May 2017

Curious Case of open-ended shareholders’ approval for Related Party Transactions


Sanhita [Monthly Newsletter of Pune Chapter of ICSI]

Sanofi India Ltd., in its 61st Annual General Meeting, proposed a resolution for shareholders’ approval. The resolution related to shareholders’ approval for the Related Party Transaction under Cos. Act, 2013 and Reg. 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The article is summary of facts, analysis of the provisions relating to ‘related party transactions’, reference of Proxy Advisory Firm’s Report, analysis of the Corporate Governance issues in the said transaction.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


June 2016

Related Party Transactions – What is the Role of a Company Secretary


CimplyFive’s Monthly Newsletter

The article contains brief disucssion of the checklist for the compliance of Related Party Transasctions (Sec. 188 of Cos. Act, 2013) provisions.

Disclaimer

The article has been first published by CimplyFive Corporate Secretarial Services Pvt. Ltd.and the copyright belongs to CimplyFive Corporate Secretarial Services Pvt. Ltd. the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CimplyFive Corporate Secretarial Services Pvt. Ltd. nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


May 2016

Companies Amendment Bill, 2016 – Proposed Changes in Related Party Transactions


Corporate Law Adviser

This article is a compilation and analysis of the proposed amendments in ‘Related Party Transactions’ in the Companies Act, 2013 vide the Companies (Amendment) Bill, 2016.

Disclaimer

The article has been first published by CLA and the copyright belongs to the CLA, the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.


February 2016

Audit committee’s omnibus approval for related party transactions


Corporate Law Adviser

Article contains analysis of Audit Committee’s omnibus approval to Related Party Transactions under: (i) Cos. (Meetings of Board and its Powers) (Second Amendment) Rules, 2015, (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is also deliberation on variance in Audit Committee’s omnibus approvals under Act and Listing Regulations.

Disclaimer

Article has been first published by Corporate Law Adviser’s (CLA) journal and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2016

Comprehending ‘Related Parties’ under Companies Act, 2013


NIRC – ICSI – Newsletter

Article is an analysis of sub-section (76) of Sec. 2 of Cos. Act, 2013 and corresponding Co. Rules. The article deciphers the related parties and also analyses the impact of the MCA Notification dated June 5, 2015, that provides exemptions to private cos.

Disclaimer

The article has been first published by NIRC-ICSI and the copyright belongs to the NIRC-ICSI, the same has been published on this portal for the benefit of the visitors. The material contained in the article is not intended to replace appropriate professional advice required before acting on any matter. Neither NIRC-ICSI nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


October 2015

Demystifying ‘ordinary course of business’ in the context of related party transaction


Corporate Law Adviser

In this article, the expression ‘ordinary course of business’ has been demystified. The expression is referred to in the third proviso to sub-section (1) of section 188 of Cos. Act, 2013 (which relates to Related Party Transaction), wherein the approval process and compliance regime are prescribed for certain prescribed contracts / arrangements with prescribed parties. ‘Ordinary course of business’ is a relative term and cannot be applied as thumb rule for all companies. Article contains deliberation on expression with reference to tax laws and broad factors for determining the same.

Disclaimer

Article has been first published by Corporate Law Adviser’s (CLA) journal and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2015

Pricing of RPTs under Cos. Act, 2013 & Listing Regulations


Published by – ICSI Mysore eMagazine

The article is an analysis of the provisions of the Cos. Act, 2013 and Listing Agreement with respect to pricing of Related Party contracts / arrangements, considering the varied provisions in both legislations.

Disclaimer

Article has been first published by Mysore Chapter of ICSI and Copyright belongs to Mysore Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Mysore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2015

Related Party Transactions – Approval, Disclosures & Reporting under SEBI’s Listing Regulations


Published by – Chartered Secretary

Vide the SEBI notified Listing Obligations and Disclosure Requirements, Regulations, 2015, there has been a change in the mode of obtaining shareholder’s approval, making disclosures and reporting of certain Related Party Transactions (‘RPTs’). The article contains the analysis and impact of the Regulations on the corporates and practicing professionals with respect to the basic provisions, disclosures, reporting and approval requirements of RPTs by listed entities.

Disclaimer

Article has been first published by ICSI, New Delhi and Copyright belongs to ICSI, New Delhi. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2015

Overview of Related Party Transactions under Cos. Act


Sampada (Monthly Magazine of Mahratta Chamber Of Commerce Industries & Agriculture, Pune)

With respect to Section 188 of Cos. Act, 2013 (that relates to Related Party Transactions), the article simplifies the basic provisions of RPTs, related parties, arms’ length transaction, complexities involved in compliance and reporting, etc.

Disclaimer

Article has been first published by Sampada (MCCIA’s Monthly Magazine ) and Copyright belongs to Sampada / MCCIA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither MCCIA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2015

Absurdities in RPT disclosures in Board’s Report


140 ICSI Mysore eMagazine September 2015

The article is an analysis of the disclosure requirements relating to the related party transactions in Directors Report, as contemplated in Section 134, 188 of Cos. Act, 2013 and Rules made there under.

Disclaimer

Article has been first published by Mysore Chapter of ICSI and Copyright belongs to Mysore Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Mysore Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2015

Exemptions from RPT provisions under Cos. Act, 2013


Corporate Law adviser

Article is an analysis of the impact on the practicing professionals and corporates, with respect to the exemptions of Related Party Transactions compliance, where in such exemption has been introduced in Cos. Act, Cos. Amendment Act, Amendment Rules, MCA Circulars and Notifications.

Disclaimer

Article has been first published by Corporate Law Adviser’s (CLA) journal and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2015

Comprehending Related Party Transactions under Listing Agreement


published by – Corporate Law adviser

RPTs’ has been the buzz word for India Inc. for at least last 12-14 months & the corporate secretarial department of companies have been identifying the ‘related parties’ and prescribed ‘transaction’ under Cos.Act, 2013 & Listing Agreement for ensuing pro-active and desired compliance. RPTs by listed companies regulated by both – CA, 2013 & Clause 49 of Listing Agreement (amended vide SEBI Circular dated April 17, 2014 & September 15, 2014). Though, there are some apparent conflicting RPT provisions in CA, 2013 and amended Clause 49 of Listing Agreement, the articles elucidated on the analysis of compliance and disclosures under revised Cl. 49 of Listing Agreement only.

Disclaimer

Article has been first published by Corporate Law Adviser’s (CLA) journal and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


March 2015

Comprehending Related Party Transactions under Companies Act, 2013


Corporate Law adviser

Section 188 of Cos., 2013 relates to ‘Related Party Transactions’, wherein new concepts are introduced, which includes: arm’s length, ordinary course of business, restriction on voting by a member who is a related party, etc. Article is an analysis of the basic ingredients of RPTs, complexities involved, probable solution, compliance of audit committee’s approval and requisite disclosures in Boards’ Report, etc.

Disclaimer

Article has been first published by Corporate Law Adviser’s (CLA) journal and Copyright belongs to CLA. The article has been published on this portal for the benefit of the visitors. Material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither CLA nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


May 2013

Fiduciary Duties of the Directors


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

Duties and legal position of the directors are neither academic nor theoretical concepts. The article elaborates the fiduciary duties, which have evolved over a period of time.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2013

Analyzing Section 297, 299 and 300 of the Companies Act, 1956 – Part III


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

This Part of the article compares the following provisions in tabular format: (i) Consequences for contravention of provisions of section, (ii) Whether offence compoundable, (iii) Elaboration of certain terms and phrases.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2013

Cos. Amendment Bill, 2016 – Proposed amendments in ‘Meetings’ related provisions in Cos. Act, 2013


ICSI – Mysore Chapter, eMagazine

This article is a compilation and analysis of the proposed amendments (vide Companies Amendment Bill, 2016) in the provisions relating to the meetings (board meeting and general meeting) in the Act.

Disclaimer

The article has been first published by Mysore Chapter of ICSI and the copyright belongs to the Mysore Chapter / ICSI, the same has been published on this portal for the benefit of the visitors. The material contained in the journal is not intended to replace appropriate professional advice required before acting on any matter. Neither Mysore Chapter of ICSI / ICSI nor the Author is responsible for in respect of anything done/omitted to be done by the person in reliance upon the contents of the published article.

 


December 2012

Analyzing Section 297, 299 and 300 of the Companies Act, 1956 – Part II


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

This Part of the article compares the following provisions in tabular format: (i) Exception to the Sections (by interpretation), (ii) Exception to the Sections (As per Act / MCA Circular, Notification).

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


November 2012

Analyzing Section 297, 299 and 300 of the Companies Act, 1956 – Part I.


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

Provisions of Section 297, 299, 300 of Cos. Act, 1956 are invariably taken into consideration when there are transactions between group cos., for ensuring proper compliance. Article compares the following provisions in tabular format: (i) Obect, (ii) Common Theme, (iii) Parties covered, (iv) Applicability.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible in responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.