Provisio to Section 188 (1) provides that no member of the Company shall vote on such special resolution , if such member is a related party. Where all members are interested in a resolution then how such contract or arrangement will be approved?

In case of a pvt company incorporated in year 2014, the first year of operation is 2014-15 and there is no question of preceding year. In such case how to ascertain if the limits under Sec 188 read with relevant rules have exceeded?. The % are to be applied on the turnover, networth etc of preceding year which is not there in case of a newly incorporated company.

Can a resolution be passed by Board of Directors of a private Company for one time approval of RPT transactions up to a certain limit or else the Board is required to approve every single transactions that occur in the due course.????

If a company has only Husband and wife as Directors then we can not appoint their son as a CEO of the company as the Board is not able to pass the resolution (lack of disinterested quorum but can we appoint him as an executive Director on the Board and pay him remuneration for that?

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 ?

If a pvt company takeover the business of a partnership firm, will sec 188 will b applicable if the Directors of the company are also partners in the firm?

Hello can some one clarify on the contract / agreement which are executed with the related parties prior to applicability of Companies Act 2013 that is Apr 01 2014, is board approval or share holders approval is required to be taken under the new Companies Act 2013, kindly clarify.

A closely held public company has 7 members. The Company proposes to get a special resolution passed for approving related party transaction as per section 188. 6 out of the 7 members are interested. Given that interested members are not entitled to vote on the resolution under section 188, can the remaining member alone approve the resolution. Will that dis-interested member alone be treated as valid quorum or should there be at least 5 dis-interested members for the meeting to go on and the resolution to be passed.

Where the Service rendering transactions value exceeds 10% of the Net worth- Whether Special Resolution required for transactions pursuant to rate contracts which are already entered into before 31.3.2014?

In a private company which is a subsidiary of a foreign company. Under companies act 1956 transaction with foreign companies were exempted under the New companies act, are these exemptions still available or they are covered under RPT

S.188 - is not applicable for ordinary course of business transactions carried out at arm’s length basis. A co sells ordinarily traded goods to B co at market prices. Both co are related with common members, common directors. Is this transaction exempt for [a] registration of resolutions with MCA [b] disclosure of directors’ interest [c] approval by members by special resolution

WHAT APPROVALS SHOULD WE TAKE IN RELATION TO A PRIVATE COMPANIES UNDER SECTION 188 ,181,184 ETC AS NOTIFICATION UNDER SECTION 462 IS STILL PENDING

We have some ongoing related party transactions in ordinary course of business at arm's length price. Please provide a sample resolution to be taken in Audit Committee for these related party transactions.

Mr. A is Director in ABc Pvt Ltd and holds more than 2 % shares in XYZ Pvt. Ltd. ABC Pvt. Ltd. purchased shares of XYZ Pvt. Ltd in the year 2013.Will Section 188 apply?

Whether Section 188 is applicable for Foreign Subsidiary? Regards Raja

whether any related party transactions entered before 01/04/2014 will attract the provisions of Section 188 of the Companies act, 2014

with reference to my earlier question Section 188 -- related party transactions are applicable after 01/04/2014, and as per your answer resolution should be passed after 01st Sep. 13 to 31st March 2014, but leasing of property of any kind was not included in the Companies act, 1956 and this section 188 implemented from 01/04/2014, now my questions (1) When any shop owned by one of the Director was shown as Registered Office , but no rent was paid by the Company to the Director and not proper lease agreement was also executed , but NOC for using premises as Registered Office was filed at the time of incorporation-- whether it attracts provision of Section 188. ( if no rent was given by the Company to Director) (2) what will be situation if rent was given to Director by the Company ( But no proper lease agreement as the company is using premises since incorporation and this transaction was not covered under old act ) --- whether to discontinue giving of rent or to pass resolution ( but under Old Companies act, 1956 or New Companies act, 2014 because only husband and wife are member and Director , no non-interest director was on the Board)

1) One of our client is a private limited company ; Their shareholders are body incorporated outside India who holds close to 100%. The two directors are common in both and they do not hold any shares either in company incorporated in India and outside India. Could you pl clarify the following: a) whether body corporate who holds close to 100% falls under holding company b) whether related party is applicable u/s188 despite having common directors. 2) Further exemptions have been give under 196(4) (5) ; can we construe that sec 197 is not applicable to private limited company

A newly incorporated private company has entered a rpt. How to calculate the threshold limit for shareholders approval under section 188 read with rules in absence of audited figures and also can the same be ratified by the Board as mentioned in section 188(3) within three months of contract?

can independent director of holding company be a independent director in subsidiary company (not wholly owned subsidiary)?

A company has two subsidiaries in one it holds 100% share capital and in other around 70% shares are in the holding company's name and rest 30 % in the Director's name, which are common in all the three companies.Now for the finalisation of accounts consolidated Financial statements will be made of all the three companies but will the transactions/loans etc held between the holding company and its 2nd subsidiary which is not a 100% subsidiary will attract section 185 and 188 as at the date of balance sheet i.e. 31st march'2015.all the three companies are in the real estate development business and therefore use to do business collectively means to say one has the land the other develops it and the third may done the construction part. can we treat their work division as done in the ordinary course of business at arm's length or a resolution is required to be passed. The capital of all the three is below 10 crs.

Pls brief about the amendments which came on 14th Dec 2015, and the impact of the same

Hi in one Private limited company there are only two Directors and they are only shareholders. The Company proposes to enter related party transactions with a Firm in which such both Directors and shareholders are partners in that Firm. Please let me know company can pass special resolution in this case ? b/c third prov of section 188 say that no member of the company shall vote on such special resolution to approve contract or arrangment which may be entered into by the company, if such member is a related party ?

son in law of whole time director of a listed company purchased shares of the listed company. is it a related party transaction under section 188 of CA 2013, insider trading regulations?

It means we hv to appoint (also two new shareholders) two more Directors to hv a disinterested quorum to pass the takeover related all the resolutions

This has reference to General Circular No. 30/2014 relating to section 188 (Related Party Transactions). A and B are shareholders in a Company. A is the holding company of B (i.e. B is the subsidiary of A). For the resolution at the general meeting held to approve a related party transaction between the Company and B, can A vote for the resolution.