RELATED PARTY TRANSACTIONS - POLICY & PROCEDURES

1. Preamble

1.1 . MSTC Limited ("MSTC" or "Company")is committed to uphold the highest

ethical and legal conduct in futfitting its responsibitities and recognizes that
retated party transactions can present a risk of actual or apparent conflict of
interest of the Directors, senior management etc. with the interest of MSTC.

1.2. The board of directors of MSTC (the "Board of Directors" or "Board") adopts
the fotlowing policy and procedures (the "Policy") with regard to Retated
Party Transactions ("RPT") as defined betow, in compliance with the
requirements of Section 188 of the Companies Act 20'13 and the Rules made
thereunder and any subsequent amendments thereto (the "Act") and the
Securities and Exchange Board of lndia (Listing Obtigations & Disctosure
Requirements) Regutations, 2015 ("Listing Regulations"), as amended, and
such other regutatory provisions, as may be appticabte in order to ensure
timely identification, approva[, disclosure and reporting of transactions
between the Company and any of its Retated Parties (as defined below).

1 ,3. Considering the requirements for formutation of a poticy on materiatity of

retatecl party transactions ancl on dealing with related party transactions
under Regulation 23 of the Listing Regutations, MSTC has formulated the
foltowing guidetines for identification of retated parties and the proper
conduct and documentation of atl retated party transactions.

1.4. This Poticy is intended to ensure timety identification of an RPT, its satient
terms and conditions, detail the approvat process, outline the disctosure and
reporting requirements thereof and to ensure transparency in the conduct of
RPT's, so that there is no conftict of interest. The Board of Directors of the
Company ('the Board') had first adopted this Poticy on llth January, 2019 with
respect to RPT's and a standard operating procedure to regutate transactions
between the Company and its Retated Parties on the recommendation of the
Audit Committee.
.,
Objective

2.1. This Poticy is irrtelrcled to ensure systcmatic identification, approval and/ or

reporting of transactions as applicabte, between MSTC and any of its Retated
Party in the best interest of MSTC and its stakehotders. Provisions of this
Poticy are designed to govern the transparency in identification and approvat
process as wetl as disctosure requirements to ensure fairness in the conduct of
Retated Party Transactions, in terms of the applicabte laws. This Poticy shatt
supptement other poticies of MSTC that may be in force for identification,
approvat and / or reporting of transactions with related persons.
2.2. The audit committee of MSTC ("Audit Committee") shatl review, approve and
ratify Retated Party Transactions based on this Policy in terms of the
requirements under the above provisions. The Board of Directors reserves the
power to review and amend this Poticy from time to time. Any exceptions to
the Poticy on Related Party Transactions shal[ be consistent with the
Companies Act 2013, including the rutes promutgated there under and the
Listing Regulations and shall be approved in the manner as may be decided by
the Board of Directors.

3. Transactions Covered by this Policy

3.1. A transaction covered by this Policy inctudes any contract or arrangement

with a related party with respect to transactions defined hereunder as
'Retated Party Transaction.
3.2. Provided further that any transaction entered into by MSTC with Related
Party in its ordinary course of business and on an arm's length basis, shatl be
periodicatty reported to the Audit Committee.

4. Definitions
4.1 "Act" means the Companies Act, 2013, to the extent notified and the
Companies Act, 1956, to the extent in force and rules made there under as
amended from time to time.

4.2 "Associate Company" shatl have the meaning prescribed in section 7(6) of
the Companies Act, 2013 and regulation 2(1Xb) of the SEBI (Listing
Obtigations and Disclosure Requirements) Regutations, 201 5;

4.3 "Audit Committee" means a committee of the board of directors of MSTC

constituted under provisions of the Act and Listing Regulations.

4.4 "Board" or "Board of Directors" means the board of directors of MSTC.

4.5 "Control" shatl have the meaning prescribed in section 2(27) of the
Companies Act, 2013;

4.6 "Key Managerial Personnel" or "KMP" shatl have the meaning prescribed in
section 2(51) of the Companies Act, 2013;

4.7 "Listing Regulations" means Securities and Exchange Board of lndia (Listing
Obtigations and Disctosure Requirements) Regutations,2015, as amended from
time to time.

4.8 "Office or place of profit" means any office or place -

(i) where such office or ptace is hetd by a director, if the director holding it,
receives from MSTC anything by way of remuneration over and above the
remuneration to which he is entitled as director, by way of satary, fee,
commission, perquisites, any rent-free accommodation, or otherwise;
 (ii) where such office or ptace is hetd by an individual other than a director or
by any firm, private company or other body corporate, if the individuat,
firm, private company or body corporate hotding it, receives from MSTC
anything by way of remuneration, satary, fee, commission, perquisites,
any rent-free accommodation, or otherwise.

4.9 "Related Party" means a Retated Party as defined under:

a) Section 2(76) of the Companies Act, 2013;or
b) Regutation 2(1)(zb) of the SEBI (Listing Obligations and Disctosure Requirements)
Regulations, 2015;or
c) lndian Accounting Standard (lND AS) 24 as notified by the Centrat Government.
4.10 "Relative" sha[[ have the meaning prescribed in section 2(77) of the
Companies Act, 2013 and regutation 2(1)(zd) of the SEBI (Listing Obtigations
and Disctosure Requirements) Regutations, 201 5;

4.11 "Related Party Transaction" means Transactions / Contracts /Arrangement which

fatts within the purview of:
a) Section 188 of the Companies Act, 2013;or
b) Regutation 2(1)(zc) of the SEBI (Listing Obtigations and Disctosure Requirements)
Regulations, 2015;or
c) lndian Accounting Standard (lND AS) 24 as notified by the Centrat Government.
4.12 "Material Related Party transactions" means related party transaction to be
entered into individuatty or taken together with previous transactions during a
financiat year, exceeds Rs. 1000 crore or ten per cent of the annual consolidated
turnover of the listed entity as per the last audited financial statements of the
[isted entity, whichever is lower.

Provided that, a transaction invotving paymcnts made to a related party with

respect to brand usage or royatty shatl be considered material if the transaction(s)
to be entered into individualty or taken together with previous transactions during
a financial year, exceed five percent of the annual consotidated turnover of the
listed entity as per the tast audited financiat statements of the Listed entity.

Further to above, Material Retated ParLy Lrarrsactions shatl also mean fottowing
transactions as covered under Section 188 of the Act, by MSTC with Related
Parties:

S. No. Transaction or Contracts or *Limits for the time being in force (as per
Arrangements for Rule 15 of the Companies (Meetings of
Board and its Powers) Rules. 20141
1.
Sate, purchases or suppty of any 10% or more of the turnover of the
goods or materials, directly or company.
through appointment of agent
For the transaction or transactions to be
entered into either individuatty or taken
together with the previous transactions
during a financiat year.

l.l '
 10% or more of the net worth of the
2. Settingor otherwise disposing
of, or buying property of any company.
kind, directly or through
appointment of agent For the transaction or transactions to be
entered into either individualty or taken
together with the previous transactions
during a financial year

3. Leasing of property of any kind 10% or more of the Turnover of the

company.

For the transaction or transactions to be

entered into either individualty or taken
together with the previous transactions
during a financiat year.

4. Avaiting or rendering of any 107o ot lilore of Turlrover of the corrrpany.

services, directly or through
appointment of agent For the transaction or transactions to be
entered into either individuatty or taken
together with the previous transactions
durine a financial vear.
5. For appointment to any office Where monthty remuneration exceeds
or of profit in the
ptace Rs.2,50,000
Company, its Subsidiary
Company or Associate Company
6. Remuneration for underwriting For amount exceeding lVo of Net Worth of
the subscription of any securities the Company
or derivatives thereof, of
the Company

The above financial thresholds are subject to any amendments made in the Act or
Rules made thereunder and Listing Regutations from time to time, in which case
the above thresholds sha[[ deem to refer to such amended threshotd(s).

Turnover and net worth referred above shalt be computed as per audited financiat
statement for the preceding financial year.

4.13 "Material modifications" means any modifications to the retated party

transactions which were approved by the Audit Committee/ Board of
Directors and/or Sharehotders, as the case may be which wit[ change the
comptete nature of the transaction and in case of tenure or monetary
threshotds, the modification is in excess of 10% of the originatty approved
tenure or transaction value.
4.14 "Ordinary course of business" is not defined under the Act or the
Listing Regulations. Therefore, it woutd depend on facts and
circumstances of each case. The Company woutd therefore exercise
judgment to conctude whether a transaction can be considered to be in
the ordinary course of business. Examples of transactions that the
Company woutd consider to be in the ordinary course of business woutd :I'
inctude but not timited to -
 . The transaction is approved under its Memorandum and Artictes of
Association
The Company had entered into such transactions over the years in the
past for furtherance of its business.
a The transaction is carried out at sufficient frequency.
a ln case of activities relating to mergers, acquisitions, reconstruction
etc., such transactions for organic & inorganic growth are common to
the industry to which the Company betongs.
ïhe transaction was in furtherance of the business of the Company
and is consistent with its business objective of augmenting and
acquiring newer capabi lities
a The transaction is undertaken on arm's length basis
a The transactions which form part of the Revenue from Operations,
the costs of goods sotd and the normal expenses incurred for
operating the business (considering the business rationate and
without any confticted terms and conditions as compared to
transactions with independent third parties).
A transaction proposed to be disctosed as part of other income or
other expenses, exceptionat or extraordinary witt generatty be
assessed on a case to case basis as to whether they could be
considered to be in thc ordinary course of business.

4.15 "Transactions on arm's length basis" means a transaction between two

retated parties that is conducted as if they were unrelated, so that there
is no conftict of interest.

Any word used in this Policy, but not defined herein, shatl, have the same
meaning as defined under the Companies Act, 2013, Listing Regutations and/or
any other appticabte statutory regutations, as amended from time to time.

5. Pre-requisites for ascertaining related party

5.1. The fottowing detaits shall be required:

a) Declaration / Disctosure of interest by att the Directors and KMPs' in
form MBP-1.
b) Declaration of relatives by att Directors and KMps'.
c) Declaration about a firm in which a Director and KMP or his retative is
a partner.
d) Dectaration about a private company in which a Director and KMP or
his retative is a member or director.
e) Dectaration regarding a public company in which a Director and KMP is
a Director and holds atong with the retatives more than 2% of the
paid-up share capitat.
f) any Company which is-
(i) a subsidiary or an associate Company of the MSTC; or
(ii) a subsidiary of a subsidiary of MSTC.
6. ldentification of Potential Related Party Transactions

6.1. The concerned Functionat/ Departmentat head shatl arrange to nominate a

Nodal Officer at the respective Department (preferabty a person having
knowtedge of the Company taw and Accounting Standards). Each Director/

\'t
 Key Managerial Personnet is responsibte for providing written notice to the
concerned Nodat Officer of any potentiat Retated Party Transaction involving
him or her or his or her relatives, including any additional information about
the transaction that the Nodal Officer may reasonably request. The Nodal
Officer, shall, in consuttation with other members of management and with
the Audit Committee, as appropriate, ascertain whether any transaction in
the concerned department would be covered under the definition of Retated
Party Transactions and report the said transaction to the Head of Central
Accounts. After obtaining the report of the Head of Central Accounts,
approval of the Audit Committee shatl be obtained for the said transaction.
Thereafter, the proposed Related Party Transaction shalt be ptaced before
the Board for its consideration.

6.2. Every Director/ KMP of MSTC who is in any way, whether directty or
indircctty, concerned or interested in a contract or arrangement or proposed
contract or arrangement entered into or to be entered into shatl disclose the
nature of his concern or interest at the meeting of the Board in which the
contract or arrangement is discussed and sha[[ not participate in or exercise
influence over any such meeting.

ó.3. Where any Director / KMP, who is not so concerned or interested at the time
of entering into such contract or arrangement, he shalt, if he becomes
concerned or interested after the contract or arrangement is entered into,
shall disctose his concern or interest forthwith when he becomes concerned or
interested or at the first meeting of the Board hetd after he becomes so
concerned or interested.

6.4. A contract or arrangement entered into by MSTC without disclosure or with

participation by a Director / KMP who is concerned or interested in any way,
directly or indirectly, in the contract or arrangement, shall be voidabte at the
option of MSTC.

ó.5. MSTC strongty prefers to receivesuch notice of any potential Related Party
Transaction wett in aclvance so that the Nodal Officer has adequate time to
obtain and review informatlon about the proposed transaction and other
mattcrs incidental thereto and to refer it to the appropriate authority for
approvat.

6.6. Any Director / KMP who has been convicted of the offence dealing with
Related Party Transactions at any time during the [ast preceding five (5) years
shatt be disquatified for appointment as Director / Kl,^P, as the case maybe.

7. Road Map to Track Related Party Transactions

7.1. For prospective / potentia[ Retated Party Transaction, it is essential to

identify the transaction at proposal / Purchase Requisition / contract stage,
at the department tevet. As such, there is a requirement of amendment in the
vendor master and customer master by material management where one
mandatory fietd of related party identifier (trading partner) shatt pop- up and
compulsority be reteased by such designated Nodal Officer - before creation /
amendment of any vendor master / customer. Simitarty all the finance
executives at the departments need to ensure that any transaction with
retated party whether on arms length's basis or otherwise is booked property
through such vendor master / customer so that SAP can capture all the
 retated party transactions to generate the categoricatty report i. e.
tra¡tsaction on arm length's basis / other than arm length's basis, by central
accounts with the support of the Nodat Officers at the concerned tocations for
reporting / seeking approval of Audit Committee / Board in time as per this
Policy.

8. Ascertainment of Transaction on arm's length basis

8.1. The indenter or the initiator of the proposed transaction which is covered
under RPT shatt examine the documents / information with regard to the
transaction before forming an opinion / arriving at a conctusion that the
concerned transaction is on arm tength basis. ln particutar, any or all of the
fottowing may be examined:

a) Whether the purported transaction between two related parties pursuant

to an agreement / memorandum of understanding is in accordance with
the directives / approval of the Government.
b) Whether the terms of the transaction is irr the ordinary course of business
c) How the consideration price has been arrived.
d) ls it comparabte with lnternal and external industry benchmarks.
e) Any other relevant documents / information which supports the
contention that the transaction is on arm's length basis.

8.2. Rules applying to Transactions with Related parties which are in ordinary
course of Business / on arm's length basis

8.2.1. Transactions with Retated parties which are in ordinary course of Business
of MSTC and on arm's length basis shatt be periodicatty reported to the
Audit Committee.

8.2.2. The Nodat Officer sha[[ ensure that details of such transactions which he
considers to be in ordinary course of Business of MSTC and on arm's tength
basis are brought to the notice of functionat / departmentat head and
thereafter shatl be notified to Head Central Accounts, who shatt designate
an officer to cottate the data.

8.2.3. The data so coltated shatl be submitted to the Company Secretary for
ptacing before the next meeting of the Audit Committee. Transactions
being entered into with the rel.ated parties even though being in the
ordinary course of business of MSTC shatl satisfy the criteria of arm's
tength pricing. lt shatI be the responsibitity of the Nodal, Officer at
department levet etc. to ensure that requisite evidence and
documentation are made avaitabte to the auditors/ Audit Committee, as
may be required by them, to demonstrate that the transactions are in
ordinary course of Business of MSTC and have been conducted on arm's
[ength basis.
8.2.4, Board of Directors to take note of such RpTs.
8.2.5. Prior approval of sharehotders by way of resotution shatt be taken if such RPTs are
"Material Related Party Transactions" as defined above.
9. Review and Approval of Related Party Transactions

9.1. Att Retated Party Transactions and subsequent material modifications must be
reported / referred to the Audit Committee for its prior approval/
ratification, accompanied with Management's justification for the same.
Before approving such transactions, the Audit Committee wilt look into the
interest of MSTC and its stakehotders in carrying out the transactions and on
the benefits of the same. The Audit Committee may, thereupon, approve,
reject or approve subject to modifications such transactions, in accordance
with this Poticy and / or recommend the same to the Board for approvat.

Provided that only those members of the audit committee, who are
independent directors, shatt approve retated party transactions.

Provided further that a related party transaction to which the untisted

subsidiary of MSTC is a party but MSTC is not a party, shatl require prior
approvat of the audit committee of MSTC if the value of such transaction
whether entered into individuatly or taken together with previous transactions
during a financial year exceeds 10% of the annual consotidated turnover as per
the last audited financial statements of the listed entity.

The above financial threshotd is subject to any amendment made in the Act or
Rutes made thereunder and Listing Regutations from time to time, in which
case the above threshold shalt deem to refer to such amended threshotd.

9.2. Al[ transactions which are either not on arm's length basis and / or not in
ordinary course of business must be reported / referred to the Board through
Audit Committee for its approval / ratification, and in case Material Related
Party Transactions and subsequent material modifications, prior approval of
the shareholders of the company by way of resotution shatl be required and
accompanied with Management's justification for the same.

Provided that a material related party transaction to which the untisted

subsidiary of MSTC is a party hut MSTC is not a party, shatl require prior
approval of the sharehotders of MSTC by way of resolution.

9.3. The Audit Committee / Board shatl ensure that that the transaction is in the
interest of MSTC and its sharehotders before approving the retevant Related
Party Transactions, which are not in ordinary course of business and not on
arm's tength basis. A matrix for approva[ of the Related Party Transactions
has been given as Annexure I of this Policy.

9.4. Omnibus approval by the Audit Committee

9.4.1. The Audit Committee may grant omnibus approval for Retated Party
Transactions proposed to be entered into by MSTC subject to the fottowing
conditions:

a) The Audit Committee shatt lay down the criteria for granting the
omnibus approvat which shatl inctude the fottowing:
(i) Maximum vatue of the transactions, in aggregate, which can be iâ
a[[owedundertheomnibusapprova[routeinayear;
(ii) The maximum vatue per transaction which can be atlowed;
 (iii) Extent and manner of disctosures to be made to the Audit
Committee at the time of seeking omnibus approvat;
(iv) Review, at such intervals as the Audit Committee may deem fit,
Related Party Transactions entered into by the Company
pursuant to each of the omnibus approval made; and
(v) Transactions which cannot be subject to the omnibus approval, by
the Audit Committee.
b) The Audit committee shatl satisfy itsetf regarding the need for such
omnibus approval and that such approval is in the interest of MSTC
and shatt consider the fotlowing factors while specifying the criteria
for making omnibus approvat:
(i) Repetitiveness of the transactions (in past or in future);and
(¡i) Justification for need of omnibus approval
c) Such omnibus approval shatl specify:

(i) the name(s) of the related party, nature of transaction, period of

transaction, maximum amount of transaction that calr lm entered
into;
(ii) the indicative base price / current contracted price and the
formuta for variation in the price. if any; and
(iii) such other conditions as the Audit Committee may deem fit.
9.4.2. Provided that where the need for Retated Party Transaction cannot be
foreseen and aforesaid detaits are not avaitabte, Audit Committee may
grant omnibus approvat for such transactions subject to their vatue not
exceeding Rs.1 crore per transaction.

9.4.3. Audit Committee sha[[ review, at least on a quarterly basis, the detaits of
RPTs entered into by MSTC pursuant to each of the omnibus approval
given.

9.4.4, Omnibus approval shatl not be made for transactions in respect of setting
or disposing of the undertaking of the Company.

9.4.5. Such omnibus approvats shatl be vatid for a period not exceeding one year
and shatl require fresh approval after the expiry of one year.

9.5. Al[ Materia[ Related Party transactions and sr.rbsequent materiat modifications
shatl require prior Sharehotders approval. by way of resolution.

9.6. No retated party shalt vote to approve resotutions put up before shareholder
for approval of material related party transaction, whether the entity is a
related party to the particutar transaction or not.

9.7. Standards for review

9.1.1. The Audit Committee white approving and the Board white approving /
ratifying a Related Party Transaction shatt review and consider the
fottowing, in accordance with the standards set forth in this Poticy after
full disctosure of the Related Party's interests in the transaction:

(a) the Retated Party's interest in the Retated Party Transaction;

 (b) the approximate amount invotved in the Retated Party Transaction;
(c) whether the Retated Party Transaction was undertaken in the ordinary
course of business of MSTC;
(cl) whether the transaction with the Retated Party is proposed to be, or
was, entered on at arms' [ength basis;
(e) the purpose of, and the potential benefits to MSTC from the Retated
Party Transaction;
(f) Whether there are any competling business reasons for MSTC to enter
into the Retated Party Transaction and the nature of alternative
transactions, if any;
(g) Whether the Retated Party Transaction includes any potential
reputational risk issues that may arise as a resutt of or in connection
with the Retated Party Transaction;
(h) Whether the Related Party Transaction would impair the independence
of an otherwise independent Director or nominee Director;
(i) Whether MSTC was notified about the Retated Party Transaction
before its commencement and if not, why pre-approvat was not sought
for and whether subsequent ratification woulcl lre cletrimentat to
MSTC;
0) Whether the Related Party Transaction would present an improper
conftict of interest, as per provisions of [aw, for any director or Key
Managerial Personnet, taking into account the size of the transaction,
the overall financiaI position of the Retated Party, the direct or
indirect nature of the Retated Party's interest in the transaction and
the ongoing nature of any proposed retationship and any other factors
the Audit Committee / the Board deems retevant and appropriate;
(k) required statutory and pubtic disctosure, if any; and
(l) any other information regarding the Retated Party Transaction or the
Related Party in the context of the proposed transaction that woutd be
materia[ to the Audit Committee / Board / sharehotders, as
appticabte, in tight of the circumstances of the particutar transaction.

9.7.2. The agenda of the Audit Committee meeting / Board meeting at which the
resolution is proposed to be considered shall disctose:

a) Iype, material terms and particutars of the proposed transaction;

b) Narne of the related party and its retationship with MSTC or its
subsidiary, inctuding nature of its concern or interest (financial or
otherwise)
c) Tenure of the proposed transaction (particutar tenure shal[ be
specified)
d) Vatue of the proposed transaction
e) The percentage of the listed entity's annual consolidated turnover,
for the immediately preceding financial year, that is represented by
the vatue of the proposed transaction (and for a RPT invotving a
subsidiary, such percentage calcutated on the basis of
the
subsidiary's annuaI turnover on a standatone basis shalI be
additionatty provided ) ;
f) lf the transaction relates to any loans, inter-corporate deposits,
advances or investments made or given by MSTC or its subsidiary:
i) detaits of the source of funds in connection with the proposed '\'i
transaction
ii) where any financial indebtedness is incurred to make or give loans,
inter-corporate deposits, advances or investments,
 : :::i:? ?il::,":::0.""'
... tenure;
iii) appticabte terms, inctuding covenants, tenure, interest rate and
repayment schedule, whether secured or unsecured; if
secured, the nature of security; and
iv) the purpose for which the funds witl be utitized by the uttimate
beneficiary of such funds pursuant to the RPT
g) Justification as to why the RPT is in the interest of MSTC
h) A copy of the valuation or other externat party report, if any
such report has been retied upon
i) Percentage of the counter-party's annuat consotidated turnover
that is represented by the value of the proposed RPT on a votuntary
basis
.i) the manner of determining the pricing and other commercial terms,
both included as part of contract and not considered as part of the
contract;
k) whether atl factors relevant to the contract have been considered, if
not, the detaits of factors not considered with the rationale for not
considering those factors; and
l) any other informatiorr retevant or irnportanL lt¡r' the Committee/
Board to take a decision on the proposed transaction.

9.7.3. Where any director is interested in any contract or arrangement with a

Related Party, such director sha[[ not be present at the meeting during
discussions on the subject matter of the resolution retating to such
contract or arrangement.

9.7.4. The notice being sent to the sharehotders seeking approval for any
proposecl RPT shalt, in addition to the requirements under the
Companies Act, 2013, include the fotlowing information as a part of
the explanatory statement:

a) A summary of the information provided by the management of MSTC to the

audit committee as specified in point 9.7.4 above;
b) Justification for why the proposed transaction is in the interest of MSTC;
c) Where the transaction retates to any loans, inter-corporate deposits,
advances or investments made or given by MSTC or its subsidiary, the
detaits spccificd under point 9.7.4 (f) above;
d) A statement that the vatuation or other external report, if any, retied upon
by the listed entity in relation to the proposed transaction witt be
made avaitable through the registered email address of the sharehotders;
e) Percentage of the counter-party's annual consotidated turnover that is
represented by the vatue of the proposed RPT, on a votuntary basis;
Ð Any other information that may be retevant.

9.8. Ratification of Related Party Transactions

9,8.1. Every contract or arrangement entered into with a retated party shatt be
referred to in the Board's report to the sharehotders atong with the
justification for entering into such contract or arrangement.

9.8.2. lf prior approvat of the Audit Committee / Board / sharehotders for

entering into a Retated Party Transactions is not feasibte owing to paucity
 of time and atso other administrative inconvenience, then such Retated
Party Transactions shall be recommended by the Audit Committee for
ratification to the Board/ Shareholders, if required, within 3 months of
entering into the Retated Party Transaction.

9.8.3. ln any case where either the Audit Committee / Board / Sharehotders
determines not to ratify a Retated Party Transaction that has been
commenced without prior approvat, the Audit Committee or Board or
sharehotders, as appropriate, may direct additional actions inctuding, but
not timited to, immediate discontinuation of the transactions, or
modification of the transaction to make it acceptable for ratification. lf
the contract or arrangement is with a Retated Party to any director, or is
authorised by any other director, the directors concerned shall indemnify
MSTC against any loss inctrrred by it.

9.8.4. ln the event any member of the Audit Committee or the Board, as the
case may be, has potential interest in any Related Party Transaction, such
member witt not remain present at the meeting during discussions on the
subject matter of the rcsolution retating to such contract or arrangement.

9.9. Related Party Transactions not previously approved

9.9.1. ln the event the Company becomes aware of a Retated Party Transaction
with a Related Party that has not been approved under this Policy prior to
its consummation, the matter shal[ be reviewed by the Audit Committee.
The Audlt Committee shall consider alt <¡f the retevarrL [acts and
circumstances regarding the Related Party Transaction, and shat[ evatuate
at[ options avaitable to the Company, including ratification, revision or
termination of the Retated Party Transaction. The Audit Committee shatt
also examine the facts and circumstances pertaining to the failure of
reporting such Retated Party Transaction to the Audit Committee under
this Policy, and shatl take any such action it deems appropriate.

9.9.2. Where any contract or arrangement is entered into by a director or any

other emptoyee of MSTC with a retated party, without obtaining the
consent of the Audit Committee / Board or approvat by a resotution in the
general meeting, where required and if it is not ratified by the Board or,
as the case may be, by the Audit Committee / Board / Shareholders at a
meeting within three months from the date on which such contract or
arrangement was entered into, such contract or arrangement shatt be
voidabte at the option of the Board and if the contract or arrangement is
with a retated party to any director, or is authorized by any other
director, the directors concerned shalt indemnify MSTC against any loss
incurred by it.

9.q3. ln any case, where the Audit Committee determines not to ratify a
Related Party Transaction that has commenced without approvat, the
Audit Committee, as appropriate, may direct additional actions including,
but not [imited to, immediate discontinuation or rescission of the
transaction. ln connection with any review of a Retated Party Transaction,
the Audit Committee has authority to modify or waive any proccdural
requirements of this Poticy.
 9.9.4. MSTC may proceed against a director or any other emptoyee who had
elrtered iltLo such contract or arrangement in contraventlon of this Poticy
for recovery of any loss sustained by it as a resutt of such contract or
arrangement and shall take any such action, it deems appropriate.

9.10. Amendment
9.10.1. This Poticy shall stand amended in terms of the Act inctuding the
Companies (Meetings of Board and its Powers) Rules, 7014, and Listing
Regutations. ln the event of any conftict between this Policy and the
appticable law, the appticabte taw shall prevait. The Board or the Audit
Committee, as authorised by the Board, witl review this Policy once every
three (3) years and update accordingty. Any amendment to this Poticy witt
be in writing.

9.11. Exemptions
General

9.ll.l. Subject to approval of the Audit Committee, approval of the Board is not
required in case of any contract or arrangement
(i) in the ordinary course of its business, and
(ii) at arms' tength price basis between MSTC and
(a) any other firm in which Director or KMP or their Retatives are partner.
(b) service availed in a professional capacity from body corporate /person.
(c) Contract with a private or prrhlic company in which relative of
a Director or KMP is a director/member.

Specific

Lll.2. The foltowing transactions with the related parties shalt be treated as
transaction on arm length's basis provided

(i) 'Sateof company's finished product/ services/ others including scrap

sale at rates or charges invotved are determined by competitive bids
/ fixed by Govt.
(ii)Where purchase of product / avaiting of services at rates or charges are
determined by competitive bids.
(iii) Lease rent receipt / payment at market rate / municipal / tocatbody
board standard rate or fixed by any other Government authority.

9.11 .3. Exemptions provided under the provisions of Act and Listing
Regulations as amended from time to time.

10. Registers & Disclosures

10.1. The company secretary of the company (the '"company secretary") shatt
maintain a register, either physicatty or electronicatty, as prescribed in the
Act, giving detaits of all contracts or arrangements to which this Poticy
appties.

10.2. Every director or key manageriat personnet shalt, within a period of thirty
days of his appointment, or retinquishment of his office in other companies,
as the case may be, disctose to MSTC the particulars relating to his her /
 concern or interest in the other associations which are required to be
inctuded in the register maintained.

10.3. The Company Secretary shatl provide extracts from such register to a member
of MSTC on his request, within seven days from the date on which such
request is made upon the payment of such fee as may be specified in
accordance with the relevant rutes.

10.4. The register to be kept under this section shall atso be produced at the
commencement of every annuat generat meeting of MSTC and sha[[ remain
open and accessibte during the continuance of the meeting to any person
having the right to attend the meeting.

I t. Records / Supporting documents required for establishing the ordinary

course of business and arm's length pricing of a transaction with a Related
Party

ll.l Purchase / sale of materiat, goods etc.

(i) Copy of agreements / purchase orders / correspondence exchanged /
letters of exchange / bitts / invoices etc.
(ii) lnvoices / bitts of simitar transactions on same date or nearby datewith
unretated parties from the setter.
(iii) Quotation from unrelated service provider.

11.2 Purchase / sale of property

(i) Vatuation reports from independent valuers to ascertain Fair Market Value.
(ii) Quotations from independent property deaters /brokers.
(iii) Draft copy of agreement to sell / Draft of proposed sate deed.
(iv) Brief terms and conditions and justification of such transaction.

il.3 Availing /
Rendering Services
(i) Copy of agreement / memorandum of understanding / correspondence etc.
(¡i) Supporting documents justifying the transaction on arm's length basis.

lt.4 Loans / Advances given or Taken

(i) Comptiance of Section 185,186 and other appticable provisions of the
Companies Act, 2013 and rules thereunder.
(ii) Agreements
(iii) Statutory approvats wherever required.
(iv) Rate of interest and justification for the same in view of nearest
prevailing G-SEC rate for the term of the loans / advances
(wherever appticabte).
ll.5 Guarantee /Securities
(i) Comptiance of Section 185, 18ó and other appticabte provisions of the
Companies Act, 2013 and rules thereunder.
(ii) Agreements. l:L
(iii)Other documents justifying the same.

I 1.6 Subscription to shares / debentures /securities

(i) Vatuation report or documents justifying that subscription is done /
received at a rate on which ptacement has been made / shatt be made to
an un-retated party.
 ll.7 Rent Agreement
(i) Copy of draft agreement.
(ii) Quotation from a property dealer / advisor in the area in which the
property is located or a nearby area.
(iii)lf quoted prices are substantialty lower / higher than existing, to seek
second quotation.

I 1.8 Other transactions

(i) Agreements or other supporting documents along with proper justification
of the transaction being on arm's length basis in the ordinary course of
business at a prevailing market rate.

12. Disclosures and Reporting

l2.l Detaits of the Retated Party Transactions during the quarter shatt be disctosed
in the Audit Committee and Board meeting. The Audit Committee shall review,
at least on a quarterty basis, the detaits of Retated Party Transactions entered
into by the Company pursuant to each of the omnibus approval given, if any.

12.2 Detaits of all material transactions with related parties are to be disctosed
qLrarterty along with the comptiance report on corporate governancc.

12,3 MSTC shatl disclose the contract or arrangements entered into with the
Retated Party in the Board report to the shareholders atong with the
justification for entering into such contract or arrangement.

12.4 MSTC sha[[ submit within fifteen (15) days from the date of pubtication of its
standatone and consotidated financial resutts for the half year to the stock
exchanges, disctosures of retated party transactions in the format as specified
by SEBI from time to time, and pubtish the same on its website:

Provided that the listed entity shatl make such disctosures every six months on
the date of publication of its standatone and consolidated financial resutts with
effect from Aprit 1,2023.

12.5 MSTC shall disctose this Poticy retating to Related Party Transactions on its
website and also in the Annual Report.

12.6 This Poticy shal.t be communicated to all operational emptoyees and other
concerned persons of the Company.

This Poticy is amended by the Board of Directors in their meeting hetd on 25th May,
2022 and witt be effective from the dated of such approvat.
 Annexure I

Approval process

Matrix for aooroval of Related Partv Transactions

Audit Committee Board of Directors

Approval ApprovaI Sharehotders' Approvat

Nature of
Transaction Companies Listing Companies Listing Companies Listing
Act, 2013 Regulation Act, 2013 Regutation Act, 201 3 Regutation
Ordinary Yes Prior loard wilt Exempted Yes, if
course of Approval lote the naterial
business and ;ame. related
at arm's )arty
length lransaction

Not in Prior Prior Prior Prior Approvat, Yes, if

ordinary ApprovaI approval Approvat. if material materiaI
course of related party related
business and 3oard may transactions. party
/ or at arm's 'atify the Lransaction
tength :ransactions However,
¡rithin three Sharehotders
nonths. may ratify
within three
months.

Retated party Pr io¡ Yes, if

transaction to Approvat, if materiaI
which the value of related
unlisted transaction party
subsidiary of (individuatty transaction
MSTC is a or taken
party but together
MSTC is not a with
party. previous
transaction )
during a FY
èxceeds 10%
of annuat
consolidate
d turnover*.

* The above financial threshotd is subject to any amendment made in the Act or Rutes made thereunder
and Listing Regutations from time to time.

\.