Under Section 188 Companies Act 2013, RELATED PARTY TRANSACTIONS require prior consent of the Board AND prior approval of shareholders by Ordinary Resolution if the transaction exceeds:
Answer & Solution
Correct answer: C.
1. Section 188 Companies Act 2013 governs related-party transactions: certain transactions need Board approval (Section 188(1) first proviso) and shareholder approval by ORDINARY RESOLUTION (Section 188(1) second proviso) where they exceed prescribed thresholds.
2. Rule 15(3) prescribes thresholds: (a) sale/purchase/supply of any goods or materials directly or through agent — > 10% of TURNOVER or Rs 100 CRORE, whichever is LOWER; (b) selling/buying property — > 10% of NET WORTH or Rs 100 CRORE, whichever is LOWER; (c) leasing of property of any kind > 10% of NET WORTH or 10% of TURNOVER or Rs 100 CRORE, whichever is LOWER; (d) availing or rendering services > 10% of TURNOVER or Rs 50 CRORE, whichever is LOWER; (e) appointment to office of place of profit > Rs 2.5 LAKH per month; (f) remuneration for underwriting > 1% of net worth.
3. Interested directors abstain from voting (Section 188(1) third proviso).
4. Hence option A is correct.
_Source: Companies Act 2013 (Act 18 of 2013), Govt. of India MCA — Companies Act 2013, Section 188 read with Companies (Meetings of Board and its Powers) Rules 2014, Rule 15(3)_
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