Policies

Policy on Related Party Transaction

EXPO ENGINEERING AND PROJECTS LIMITED
(Formerly known as Expo Gas Containers Limited)

RELATED PARTY TRANSACTIONS POLICY 

Preamble 

The Board of Directors (the “Board”) of EXPO ENGINEERING AND PROJECTS LIMITED (the “Company” or “EXPO”), has adopted the following policy and procedures with regard to Related Party Transactions as defined below. The Audit Committee will review and may amend this policy as and when required, subject to the approval of the Board of Directors.

Purpose 

This policy is framed as per the amended requirements of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is intended to ensure the proper reporting, approval and disclosure of transactions between the Company and its Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

Definitions 

RELATED PARTY’

an entity shall be considered as related to company if

  1. a) Such entity is a related party under Section 2(76) of the Companies Act,2013;

or b) Such entity is a related party under applicable accounting Standards.

Explanation: A related Party as defined under section 2(76) of Companies Act 2013, with reference to the Company means:

(i) a director or his relative;

(ii) 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 or his relative is a member or director

(v) a public company in which a director or manager is a director or holds along with his relatives, more than two percent 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 on whose advice, directions or instructions a director or manager is accustomed to act;

Provided that nothing in sub‐clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity

(viii) any company which is

  • a holding, subsidiary or an associate company of such company;
  • or o a subsidiary of a holding company to which it is also a subsidiary;

(ix) Such other persons as may be prescribed persons include, Director (excluding independent directors), Key Managerial Personnel of the holding company or their relatives.

“Relative” means relative as defined under section 2(77) of the Companies Act, 2013 and includes anyone who is related to another, if:

  1. They are members of a Hindu undivided family;
  2. They are husband and wife;
  • or Father (including step‐father)
  1. Mother (including step‐mother)
  2. Son (including step‐son)
  3. Son’s wife
  • Daughter
  • Daughter’s husband
  1. Brother (including step‐brother)
  2. Sister (including step‐sister)

‘RELATED PARTY TRANSACTIONS’ means such transactions as specified under the Act and Rules made thereunder and Regulation 2(1) (zc) of the SEBI Regulations, including any amendment or modification thereof, as may be applicable

“Material Related Party Transaction”

The transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

Transaction involving payment made to related party with respect to brand usage or royalty, individually or taken together with previous transactions during a financial year, exceeding 5% of annual consolidated turnover of the Company as per the last audited financial statement, shall also be considered as material related party transaction.

Thus, all transactions with Related Parties beyond the materiality threshold limit, as laid down above and subsequent material modification thereto would be placed before the shareholders for prior approval, irrespective of the fact whether the transaction, contract or arrangement is in the ordinary course of business or at arm’s length.

In addition to the above, all below mentioned transactions as specified under Section 188 of the Act which (a) are not in the ordinary course of business and at arm’s length basis; and (b) exceed the threshold limits laid down in Companies (Meetings of Board and its Powers) Rules, 2014, would be placed before the shareholders for their approval.

 

Sr. No Details of Transactions Threshold Limit
01. Sale, Purchase or supply of any goods or materials directly or through appointment of agents amounting to ten per cent or more of the turnover of the company
02. Selling or otherwise disposing of, or buying property of any kind directly or through appointment of agents amounting to ten per cent or more of the networth of the company
03. Leasing of property of any kind amounting to ten per cent or more of the turnover of the company
04. Availing or rendering of any services directly or through appointment of agents amounting to ten per cent or more of the turnover of the company
Explanation: It is hereby clarified that the limits specified above shall apply for transaction or transactions to be entered into either individually or taken together with the previous transactions during a financial year
05. Appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remuneration exceeding two and half lakh rupees
06. remuneration for underwriting the subscription of any securities or derivatives thereof of the company exceeding one percent. of the net worth

The Companies (Amendment) Act, 2015 and Regulation 23(5) of the SEBI Regulations provides exemption for seeking shareholders’ approval (by Ordinary Resolution) for related party transactions between the Company and its wholly-owned subsidiaries whose accounts are consolidated and placed before the Shareholders at the General Meeting for approval.

PROCEDURE FOR APPROVAL OF RELATED PARTY TRANSACTIONS (“RPTs”)

Approval of the Audit Committee:

All Related Party Transactions (‘RPTs’) and subsequent material modifications thereof shall require prior approval of the Audit Committee.

All Related Party Transactions of a subsidiary(ies) and subsequent material modifications, to which the Company is not a party shall require prior approval of Audit Committee, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year:

exceeds 10% of the annual consolidated turnover, as per the last audited financial statements of the Company (upto March 31, 2023)

exceeds 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary (w.e.f. April 1, 2023)

The Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the Company subject to the following conditions:

The Audit Committee while granting omnibus approval shall consider the repetitiveness of the transactions (in past or in future) and justification for the need of such approval.

The Audit Committee may grant omnibus approval in respect of Related Party Transactions for value not exceeding of Rs. 100 (hundred) Crore in aggregate in a financial year;

The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company.

The omnibus approval shall provide details of

  1. Name of the Related Party;
  2. Nature and duration of the transaction;
  3. Justification for seeking omnibus approval;
  4. Maximum number of transaction(s) that can be entered into;
  5. the Indicative base price or current contracted price and the formula of variation in the price, if any;
  6. Key terms and covenants including non-commercial covenants;
  7. Benchmarking information, if any and

Such other additional information about the proposed transaction(s) to assist / enable Audit Committee in arriving at the decision on the proposal.

However, in case of related party transactions which cannot be foreseen and where the above details are not available, Audit Committee may grant omnibus approval provided the value does not exceed Rs. 1 Crore per transaction.

  • The Audit Committee shall review, at least on a quarterly basis, the details of RPTs entered into by the Company pursuant to each of the omnibus approval given
  • In accordance with the Companies (Amendment) Act, 2015, as well as Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014 w.e.f. December 14, 2015, such omnibus approval shall be valid for a period not exceeding 1 financial year and shall require fresh approvals after the expiry of the one-year period.
  • Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.

The phrase “in ordinary course of business” is not defined in the Act. It has been generally understood to mean the following: –

An activity in which a company is ordinarily engaged as its business (A company engaged in the business of giving loans or guarantees, giving loans or guarantees)

An activity required in conduct of business within normal commercial customs and usages

Transactions in the ordinary course of a company’s current trade bonafide entered into and completed;

Transactions which a company carries out frequently and is not a ‘one-off ‘transaction or an isolated transaction;

Transaction entered into to enable a company remain as a going concern;

A bonafide transaction done. The contract should be incidental to the business.

Provision in the Memorandum of Association or any legal obligation pursuant to which an activity is undertaken

Whether a contract is in the ordinary course of business will have to be determined on

the facts of each case and by considering the points mentioned above, not in isolation

but in combination.

Approval of the Board of Directors of the Company

As per the provisions of Section 188 of the Act, all kinds of transactions specified under the said Section and which are not in the ordinary course of business or not at arm’s length basis or both, will be placed before the Board for its approval. In addition to the above, the following kinds of transactions with Related Parties are also placed before the Board for its approval:

Transactions which may be in the ordinary course of business and at arm’s length basis, but which are as per the Policy determined by the Board from time to time (i.e., value threshold and/or other parameters) require Board approval in addition to Audit Committee approval;

Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval;

Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Board approval.

Transactions meeting the materiality thresholds which are intended to be placed before the shareholders for approval

RELATED PARTY TRANSACTIONS THAT SHALL NOT REQUIRE APPROVAL

Following transactions shall not require separate approval under this Policy

Any transaction pertaining to appointment and remuneration of Directors and Key Managerial Personnel (“KMP”) that has already been approved by the Nomination and Remuneration Committee of the Company or the Board or the shareholders as the case may be;

Transactions that have been approved by the Board under the specific provisions of the Act, e.g. inter-corporate deposits, borrowings, investments with or in wholly owned subsidiaries or other Related Parties;

Transactions involving corporate restructuring, such as buy-back of shares, capital reduction, merger, demerger, hive-off, approved by the Board and carried out in accordance with the specific provisions of the Act or SEBI Regulations,

DISCLOSURES

 It shall be mandatory for every stakeholder of Expo Engineering and Projects Limited covered by this Policy to make a full advance disclosure, in writing to the Compliance Officer with all details of transactions that are proposed to be entered into by such a person with the Company, or by him on behalf of the Company with a Related Party.

All newly appointed officials and directors shall disclose their interest in companies, firms or association of individuals at their first meeting of the Board of Directors attended by them and thereafter every year as per the provisions of Section 184 of the Act.

Every official, director or KMP shall, in accordance with Section 189 of the Companies Act, within 30 days of his appointment or relinquishment of office disclose his concern or interest in any company or body corporate, firms or individuals including his shareholding and also contracts or arrangements in which he is directly or indirectly interested. [Section 184 of the Act].

Any director or Official including KMPs shall promptly notify the Company of any material interest that such person or a Relative of such person had, has or may have in a Related Party Transaction. The notice shall include a description of the transaction and the aggregate amount.

Disclosures in relation to related party transactions shall be made in the financial statements of the Company. [Section 188(2) of the Act and IND AS 24].

SCOPE/ LIMITATION

In the event of any conflict between the provisions of this Policy and the Act, the Rules prescribed thereunder and / or the SEBI Regulations, as the case may be, the provisions of the Act and the Rules prescribed thereunder and / or the SEBI Regulations, as the case may be, shall prevail over this Policy.

DISSEMINATION OF POLICY

This Policy shall be uploaded on the website of the Company and a web link thereto shall be provided in the Annual Report of the Company.

Other Terms:

In case of any subsequent changes in the provisions of the Act, or SEBI (LODR) Regulations or any other regulations, which makes any of the provisions in the Policy inconsistent with the Act or SEBI (LODR) Regulations or regulations, the provisions of the Act or SEBI (LODR) Regulations or regulations would prevail over the Policy and the provisions in the Policy would be modified in due course to make it consistent with the law.

The Board will review, this policy from time‐time as and when necessary or required but at least once every three years and amended or updated accordingly.

This Policy reviewed and approved by the Board of Directors at its meeting held on 11th May,2026