1. Background
FINOVATEX TECHNOLOGIES PRIVATE LIMITED is a private limited company incorporated under the Companies Act, 2013, with its registered office at Unit No-508, Tower-b, Bhutani Alphathum, Sec-90, Nepz Post Office, Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201305.
The Company is engaged in financial technology services, digital platform operations and technology-enabled support for customer onboarding, credit information, application facilitation, digital documentation and related operational processes.
2. Purpose and Objectives
The Companies Act, 2013, together with rules, circulars, notifications and applicable accounting standards, prescribes requirements for identification, approval and disclosure of Related Party Transactions.
This Related Party Transaction Policy has been adopted to strengthen corporate governance, promote transparency and ensure appropriate oversight of transactions involving related parties.
The objectives of this Policy are to:
- identify and monitor transactions with related parties;
- prevent, disclose and manage actual or potential conflicts of interest;
- ensure that related party transactions are reviewed in a fair and transparent manner;
- support compliance with applicable law, accounting standards and internal governance requirements.
3. Applicability
This Policy applies to all transactions that qualify as Related Party Transactions under the Companies Act, 2013, applicable rules and Indian Accounting Standard requirements, as may be applicable to the Company from time to time.
The Policy applies to the Company, its directors, key managerial personnel, employees involved in transaction approval, and any related party transaction entered into by the Company.
4. Definitions
For the purposes of this Policy, unless the context otherwise requires:
Arm's Length Transaction means a transaction between related parties conducted as if they were unrelated, so that there is no conflict of interest and the terms are comparable to those available between independent parties.
Board means the Board of Directors of FINOVATEX TECHNOLOGIES PRIVATE LIMITED.
Key Managerial Personnel shall have the meaning assigned under Section 2(51) of the Companies Act, 2013.
Ordinary Course of Business refers to transactions that are normal, routine or incidental to the business activities and operations of the Company.
Related Party shall have the meaning assigned under Section 2(76) of the Companies Act, 2013 and applicable accounting standards.
Related Party Transaction means a transaction, arrangement or transfer of resources, services or obligations between the Company and a related party, whether or not a price is charged.
5. Identification and Compliance Requirements
All Related Party Transactions shall be identified in accordance with applicable provisions of the Companies Act, 2013 and relevant accounting standards.
As a general principle, Related Party Transactions should be entered into on an arm's length basis and in the ordinary course of business. Where a transaction does not satisfy these principles, prior approval of the Board or shareholders shall be obtained where required by law.
All such transactions should be conducted in compliance with:
- the Companies Act, 2013 and rules made thereunder;
- applicable Indian Accounting Standards;
- transfer pricing and tax requirements, where applicable;
- any other law, regulation or governance requirement applicable to the Company.
Directors and Key Managerial Personnel should provide periodic declarations of related parties and promptly inform the Company of changes that may affect related party status.
6. Approval and Review of Related Party Transactions
Transactions requiring review or approval shall be placed before the Board or other approving authority, as applicable, with relevant details such as:
- name of the related party and nature of relationship;
- nature, duration, value and commercial purpose of the transaction;
- pricing mechanism and basis for arm's length assessment;
- whether the transaction is in the ordinary course of business;
- approvals or disclosures required under applicable law.
The Board may grant omnibus approvals for repetitive or recurring transactions where permitted by law and subject to conditions, review requirements and validity periods specified under applicable provisions.
Any Related Party Transaction entered into without required prior approval should be placed before the Board or shareholders, as applicable, for review, ratification or other action permitted under law.
7. Role of the Board of Directors
The Board is responsible for oversight of this Policy and for reviewing Related Party Transactions in accordance with applicable law and governance standards.
Directors who are interested in a particular transaction shall disclose their interest and shall not participate in discussion or voting where recusal is required under applicable provisions.
In reviewing a transaction, the Board may consider arm's length criteria, ordinary course of business factors, commercial justification, materiality, potential conflicts of interest and the interests of the Company and its stakeholders.
8. Shareholder Approval
Where a Related Party Transaction is material, not in the ordinary course of business, not on an arm's length basis or otherwise requires shareholder approval under applicable law, the Company shall obtain approval through an appropriate resolution in accordance with statutory requirements.
9. Reporting and Disclosure
Related Party Transactions approved under this Policy shall be recorded and disclosed in the Company's statutory reports, financial statements or other filings where required under the Companies Act, 2013, applicable accounting standards and other relevant laws.
Records and supporting documentation relating to approved transactions shall be retained in accordance with the Company's document-retention practices and applicable legal requirements.
10. Policy Review and Amendment
This Policy may be reviewed periodically by the Board and updated as required to reflect changes in law, accounting standards, business operations or governance practices.
If any provision of this Policy conflicts with applicable law, the applicable law shall prevail to the extent of the inconsistency.
11. Contact
For queries relating to this Policy, FINOVATEX TECHNOLOGIES PRIVATE LIMITED may be contacted at services@finovatexlending.com.