Introduction

The Board of Directors of JUVENOR HEALTHCARE PRIVATE LIMITED has adopted the following policy with regard to Related Party Transactions detailed below.

Purpose of Policy

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires all listed companies to formulate a policy on materiality of related party transactions and such policy shall be reviewed by the board of directors at least once every three years and updated accordingly. Hence this policy has been reviewed and updated for complying with above requirement.

Definitions

• Arm’s Length Transaction: A transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.
• Audit Committee: Committee of Board of Directors of the Company Constituted under Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Board: Board of Directors of the Company.
• Key Managerial Personnel: Key managerial personnel as defined under Section 2(51) under the Companies Act, 2013.
• Material Related Party Transaction: A transaction with a related party if the transaction to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.
• Relative: Relative as defined under Section 2(77) of the Companies Act, 2013.

Policy

1. Audit Committee:All related party transactions shall require prior approval of the audit committee. All Related Party Transactions shall be reported to the Audit Committee. Provided that only those members of the audit committee, who are independent directors, shall approve related party transaction. In the event any Related Party Transaction as defined under Section 188 of the Companies Act, 2013 is not in the ordinary course of business or at arm’s length, the Company shall comply with the provisions of Section 188 of the Companies Act, 2013. Further, all Material Related Party Transactions shall require approval of the shareholders.
2. Board of Directors:If the Committee does not approve the transaction shall make its recommendation to the Board then the Board shall consider and approve the Related Party Transaction
3. Shareholders:All Material Related Party Transactions and subsequent material modifications thereof shall require prior approval of the shareholders through resolution. Provided that prior approval of the shareholders of a Company shall not be required for a related party transaction to which the listed subsidiary is a party but the Company is not a party. All the transactions, other than the Material Related Party Transactions, with the Related Parties which are not in the ordinary course of business or at Arm’s Length basis shall also require prior approval of the shareholders through resolution, if so required under any law, and the Related Parties shall abstain from voting on such resolution.
4. Consequence of failure to get approval to related party transaction:If a Related Party Transaction requiring prior approval of the Audit Committee is entered into by the Company without being approved under this Policy, the same shall be reviewed by the Committee. The Committee shall evaluate the transaction.
5. Disclosure:Every related party transaction shall be disclosed on the website of the company at juvenorhealthcare.com.