The Companies Act, 2013 (the Act), the rules framed thereunder contain detailed provisions relating to Related Party Transactions. The Policy governs the transactions with the Related Parties keeping in view the potential or actual conflict of interest which may arise upon the transactions entered into by the Company with the Related Parties and whether such transactions are consistent with the interest of the Company and its members.

To create documented guidelines for regulating transactions of the Company with its related parties to ensure the following:

1. a. Transactions are approved as per the policy.
2. b. Nature of agreement / Basis of transactions are well established and evidenced.
3. c. Appropriate disclosure of all transactions, as applicable

1. a. “Related Party” in relation to the company means a party related to the company in any of the ways as laid down in Section 2(76) of the Companies Act, 2013 as amended from time to time and includes the following
   • i. a director or his relative ;
   • ii. a key managerial personnel or his relative ;
   • iii. a firm, in which a director, manager or his relative is a partner ;
   • iv. a private company in which a director or manager is a member or director
   • v. a public company in which a director or manager is a director and holds along with his relatives, more than two per cent of its paid-up share capital ;
   • vi. anybody corporate whose Board of directors, managing director, or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager ;
   • vii. any person under whose advice, directions or instructions a director or manager is accustomed to act:
   • viii. any company which is –
     • a holding, subsidiary or an associate company of such company ;
     • a subsidiary of a holding company to which it is also a subsidiary ; or
     • an investing company or the venturer of the company
   • ix. Such other person as may be prescribed.

In addition to the above, an entity will be considered as a related party if it satisfies the conditions laid down as per Ind AS 24

Provided that any person or entity forming a part of the promoter or promoter group of the listed entity or holding 20% or more [or 10% or more (w.e.f. 01/04/2023)] of shareholding in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year shall be deemed to be a related party.

2. b. “Relative” means relative as defined in Section 2(77) of the Companies Act, 2013. Accordingly, ‘‘relative’’, with reference to any person, means anyone who is related to another, if—
   • (i) They are members of a Hindu undivided family ;
   • (ii) They are husband and wife ;
   • (iii) one person is related to the other in such manner as may be prescribed As per Rule 4 of Companies (Specification of definitions details) Rules, 2014 includes a person who shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely: –
     • Father (including step-father)
     • Mother ( including step-mother)
     • Son ( including step-son)
     • Son’s wife
     • Daughter
     • Daughter’s husband
     • Brother ( including step-brother)
     • Sister (including step-sister)
3. c. “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.
4. d. “Holding Company” means holding company as defined in Section 2(46) of the Companies Act, 2013. Accordingly, “holding company”, in relation to one or more other companies, means a company of which such companies are subsidiary companies
5. e. “Key Managerial Personnel” (KMP) means as defined in Section 2(51) of the Companies Act, 2013. Accordingly, “key managerial personnel”, in relation to a company, means
   • i. The Chief Executive Officer or the Managing Director or the Manager;
   • ii. The Company Secretary;
   • iii. The Whole-time Director;
   • iv. The Chief Financial Officer;
   • v. Such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
   • vi. Such other officer as may be prescribed;
6. f. A Related Party Transaction (RPT) is a transfer of resources, services, or obligations between Si Creva and a Related Party as defined under the Companies Act, 2013.
7. g. “Ordinary Course of business” shall mean the usual transactions, customs and practices of the business of the Company and would include activities to be carried out incidental to or to facilitate the business of the Company and is usual or customary to the Company.
8. h. “Ordinary Course of Business” with reference to a transaction with a related party means a transaction which is:
   • Carried out in the normal course of business envisaged in accordance with the Memorandum of Association (“MOA”) of the Company as amended from time to time;
   • Historical practice with a pattern of frequency;
   
   • Common commercial practice; or
   • Meets any other parameters/criteria as decided by the Board/Audit Committee from time to time.
9. i. “Policy” means this Related Party Transaction Policy, as amended from time-to-time.

1. a. Contracts / arrangements will be treated as Related Party Transaction if the same has been entered into with any entity which fulfills the definition of “Related Party” as per Accounting Standard -18 and/or definition given under Section 2(76) of the Companies Act, 2013.
2. b. All related party contracts/arrangements shall be entered into on arms’ length basis.
3. c. In exceptional circumstances, where permitted by law, related party contracts / Arrangements may deviate from the principle of arm’s length, after approval from the Board.
4. d. All related party contracts / arrangements shall comply with the Companies Act, 2013.
5. e. All related party contract / arrangements shall comply with Indian Accounting Standards.
6. f. All domestic related party contracts / arrangements shall, wherever applicable, comply with Domestic Transfer Pricing Requirement under section 92BA of Income Tax Act, 1961 including certification from independent accountants under the Transfer Pricing Regulations.
7. g. All international related party contract / arrangements shall comply with International Transfer Pricing Requirement under section 92B of Income Tax Act, 1961 including certification from independent accountants under the Transfer Pricing Regulations
8. h. The Audit Committee shall review the transactions entered into with the related party on a quarterly basis and submit them to the Board for its approval.

The company adopts the following additional steps / procedure after its Identification of Related Party
a. Related parties are as defined under the Companies Act, 2013.
b. Identification and confirmation of related party status need to be followed periodically.
c. In the case of KMP/ Directors, the disclosure needs to be in the form of declarations which should be taken on the appointment and event-based.

1. • Related Party Transactions to be entered by the Company should be on arm’s length basis and in the ordinary course of business
2. • Specific approval of the Audit Committee/ Board of Directors is required for Related Party Transactions not in ordinary course of business under the Act.
3. • Transaction exceeding the threshold defined under rule 15(3) of Companies (Meeting of the Board and its Powers) Rules 2014 also require approval of the shareholders Nothing in this Policy shall override any provisions of Applicable Law made in respect of any matter stated in this Policy

The approval of RPT shall follow the below guidelines and in doing so, shall consider the key transaction identification parameters and other related considerations (as below) included under this section:

a. Omnibus approval criteria
b. Arm’s length determination
c. Evaluation of transaction under Ordinary Course of Business
d. Evaluation of Materiality
A. Omnibus Approval Criteria
a. Criteria for Omnibus Approval as approved in the Policy
b. The transaction is / shall be frequent/regular/repetitive in nature.
c. The transaction is / shall be in the ordinary course of business and at arm’s length.
d. Such other criteria as may be laid down by the Audit Committee.
e. Such approval shall remain valid for a period not exceeding one year, during which period the commercial terms of approved RPTs may change, provided that, arm’s length criterion shall be ensured at the time of each such change.
f. Omnibus Approval shall specify
(i) Name of the related party
(ii) Nature of the transaction under the ordinary course of business at Arm’s length
(iii) Period of the transaction
(iv) The maximum amount of transactions that can be entered into
(v) Any other information relevant or important for the audit committee to take a decision on the proposed transaction

The details of such transactions shall be reported at the next meeting of the Audit Committee. All other transactions would require approval.

B. Arm’s Length Determination

The Audit Committee/the Board shall, in respect of the RPTs referred to them for approval, after considering the information/ documents placed before them;

• judge if the transaction is at an arm’s length basis.
• At the time of determining the arms’ length nature of the price charged for the Related Party Transaction, a permissible method of arms’ length pricing as per applicable law would be considered.
• The Audit Committee/ the Board may seek views of professionals/ specialists (on a need basis) for analyzing the appropriateness of the transactions from ‘arm’s length’ perspective.
C. Evaluation of transaction under Ordinary Course of Business
• Transactions entered in pursuance of the business objective of the Company and necessary for Company’s operations or related financial activities, including the fixed assets transactions.
• The Audit Committee/the Board shall, in respect of the RPTs referred to them for approval, after considering the information/ documents placed before them; judge if the transaction is in the ordinary course of business.
• The Audit Committee/ the Board may seek views of professionals/ specialists (on a need basis) for analyzing the appropriateness of the transactions from ‘ordinary course of business’.
D. Evaluation of Materiality:

The RPTs which cross the Materiality thresholds under the Companies Act, 2013 as per Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 shall be entered by the Company only with prior approval of shareholders of the Company by a resolution, as per applicable provisions of the Act, as may be amended from time to time.

In the event of entering into 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 Audit Committee. The Audit Committee shall consider 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.

In any case, where the Audit Committee determines not to ratify a Related Party Transaction that has been commenced without approval, the Audit Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction.

All the Disclosure would be done in compliance and in accordance with the requirement as specified under the Companies Act 2013 and IndAS 24.

This Policy is framed based on the provisions of the the Companies Act, 2013 and rules thereunder and other applicable laws. In case of any subsequent changes in the provisions of the the Companies Act, 2013 and rules thereunder or other applicable laws, the relevant amended provisions would prevail over the Policy and the provisions in the Policy would be modified in due course to make it consistent with law.

This Policy shall be reviewed by the Board as and when any changes are to be incorporated in the Policy due to change in applicable laws. or at least once every year and updated accordingly.