At a meeting of Board, the proposal to consider related party transactions require compliances to be made. Indicate laid down limitations in cases of (i) hiring of directors' relative's property for office of the Company

CS Professional · Advanced Company Law and Practice · PYQS · June 2021
At a meeting of Board, the proposal to consider related party transactions require compliances to be made. Indicate laid down limitations in cases of (i) hiring of directors' relative's property for office of the Company and (ii) payment of remuneration to relative of director and (iii) giving small value contract to another associate company on commercial terms.

Answer & Explanation:

(i) Hiring of directors' relative's property for office of the company As per rule 15(3)(a)(iii) of the Companies (Meetings of Board and its Powers) Rules, 2014, leasing of property of any kind amounting to 10% or more of the turnover of the company, as mentioned in clause (c) of Section 188(1) of the Companies Act, 2013 requires prior approval of the company by passing ordinary resolution in General Meeting. Any leasing agreement below this threshold may be considered and approved in the Board Meeting. No member of the company shall vote on such resolution, to approve any contract or arrangement which may be entered into by the company, if such member is a related party. (ii) Payment of Remuneration to relative of Director Appointment of a related party to any office or place of profit in the company, its subsidiary company or associate company is covered under Section 188(1)(f) of the Companies Act, 2013. As per rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, for appointment of a related party to any office or place of profit in the company at a monthly remuneration exceeding ₹2.50 Lakh requires prior approval of the company by passing ordinary resolution in General Meeting. Any payment of remuneration to related party below this threshold may be considered and approved in the Board Meeting. (iii) Giving small value contract to another associate company on commercial terms. In this case the price charged from the associate company is on commercial terms. Therefore, it is governed by market forces and, therefore, is on arm's length basis. So as long as the contract being given to the associate company is in ordinary course of business of the company and on Arm length basis, the approval of disinterested Directors will not be required to be taken at a meeting of the Board.

Topics: Related Party Transactions

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