The Board of Directors of Zebra Ltd wants to enter into certain supply and service agreements with some of their related parties and would like to understand the compliance requirement based on the threshold limits fixed

CS Professional · Advanced Company Law and Practice · PYQS · December 2018
The Board of Directors of Zebra Ltd wants to enter into certain supply and service agreements with some of their related parties and would like to understand the compliance requirement based on the threshold limits fixed by the Act. Prepare a comprehensive note in this regard.

Answer & Explanation:

Section 188 of the Companies Act, 2013 read with Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules 2014 stipulates the threshold limits of transactions with related parties for which the Company needs approval of the shareholders: Sale, purchase or supply of any goods or materials directly or through appointment of agent: 10% or more of the turnover of the Company or ₹100 Crore whichever is lower. Selling or otherwise disposing off or buying property of any kind, directly or through appointment of agent: 10% of the net worth of the Company or ₹100 Crore whichever is lower. Leasing of property of any kind: 10% of the net worth of the Company or 10% of turnover of the Company or ₹100 Crore whichever is lower. Availing or rendering of any services, directly or through appointment of agent: 10% of the turnover of the Company or ₹50 Crore whichever is lower. The limits specified above shall apply for transactions to be entered into either individually or taken together with the previous transactions in a year. Appointment to any office or place of profit in the Company, its subsidiary company or associate company at a monthly remuneration exceeding ₹2,50,000. Remuneration for underwriting the subscription of any securities or derivatives thereof, of the Company exceeding 1% of the net worth of the Company. The turnover and net worth referred to above shall be computed on the basis of the audited financial statements of the Company for the preceding financial year.

Topics: Related Party Transactions

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