Write short notes on the following: (iii) Omnibus approval of RPT

CS Professional · Advanced Company Law and Practice · PYQS · June 2019
Write short notes on the following: (iii) Omnibus approval of RPT

Answer & Explanation:

Section 177 of the Companies Act, 2013 read with Rule 6(A) of the Companies (Meetings of Board and its Powers) Rules, 2014 provides for omnibus approval of the related party transactions by the Audit Committee (instead of approval on a case to case basis) subject to the following conditions- a. The Audit Committee shall state the criteria for making the omnibus approval which shall include maximum value of the transaction in aggregate which can be allowed under the omnibus route in an year; the maximum value per transaction; extent and manner of disclosures to be made to the Audit committee at the time of seeking omnibus approval; review of the transactions at such intervals as the committee may deem fit; transactions which cannot be subject to omnibus approval. b. The Audit Committee shall consider factors like repetitiveness of the transaction in the past or in the future and justification for the need of omnibus approval. c. The Audit Committee shall satisfy itself on the need for omnibus approval for transaction of repetitive nature and that such approval is in the interest of the company. d. The omnibus approval shall indicate - the name of the related parties, nature and duration of the transaction; maximum amount of the transactions; indicative base price with formula for variation in price if any e. Omnibus approval shall be valid for a period not exceeding one financial year and shall require fresh approval after the expiry of such financial year. f. Omnibus approval shall not be made for transaction in respect of selling or disposing of the undertaking of the company.

Topics: Company Law

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