SECTION 188
Approval of Related Party Transactions under Section 188 of the Companies Act, 2013: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 188 of Companies Act, 2013 and Section 188 of the Companies (Amendments) Act, 2015, and all other applicable provisions, if any, of the Companies Act, 2013 (‘theAct’), the Companies (Meetings of Board and its Powers) Rules, 2014 and such other rules as may be applicable and amended from time to time, the consent of the members of the Company be and is hereby accorded for entering into contract or arrangement,for proposed transactions to be entered into between the Company and related entities in such manner and on such terms and conditions and with such related parties as set out under Item no.___ of the Explanatory Statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors of the Company be and hereby authorized to determine and finalize the terms & conditions related thereto from time to time and all other matters arising out of the incidental to the transactions and generally to do all acts, deeds, matters and things including variation in amount that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this resolution.” EXPLAINATORY STATEMENT The Board of Directors of the Company, at its meeting held on _______ has approved a proposal for entering into related party transactions with below mentioned related parties, in which Directors of the Company are interested. The nature of transactions, amount of transactions and other related information as envisaged under Companies (Meeting of Board and its powers) Rules, 2014 are provided hereunder Section 188 of the Companies Act 2013 read with Companies (Amendments) Act, 2015 and Rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribe certain procedure for approval of a related party transaction. In brief, a combined reading of these provisions and other applicable provisions suggest that in certain conditions, approval of Board or Shareholders by way of Resolution is required for entering into related party transactions. The Board of Directors of the Company has proposed to enter in to contract/agreement with above mentioned related parties on _____. Further, amount of transactions to be entered into with related parties exceeds the threshold limit specified in Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 Therefore, the approval of Members is sought for entering into contract/agreement by the Company with Related Parties. The copy of contract/agreement to be executed by the Company with above mentioned related parties will be available for inspection of members of the Company. Further, in terms of second proviso to the Section 188(1) of the Companies Act, 2013, no members 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 related party. Therefore, ____ AND ____ being interested, shall be excluded from voting in the proposed resolutions mentioned in Item No. __ of the Notice. The Board of Directors of the Company recommends the passing of Resolution as set out in Item No. __of the accompanying Notice for approval of Members other than related party mentioned above as an Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives except Mr____. ______ is, directly or indirectly, concerned or interested, financially or otherwise, in the resolutions mentioned in Item No. __
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 21,000 Members, Free/Easy/Comfortableway
Approval of Related Party Transactions under Section 188 of the Companies Act, 2013: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 188 of Companies Act, 2013 and Section 188 of the Companies (Amendments) Act, 2015, and all other applicable provisions, if any, of the Companies Act, 2013 (‘theAct’), the Companies (Meetings of Board and its Powers) Rules, 2014 and such other rules as may be applicable and amended from time to time, the consent of the members of the Company be and is hereby accorded for entering into contract or arrangement,for proposed transactions to be entered into between the Company and related entities in such manner and on such terms and conditions and with such related parties as set out under Item no.___ of the Explanatory Statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors of the Company be and hereby authorized to determine and finalize the terms & conditions related thereto from time to time and all other matters arising out of the incidental to the transactions and generally to do all acts, deeds, matters and things including variation in amount that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this resolution.” EXPLAINATORY STATEMENT The Board of Directors of the Company, at its meeting held on _______ has approved a proposal for entering into related party transactions with below mentioned related parties, in which Directors of the Company are interested. The nature of transactions, amount of transactions and other related information as envisaged under Companies (Meeting of Board and its powers) Rules, 2014 are provided hereunder Section 188 of the Companies Act 2013 read with Companies (Amendments) Act, 2015 and Rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribe certain procedure for approval of a related party transaction. In brief, a combined reading of these provisions and other applicable provisions suggest that in certain conditions, approval of Board or Shareholders by way of Resolution is required for entering into related party transactions. The Board of Directors of the Company has proposed to enter in to contract/agreement with above mentioned related parties on _____. Further, amount of transactions to be entered into with related parties exceeds the threshold limit specified in Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 Therefore, the approval of Members is sought for entering into contract/agreement by the Company with Related Parties. The copy of contract/agreement to be executed by the Company with above mentioned related parties will be available for inspection of members of the Company. Further, in terms of second proviso to the Section 188(1) of the Companies Act, 2013, no members 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 related party. Therefore, ____ AND ____ being interested, shall be excluded from voting in the proposed resolutions mentioned in Item No. __ of the Notice. The Board of Directors of the Company recommends the passing of Resolution as set out in Item No. __of the accompanying Notice for approval of Members other than related party mentioned above as an Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives except Mr____. ______ is, directly or indirectly, concerned or interested, financially or otherwise, in the resolutions mentioned in Item No. __
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 21,000 Members, Free/Easy/Comfortableway
