1. Preamble:
The Board of Directors (the “Board”) of VINTAGE COFFEE AND BEVERAGES LIMITED
(the “Company”), 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 from time to time. This policy will be applicable to the Company. This policy is to
regulate transactions between the Company and its Related Parties based on the applicable
laws and regulations applicable on the Company.
2. Purpose:
This policy is framed as per requirement prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company is
governed, amongst others, by rules and regulations framed by Securities Exchange Board of
India (“SEBI”). SEBI vide (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), as amended from time to time has mandated every listed company
to formulate a policy on materiality of Related Party Transactions and also on dealing with
Related Party Transactions. This policy is intended to ensure the proper approval and reporting
of Related Party 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. The
Company is required to disclose each year in the Financial Statements certain transactions
between the Company and Related Parties as well as policies concerning transactions with
Related Parties.
3. Definitions:
“Audit Committee or Committee” means Committee of Board of Directors of the Company
constituted under provisions of Listing Regulations and Companies Act, 2013.
“Board” means Board of Directors of the Company.
“Control” shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011.
“Key Managerial Personnel” mean key managerial personnel as defined under the Companies
Act, 2013 and includes:
(i) Managing Director, or Chief Executive Officer or manager and in their absence, a wholetime director;
(ii) Company Secretary; and
(iii) Chief Financial Officer
“Material Related Party Transaction” A 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 percent of the
2annual consolidated turnover of the listed entity as per the last audited financial statements of
the listed entity whichever is lower.
A transaction involving payments made to a related party with respect to brand usage or
royalty shall be considered material if the transactions to be entered into individually or taken
together with previous transactions during a financial year, exceed 5% of the annual
consolidated turnover of the listed entity as per the last audited financial statements of the
company.
“Policy” means Related Party Transaction Policy.
“Related party” means a related party as defined under sub section (76) of Section 2 of the
Companies Act, 2013 and regulation 2 of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2015 amended from time to time.
“Related party transaction” means a related party transaction as defined under regulation 2
of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015
amended from time to time.
4. Review and approval of Related Party Transaction
Review
Related Party Transactions will be referred to the next regularly scheduled meeting of Audit
Committee for review and approval. Any member of the Committee who has a potential
interest in any Related Party Transaction will recuse himself or herself and abstain from
discussion and voting on the approval of the Related Party Transaction.
To review a Related Party Transaction, the Committee will be provided with all relevant
material information of the Related Party Transaction, including the terms of the transaction,
the business purpose of the transaction, the benefits to the Company and to the Related Party,
and any other relevant matters. In determining whether to approve a Related Party
Transaction, the Committee will consider the following factors, among others, to the extent
relevant to the Related Party Transaction:
-Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the
Company and would apply on the same basis if the transaction did not involve a Related Party;
-Whether there are any compelling business reasons for the Company to enter into the Related
Party Transaction and the nature of alternative transactions, if any;
-Whether the Related Party Transaction would affect the independence of an independent
director;
-Whether the proposed transaction includes any potential reputational risk issues that may
arise as a result of or in connection with the proposed transaction;
-Whether the Company was notified about the Related Party Transaction before its
commencement and if not, why pre-approval was not sought and whether subsequent
ratification is allowed and would be detrimental to the Company; and
3-Whether the Related Party Transaction would present an improper conflict of interest for any
director or Key Managerial Personnel of the Company, taking into account the size of the
transaction, the overall financial position of the director, Executive Officer or other Related
Party, the direct or indirect nature of the director’s, Key Managerial Personnel’s or other
Related Party’s interest in the transaction and the ongoing nature of any proposed relationship
and any other factors the Board/Committee deems relevant.
Approval of Related Party Transactions
A. Audit Committee
1. All the transactions which are identified as Related Party Transactions and subsequent
modifications should be pre- approved by the Audit Committee before entering into such
transaction. The Audit Committee shall consider all relevant factors while deliberating the
Related Party Transactions for its approval.
2. Any member of the Audit Committee who has a potential interest in any Related Party
Transaction will recuse himself and abstain from discussion and voting on the approval of the
Related Party transaction.
A Related Party Transaction which is (i) not in the ordinary course of business, or (ii) not at
arm’s length price, would require approval of the Board.
3. The Audit Committee may grant omnibus approval for Related Party Transactions which
are repetitive in nature and subject to such criteria/conditions as mentioned under Regulation
23(3) of the Listing Regulations and such other conditions as it may consider necessary in line
with this Policy and in the interest of the Company. Such omnibus approval shall be valid for
a period not exceeding one year and shall require fresh approval after the expiry of one year.
4. The Audit Committee shall review, at least on a quarterly basis, the details of Related Party
Transactions entered into by the Company pursuant to the omnibus approval. In connection
with any review of a Related Party Transaction, the Committee has authority to modify or
waive any procedural requirements of this Policy.
5. A Related Party Transaction entered into by the Company, which is not under the omnibus
approval or otherwise pre-approved by the Audit Committee, will be placed before the Audit
Committee for ratification.
6. Notwithstanding the foregoing, the following Related Party Transactions shall not require
prior approval of Audit Committee or Shareholders:
i. Transactions entered into between the Company and its wholly owned subsidiary whose
accounts are consolidated with the Company and placed before the shareholders at the general
meeting for approval.
ii. Any transaction that involves the providing of compensation to a director or Key
Managerial Personnel in connection with his or her duties to the Company or any of its
subsidiaries or associates, including the reimbursement of reasonable business and travel
expenses incurred in the ordinary course of business.
4iii. Any transaction in which the Related Party’s interest arises solely from ownership of
securities issued by the Company and all holders of such securities receive the same benefits
pro rata as the Related Party.
iv. Any transaction entered into between two wholly-owned subsidiaries of the company,
whose accounts are consolidated with the company and placed before the shareholders at the
general meeting for approval.
B. Board of Directors
1. In case any Related Party Transactions are referred by the Company to the Board for its
approval due to the transaction being (i) not in the ordinary course of business, or (ii) not at an
arm’s length price, the Board will consider such factors as, nature of the transaction, material
terms, the manner of determining the pricing and the business rationale for entering into such
transaction. On such consideration, the Board may approve the transaction or may require
such modifications to transaction terms as it deems appropriate under the circumstances. Any
member of the Board who has any interest in any Related Party Transaction will recuse
himself and abstain from discussion and voting on the approval of the Related Party
Transaction.
C. Shareholders
1. If a Related Party Transaction is (i) a material transaction as per Regulation 23 of the
Listing Regulations, or (ii) not in the ordinary course of business, or not at arm’s length price
and exceeds certain thresholds prescribed under the Companies Act, 2013, it shall require
shareholders’ approval by a special resolution. In such a case, any member of the Company
who is a Related Party, shall not vote on resolution passed for approving such Related Party
Transaction.
D. Reporting of Related Party Transactions
1.Every contract or arrangement, which is required to be approved by the Board or the
shareholders under this Policy, shall be referred to in the Board’s report to the shareholders
along with the justification for entering into such contract or arrangement.
2.The details of all material transactions with related parties shall be disclosed on a quarterly
basis along with the compliance report on corporate governance filed with the stock
exchanges under Listing Regulations.
5.Review and approval of Material Related Party Transaction:
Material Transaction(s) with Related Party(s) shall require prior approval of the Audit
Committee, Board and the shareholders of the Company.
In compliance with SEBI LODR, All material related party transactions and subsequent
material modifications as defined by the audit committee shall require prior approval of the
shareholders through resolution and no related party shall vote to approve such resolutions
whether the entity is a related party to the particular transaction or not:
5Provided that prior approval of the shareholders of a listed entity shall not be required for a
related party transaction to which the listed subsidiary is a party but the listed entity is not a
party, if regulation 23 and sub-regulation (2) of regulation 15 of SEBI LODR regulations are
applicable to such listed subsidiary.
Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as
referred above, the prior approval of the shareholders of the listed subsidiary shall suffice.
Approval of the shareholders shall not be required for any Transactions (a) transactions entered
into between:
(a) two government companies;
(b) transactions entered into between a holding company and its wholly owned subsidiary
whose accounts are consolidated with such holding company and placed before the
shareholders at the general meeting for approval.
(c) transactions entered into between two wholly-owned subsidiaries of the listed holding
company, whose accounts are consolidated with such holding company and placed before the
shareholders at the general meeting for approval
6. Identification of Potential Related Party Transactions:
Each director and Key Managerial Personnel is responsible for providing notice to the Board
or Audit Committee of any potential Related Party Transaction involving him or her or his or
her Relative, including any additional information about the transaction that the Board/Audit
Committee may reasonably request. Board/Audit Committee will determine whether the
transaction does, in fact, constitute a Related Party Transaction requiring compliance with this
policy.
The Company strongly prefers to receive such notice of any potential Related Party
Transaction well in advance so that the Audit Committee/Board has adequate time to obtain
and review information about the proposed transaction.
7. Subsequent material modifications:
Material modification will mean and include any modification to an existing related party
transaction having variance of 20% of the existing limit as sanctioned by the Audit Committee /
Board / Shareholders, as the case may be.
8. Related Party Transactions not approved under this Policy:
In the event the Company becomes aware of 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 Committee. The Committee shall consider all of 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. The Committee shall also examine the facts and circumstances pertaining to the
6failure of reporting such Related Party Transaction to the Committee under this Policy, and
shall take any such action it deems appropriate.
In any case, where the Committee determines not to ratify a Related Party Transaction that has
been commenced without approval, the Committee, as appropriate, may direct additional
actions including, but not limited to, immediate discontinuation or rescission of the
transaction. In connection with any review of a Related Party Transaction, the Committee has
authority to modify or waive any procedural requirements of this Policy. This Policy will be
communicated to all operational employees and other concerned persons of the Company.
9.Limitation and Amendment
In the event of any conflict between the provisions of this Policy and of the Act or Listing
Regulations or any other statutory enactments, rules, the provisions of such Act or Listing
Regulations or statutory enactments, rules shall prevail over this Policy. Any subsequent
amendment / modification in the Listing Regulations, Act and/or applicable laws in this regard
shall automatically apply to this Policy.

1. PURPOSE AND SCOPE
1.1 The purpose of this document is to present a policy statement for VINTAGE
COFFEE AND BEVERAGES LIMITED(Company) regarding preservation of its
documents and archival of documents in the website in accordance with the
provisions of the Companies Act, 2013 and Regulation 9 and 30(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015(“LODR”).
1.2 The policy is framed for the purpose of systematic identification, categorization,
maintenance, review, retention and destruction of documents received or created in
the course of business. The policy gives guide lines on how to identify documents
that need to be maintained, how long certain documents should be retained, how and
when those documents should be disposed of, if no longer needed and how the
documents should be accessed and retrieved when they are needed.
2. CLASSIFICATION OF DOCUMENTS TO BE PRESERVED /RETAINED
2.1 The Company’s physical and electronic documents shall be classified for the
purpose of preservation as follows:
A. Documents whose preservation shall be permanent in nature;
B. Documents whose preservation period shall not be less than eight years after
completion of the relevant transactions;
C. Documents whose preservation shall be for a minimum period of three years
after completion of the event.
The details of documents for the above three categories are given in the Annexure.
3. PRINCIPLE OF RESPONSIBILITY OF EMPLOYEES FOR
PRESERVATION OF DOCUMENTS
3.1 All the Employees in the permanent rolls of the Company are responsible for taking
into account the potential impacts on preservation of the documents in their work
area and their decision to retain/preserve or destroy documents pertaining to their
area.
4. PERIODICAL REVIEW OF THEPOLICY
4.1 The Managing Director/Chief Executive Officer of the Company is authorized to
periodically review the policy and make such changes as considered necessary.
5. SUSPENSION OF RECORD DISPOSAL IN THE EVENT OF LITIGATION
OR CLAIMS
5.1 In case the Company is served with any notice for request of documents or any
employee becomes aware of a governmental investigation or audit concerning the
Company or commencement of any litigation against the Company, any further
disposal of documents connected with the matter shall be suspended until such time
the investigation / litigation ends.
6. STATUTORY REQUIREMENTS
6.1 If as per any other law of land including Information Technology Act, a physical or
electronic record should be preserved for a longer period than what has been
stipulated in this policy, then the document shall be preserved as per the applicable
statutory stipulations.
7. WEB ARCHIVAL POLICY
7.1 The Company shall disclose on its website all events or information which has been
disclosed to stock exchange(s).
7.2 Such disclosures shall be retained on the website of the Company for a minimum
period of five years.
7.3 At the end of the fifth year the information shall be archived and preserved for a
further period of three years.

A. Documents whose preservation shall be permanent in nature:
1. Corporate Records including Certificate of Incorporation, Common Seal, Minutes of
Board, Committee and Shareholders’ Meetings, Register of Members and other
Statutory Records
2. Personal files of all live employees
3. Property records including purchase and sale deeds, licenses, copyrights, patents &
trademarks, if any.
4. Any other record as may be decided by the Chief Executive Officer of the Company
from time to time.
B. Documents whose preservation period shall not be less than eight years after
completion of the relevant transactions (but need to be preserved in electronic
form permanently):
1. Books of Accounts, Bank Statements and vouchers
2. Filings with Stock Exchanges, Registrar of Companies and other statutory
authorities.
3. Payroll Records, Employee deduction authorizations, attendance records, employee
medical records, leave records, Pension and retrial related Records, etc.
4. Corporate Social Responsibility Records
5. Sponsorship Projects Records
6. Correspondence and Internal Memoranda
7. Any other record as may be decided by the Chief Executive Officer of the Company
from time to time.
C. Documents whose preservation shall be for a minimum period of three years
after completion of the event (but need to be preserved in electronic form
permanently):
1. Tender Documents, if any
2. Lease Deeds and Contracts, if any.
3. Legal files
4. Insurance Records including policies and claims
5. All e-mail correspondence, internal &external
6. Documents under Secretarial Standards
6.1 Proof of sending Notice of the meetings of the Board / Committee and General
meetings and its delivery
6.2 Proof of sending Agenda and Notes on Agenda and their delivery
6.3 Proof of sending and delivery of the draft of the Resolution
6.4 Proof of sending draft Minutes and its delivery
6.5 Proof of sending signed Minutes and its delivery
7. Any other record as may be decided by the Chief Executive Officer of the Company
from time to time.
Amendments to the policy:
Any amendments or modifications thereon, as may be required from time to time, in the
policy shall be approved by the Board of Directors and shall have effect from the date of such
amendment.