GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS Notification
New Delhi,
the
14th
December, 2015
G.S.R.
{E).-In
exercise
of the powers
conferred
under sections 173, 175,
177, 178, 179,
184,
185,
186,
187,
188,
189 and
section 191 read with section
469 of the Companies
Act,
2013 (18 of 2013), the Central
Government hereby makes
the
following rules further to amend
the Companies (Meetings of
Board and its Powers)
Rules, 2014,
namely:-
1. (1) These
rules
may
be called
the Companies (Meetings of Board
and
its Powers)
Second Amendment Rules, 2015.
(2) They shall
come
into
force
on
the
date
of their
publication in the
Official Gazzette..
2. In the Companies
(Meetings of
Board and its Powers) Rules, 2014,-
(i) After rule 6, the following rule shall be inserted, namely:-
"6A. Omnibus approval for related
party
transactions on annual basis.- All
related party
transactions shall require approval of the Audit
Committee
and
the Audit Committee
may
make omnibus
approval
for related
party
transactions
proposed to be entered into by the company
subject to the
following conditions,
namely:-
(1) The
Audit
Committee shall, after
obtaining approval of the Board
of Directors, specify the
criteria for
making the omnibus approval which shall
include the following, namely:-
|
(a) maximum
value of
the
|
transactions,
|
in aggregate,
|
which can be allowed
|
|
under the omnibus
route in
a
|
year;
|
|
|
(b) the maximum
value per transaction which can be allowed;
[1]
(c) extent
and
manner
of disclosures to be made
to the Audit Committee
at
the time of seeking omnibus approval;
(d) review, at such
intervals
as
the
Audit
Committee may deem fit, related
party
transaction entered into
by
the
company pursuant to each of the
omnibus
approval made;
(e) transactions which cannot
be subject to the
omnibus approval by the
Audit Committee.
(2)
The
Audit
Committee shall consider the following factors while specifying the criteria for
making omnibus approval, namely: -
(a) repetitiveness of the transactions (in past or in future); (b) justification
for the need of omnibus approval.
(3) The Audit Committee
shall satisfy
itself on the need for omnibus
approval
for transactions of repetitive nature and
that
such
approval
is
in
the
interest of the
company.
(4) The omnibus
approval
shall
contain or indicate
the
following: -
(a) name
of the
related parties;
(b) nature
and
duration
of the transaction;
(c) maximum
amount of transaction that can be entered into;
(d) the indicative
base price or current contracted
price and the
formula for variation in the price,
if any;
and
(e) any other
information relevant or important for
the
Audit Committee
to
take a decision on
the
proposed transaction:
Provided that where
the
need
for related party
tra.nsaction cannot be
foreseen and aforesaid details arc
not
available, audit committee may make
omnibus approval for such transactions subject to their
value
not
exceeding
rupees one crore per transaction.
(5) 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.
(6) Omnibus approval
shall not be made
for transactions in respect of selling
or disposing of the undertaking of the company.
(7) Any other conditions
as
the
Audit
Committee may deem fit.".
(ii) Rule 10 shall
be
omitted;
(iii) In rule
15, in sub-rule (3),
for the words
"special resolution", wherever they occur, the word "resolution"
shall
be
substituted.
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Official Blog Fema India Experts Connect with our Facebook Page:- Click and Like our Page Subscribe our Email updates like other 13,300 Members, Free/Easy/Comfortableway
