions that are entered into in the normal course of the business activities of the Company.
3.8 “Related Party”
Shall have the meaning as defined under:
- Section 2(76) of the Companies Act, 2013;
- Regulation 2(1)(zb) of SEBI LODR Regulations;
- Indian Accounting Standards (Ind AS 24);
- Any amendment or statutory modification thereof.
3.9 “Related Party Transaction” or “RPT”
Means a transfer of resources, services or obligations between:
- the Company or any of its subsidiaries on one hand; and
- a Related Party of the Company or any of its subsidiaries on the other hand,
regardless of whether a price is charged and includes transactions specified under the Companies Act, 2013 and SEBI LODR Regulations.
3.10 “Relative”
Shall have the meaning assigned under Section 2(77) of the Companies Act, 2013 read with the applicable Rules.
3.11 “Subsidiary”
Shall have the meaning assigned under the Companies Act, 2013 and SEBI LODR Regulations.
Words and expressions used but not defined in this Policy shall have the meanings assigned to them under the Companies Act, 2013, SEBI LODR Regulations or applicable accounting standards.
4. IDENTIFICATION OF RELATED PARTIES
The Company shall maintain an updated database of Related Parties based on disclosures received from Directors, KMPs and other concerned persons.
Every Director and KMP shall:
- disclose his/her concern or interest in any Company, body corporate, firm or other association;
- provide declarations relating to Related Parties periodically;
- promptly notify any changes in such disclosures.
The Secretarial Department and Finance Department shall coordinate for maintaining records of Related Parties and Related Party Transactions.
5. REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS
5.1 Approval by Audit Committee
All Related Party Transactions and subsequent material modifications thereto shall require prior approval of the Audit Committee.
The Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the Company, subject to compliance with applicable laws and such conditions as may be prescribed under the Companies Act, 2013 and SEBI LODR Regulations.
The Audit Committee shall consider the following factors while granting approval:
- nature, material terms and particulars of the transaction;
- name of the related party and relationship;
- business rationale for the transaction;
- whether the transaction is in the ordinary course of business;
- whether the transaction is on arm’s length basis;
- benefits to the Company;
- any potential conflict of interest;
- any other relevant information.
The Audit Committee may seek external professional opinion, valuation report or benchmarking analysis wherever considered necessary.
5.2 Omnibus Approval
The Audit Committee may grant omnibus approval for repetitive transactions subject to the following:
- The transactions are repetitive in nature;
- The omnibus approval is in the interest of the Company;
- The approval shall specify:
- name of the related party;
- nature of transaction;
- period of transaction;
- maximum amount;
- indicative base price/current contracted price;
- such other conditions as deemed fit.
Omnibus approvals shall be valid for a period not exceeding one financial year and shall require fresh approval after expiry.
5.3 Approval by Board of Directors
Where required under applicable law, Related Party Transactions shall also require approval of the Board.
Any Director interested in a Related Party Transaction shall abstain from discussion and voting on the matter.
5.4 Approval by Shareholders
All Material Related Party Transactions and transactions requiring shareholders’ approval under applicable laws shall be placed before the shareholders for approval by way of resolution.
No Related Party shall vote to approve such resolutions, whether the entity is a related party to the particular transaction or not, if prohibited under applicable law.
The explanatory statement to the notice shall contain all disclosures as required under applicable law.
6. MATERIAL MODIFICATIONS
The following shall be considered as “material modifications” requiring prior approval of the Audit Committee and/or shareholders, as applicable:
- Any change in the value of the approved transaction exceeding 20% of the originally approved amount;
- Any material change in the nature, duration or commercial terms of the transaction;
- Any deviation from the approved pricing mechanism or basis;
- Any other modification deemed material by the Audit Committee.
7. TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS AND ON ARM’S LENGTH BASIS
The Company shall ensure that Related Party Transactions are entered into:
- in the ordinary course of business; and
- on an arm’s length basis.
To determine whether a transaction is in the ordinary course of business, the following factors may be considered:
- whether the activity is normal or usual for the Company;
- frequency of such transaction;
- industry practices;
- historical practice of the Company.
To determine whether a transaction is on arm’s length basis, the following may be considered:
- comparable uncontrolled pricing;
- benchmarking analysis;
- independent quotations;
- valuation reports;
- market rates and commercial terms.
8. RELATED PARTY TRANSACTIONS NOT APPROVED UNDER THIS POLICY
In the event the Company becomes aware of a Related Party Transaction that has not been approved under this Policy, the matter shall be reviewed by the Audit Committee.
The Audit Committee may:
- ratify the transaction;
- recommend modification of the transaction;
- direct discontinuation of the transaction;
- recommend recovery of losses, if any;
- take any other action deemed appropriate.
The Audit Committee shall also examine reasons for non-compliance and recommend corrective measures.
9. DISCLOSURES
The Company shall make disclosures relating to Related Party Transactions as required under:
- SEBI LODR Regulations;
- Companies Act, 2013;
- Applicable Accounting Standards;
- Secretarial Standards;
- Any other applicable law.
The Company shall:
- Submit disclosures of Related Party Transactions to the Stock Exchange(s) in the prescribed format and timelines;
- Publish the Policy on the website of the Company;
- Include disclosures in the Annual Report;
- Maintain proper records of all Related Party Transactions.
10. ROLE OF MANAGEMENT
The Management of the Company shall:
- identify potential Related Party Transactions;
- provide all relevant information to the Audit Committee;
- ensure compliance with this Policy;
- maintain appropriate records and supporting documents;
- periodically review existing transactions.
11. RELATED PARTY TRANSACTIONS OF SUBSIDIARIES
The Audit Committee of the Company shall review Related Party Transactions entered into by subsidiaries, including material subsidiaries, in accordance with applicable provisions of SEBI LODR Regulations.
Where required under law, prior approval of the Audit Committee and/or shareholders of the Company shall be obtained for transactions involving subsidiaries.
12. EXEMPTIONS
This Policy shall not apply to such transactions or classes of transactions exempted under the Companies Act, 2013 or SEBI LODR Regulations from time to time.
13. INTERPRETATION
Any words used in this Policy but not defined herein shall have the same meaning assigned to them in the Companies Act, 2013, SEBI LODR Regulations or applicable accounting standards.
