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Q & A

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Rules 15(3) (ii) (a) of the Companies (Meetings of Board and its Powers) Rules, 2014, specify threshold limit for related party transactions namely: - Sale, purchase or supply of any good or materials, Selling or otherwise disposing of or buying, property of any kind, Leasing of property of any kind etc. - Limit is 10% of Turnover or Rs. 100 Crores whichever is lower. My questions Is this limit apply for the transactions with individual related party or all related parties together? Suppose the company proposes to entered into related party transactions with Three Parties A,B, C and Individual amount of transactions P.A. with A- is Rs. 2 Crores, B- is Rs. 5 Crores and C- is Rs. 10 Crores. If we consider threshold limit per related party then in this case, only C is cover under the threshold limit prescribed under the rule, then should company require to obtain approval of shareholders for related party transactions with “C” only and for A and B Board approval is suffice ?

Section 188- Related party transactions.

Posted By: Vasant patel 9 year(s) ago

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    Hitesh

Yes. I agree with Akansha. You should take shareholders approval for the individual related party, which cross the limit as given in the rules, for other related parties board board approval is suffice.

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    Akansha

Please take note that existing sub rule 3 of rule 15 is replaced by new sub rule 3 vide notification dated August 14, 2014. Further, in the cited case, If company proposes to enter into related party transaction amounting to Rs. 100 cr or more with C , then yes special resolution is required for RPT with C only and for A & B Board approval is suffice. It is hereby also clarified in amended rule that limits specified shall apply for transaction or transactions to be entered into either individually or taken together with the previous transactions during a financial year.

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