15 Contract or Arrangement With a Related Party
A company shall enter into any contract or arrangement with a related party subject to the following conditions, namely:-
(1) The agenda of the Board meeting at which the resolution is proposed to be moved shall disclose-
(a) the name of the related party and nature of relationship;
(b) the nature, duration of the contract and particulars of the contract or arrangement;
(c) the material terms of the contract or arrangement including the value, if any;
(d) any advance paid or received for the contract or arrangement, if any;
(e) the manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract;
(f) whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and
(g) any other information relevant or important for the Board to take a decision on the proposed transaction.
(2) Where any director is interested in any contract or arrangement with a related party, such director shall not be present at the meeting during discussions on the subject matter of the resolution relating to such contract or arrangement-
1[(3) For the purposes of first proviso to sub-section (1) of section 188, except with the prior approval of the company by a 2[resolution], a company shall not enter into a transaction or transactions, where the transaction or transactions to be entred into,-
(a) as contracts or arrangements with respect to clauses (a) to (e) of sub-section (1) of section 188, with criteria as mention below-
(i) sale, purchase or supply of any goods or material, directly or through appointment of agent, 3[amounting to ten per cent. or more] of the turnover of the company 5[Omitted] as mentioned in clause (a) and clause (e) respectively of sub-section (1) of section 188;
(ii) selling or otherwise disposing of or buying property of any kind, directly or through appointment of agent, 3[amounting to ten per cent. or more]of net worth of the company 5[Omitted] as mentioned in clause (b) and clause (e) respectively of sub-section (1) of section 188;
(iii) leasing of property any kind 6[amounting to ten per cent or more of the turnover of the company], as mentioned in clause (c) of sub-section (1) of section 188;
(iv) availing or rendering of any services, directly or through appointment of agent, 3[amounting to ten per cent. or more] of the turnover of the company 7[Omitted] as mentioned in clause (d) and clause (e) respectively of sub-section (1) of section 188:
Explanation.- It is hereby clarified that the limits specified in sub-clause (i) to (iv) shall apply for transaction or transactions to be entered into either individually or taken together with the previous transactions during a financial year.
(b) is for appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remmuneration exceeding two and a half lakh rupees as mentioned in clause (f) of sub-section (1) of section 188.
(c) is for remuneration for underwriting the subscription of any securities or derivatives thereof, of the company exceeding one percent.of the net worth as as mentioned in clause (g) of sub-section (1) of section 188.
Explanation.- (1) The turnover or net worth referred in the above sub-rules shall be computed on the basis of the audited financial statement of the preceding financial year.
(2) In case of wholly owned subsidiary, the 2[resolution] is passed by the holding companyshall be sufficient for the purpose of entering into the transaction between the wholly owned subsidiary and the holding company.
(3) The explanatory statement to be annexed to the notice of a general meeting convened pursuant to section 101 shall contain the following particualrs, namely:-
(a) name of the related party;
(b) name of the director or key managerial personnel who is related, if any;
(c) nature of relationship;
(d) nature, material terms, monetary value and particulars of the contract or arrangements;
(e) any other information relevant or important for the members to take a decision on the proposed resolution.]
Amendments
1. Substituted by the Notification Dated 14th August 2014. - Original Content
2. Substituted by the Notification Dated 14th December 2015.
In rule 15, in sub-rule (3), for the words 'special resolution", wherever they occur, the word 'resolution' shall be substituted.
3. Substituted by the Companies (Meeting of Board and its Power) Amendment Rules, 2017 Dated 30th March, 2017.
In item (i), item (ii), item (iii) and item (iv), for the words “exceeding ten per cent.” wherever they occur, the words “amounting to ten per cent. or more” shall be substituted; and
4.Substituted by the Companies (Meeting of Board and its Power) Amendment Rules, 2017 Dated 30th March, 2017.
In item (iii), for the words “ten per cent. of turnover” the words “ten per cent. or more of turnover” shall be substituted.
5. Omitted by the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2019 Dated 18th November, 2019
in sub rule 3, in clause (a), in sub clause (i) & (ii),
Original Omitted Content :- or rupees one hundred crore, whichever is lower".
6. Substituted by Companies (Meetings of Board and its Powers) Second Amendment Rules, 2019 Dated 18th November, 2019
in sub rule 3, in clause (a), in sub clause (iii) for words,
4[amounting to ten percent or more] of the net worth of company or 3[ten per cent or more of turnover] of the company or rupees one hundred crore, whichever is lower
the following shall be substituted namely;
amounting to ten per cent or more of the turnover of the company.
7. Omitted by the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2019 Dated 18th November, 2019
in sub rule 3, in clause (a), in sub clause (iv),
Original Omitted Content :- "or rupees fifity crore, whichever is lower".
|