Related Party Transactions

Compliance with regard to Meeting of Board and Its powers (and restrictions thereon) Chapter XII – (Sec 173 – 195)

Compliance with regard to

Meeting of Board and Its powers (and restrictions thereon)

Chapter XII – (Sec 173 – 195)

Sr. No.	Particulars	Required Compliance	Remarks
1	Meeting of Board:	-     1st board meeting to be held within 30 days of incorporation -     Gap between two board meetings can not exceed 120 days -     Video Conferencing:Proceedings of the meeting to be recorded and stored along with the date and time -     Notice for board meeting:Not less than 7 days	Awaiting for notification of such companies who are all exempted Exemption: Short notice: -       Possible under the condition that atleast 1 independent director to be present at the meeting. -       If independent director is absent then it is be ratified by him to make the transaction valid.
2	Meetings of One Person Company	-       Atleast one board meeting has to be held in half a year. -       The gap between two meetings cannot be less than 90 days.	Exemption: Not applicable if there is only one director
3.	Quorum	Quorum for the board meeting is 1/3rd of its total strength or 2 directors whichever is higher	-       The meeting can be attended in person or through electronic mode. (Video/ audio) -       The interested directors shall be excluded while counting for the quorum. Exemption: The continuing director/s shall be considered to be the quorum if the general meeting is to be held for the purpose of increasing the number of directors to that fixed for the quorum.
4	Circular resolution:	Must be approved by majority.	If 1/3rd of the total no of directors of the company require that the resolution under circulation is to be decided at the meeting then the chairperson shall put the resolution for decision at the meeting.
5	Audit Committee	All listed company and other classes of companies are required to: a.    To formulate / reconstitute the audit committee according to the act within 1 yr from the date of commencement of the act. b.    Board Report to contain: v The details of the audit committee and reasons fornon-acceptance of those recommendations of the Audit Committee by the Board. v Vigil Mechanism details to be displayed on the company’s website and in the Board’s report.
6	Nomination and Remuneration (NR) Committee and Stakeholders relationship committee	a.     The NR Committee to be formulated as per Act. b.    The NR Committee policy to be disclosed in the Board’s report.
7	AGM	The chairperson of all committees shall attend the AGM
8	Restrictions on powers of the Board	Transactions under sec 180 shall be passed only with the consent of the Company by passing a special resolution.
9	Contributions	a.     Charitable funds: more than 5% of the avg net profits for the 3 immediately preceding financial yr (prior approval in the general meeting) b.    Political contribution: shall not exceed 7 1/2% of avg net profits during the 3 immediately preceding FY. c.     National defence fund/ such fund approved by the Central Gov.:  No restriction on the contribution to this fund account. The profit and loss account shall disclose the information of contribution	Political contribution includes all those contributions: -          that affects public support for a political party -          Advertisement exp of a political party
10	Disclosure of Interest by Director	1.     At the time of his appointment 2.     In the first meeting of the board in every financial year 3.     Before / after entering into the contract as the case may be
11	Loans to directors	Loan to MD / Whole time director alone is permitted at such rate not less than the bank rate.
12	Loan and Investment by Company	a.    Shall not make investment more than 2 layers of investment companies b.    Prior approval of the shareholders is required if the loans/ guarantees given exceed more than 60% of paid up capital, free reserves and security premium account or 100% of its free reserves and securities premium account whichever is more. c.    The details of the loan and their utilization has to be disclosed in the financial statements. d.    A register for the same is to be maintained	However there are exemptions: a.     At the time of acquiring b.    For meeting the requirements of the regulators c.     This shall not apply to banking companies, insurance companies, housing finance companies who in the ordinary course of business are engaged in the business of financing of companies or providing infrastructural facilities.
13	Investment of company to be held in its own name	Normally all the investments are to be made in the name of the company only. A register for the same has to be maintained	Exemptions: a.     Authorizing bank to collect the dividend/ interest b.    For depositing/ transferring securities
14	Related Party Transaction	a.     Board approval to be obtained only in the board meeting b.    A register has to be maintained c.     It has to be made available during the AGM for member’s inspection
15	Contract of employment with MD/ WTD	The contract of service/ Memorandum entered by the company with MD and WTD shall be kept open for inspection.	Exemption: Not applicable to a Private Limited Company.
16	Payment to director for loss of office etc., in connection with transfer of undertaking property or shares	The proposal for such payment has to be approved by the members in the general meeting.	Exemption: When compensation for loss of office or consideration for retirement from the office  is paid to MD/ WTD
17	Restriction on transactions involving directors with consideration other than cash	Prior approval in the general meeting is required.
18	Contract by one person company	-          All such contracts shall be recorded in the minutes of the first meeting of the board held after such transaction. -          Within 15 days from the date of approval of transaction by the board the registrar is to be kept informed	Exemptions: Not applicable if the transactions are entered in the ordinary course of business
19	Prohibition on forward dealings in securities of company by director or key managerial personnel	No directors / key managerial personals shall enter into forward dealing in any securities of the company/ holding/subsidiary co. They shall not exercise any options.
20	Prohibition on insider trading of securities	No person shall carry on any activity that involved insider trading.	Exemptions: Does not include all those communications in the ordinary course of business / profession/ employment.