Transactions The Companies Act 2013 B Murli Senior Vice President Legal amp Company Secretary Nestlé India Limited 12 th September 2013 1 FICCI ICSI Conference on the Companies Act 2013 A ID: 385460
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Related Party
TransactionsThe Companies Act 2013
B. Murli Senior Vice President - Legal & Company SecretaryNestlé India Limited12th September 2013
1
FICCI - ICSI Conference
on the Companies Act 2013 A
New Law for a New EraSlide2
2Slide3
3
Broad definition of Related Party
New Definition The Companies Act 2013
KMP & Relatives
Fellow
Subsidiaries & Associate Companies
Draft Rules
Directors, KMP& Relatives :
Holding/Subsidiary/Associates
Senior Management :
Company/Holding/Subsidiary/AssociatesSlide4
4
4
Approvals
Normal course of business not on Arm’s length basis
Audit Committee
Approval/modification of transactions
Board of Directors
Ordinary
course of
business
Arm’s
length basis
Shareholders (Not interested
)
Prior special resolution if paid-up share capital or transactions above threshold notifiedSlide5
5
Preparedness
Best Practices
for ‘proposed’ RPTs
Proactive Approach
Independent
professional
certification
&
support documentations
Knowledge BuildingSlide6
6
Draft RulesMateriality test
for RPTs Extent of Deemed Related Party
Your viewsSlide7
7
Thank you