Kaushik agarwal (Chartered Accountant) (42 Points)
03 December 2016Mr. K, is making an arrangement to acquire some Stock–in–Trade
from BL Limited for consideration of some furniture lying with
him. He is a Director of JS Limited, which is the Holding Company
of BL Limited. Advise him on the basis of provisions of
Companies Act, 2013. Please guide.
Jatin Bajaj
(CS)
(2930 Points)
Replied 05 December 2016
ACCORDING TO SECTION 192 OF THE ACT, THE COMPANY SHALL ENTER INTO NON CAH TRANSACTION WITH THE DIRECTOR FOR A CONSIDERATION OTHER THAN CASH BY PASSING RESSOLUTION IN GENERAL MEETING. IF SUCH PERSON IS THE DIRECTOR OF THE HOLDING COMPANY THEN PRIOR APPROVAL BY PASSING THE RESOLUTION IN GENERAL MEETING OF HOLDING COMPANY IS ALSO REQUIRED.
THE NOTICE OF APPROVAL OF RESOLUTION BY THE COMPANY OR HOLDING COMPANY IN GENERAL MEETING SHALL INCLUDE THE PARTICULARS OF ARRANGEMENTS ALONG WITH THE VALUE OF ASSETS INVOLVED IN SUCH ARRANGEMENT BY VALUATION CALCULATED BY REGISTERED VALUER
Kaushik agarwal
(Chartered Accountant)
(42 Points)
Replied 06 December 2016
For the advice to Mr. K ---- Section 192 is applicable for approval of holding company also by passing resolution in general meeting. Section 192 doesnt say anything about board approval.
Now my doubt is - According to section 188 - In case any arrangement is entered into by director then approval of board is also required. and further whenever such arrangement is discussed at board meeting - director shall not participate in such board meeting.
Mr. K, BL Ltd and JS Ltd are related parties to each other as per section 2(76).
Jatin Bajaj
(CS)
(2930 Points)
Replied 07 December 2016
aCCORDING TO SECTION 2(76)(VIII) OF COMPANIES ACT 2013,AS JS LTD. IS THE HOLDING COMPANY OF BL LIMITED AND AS PER THE SAID SECTION ANY COMPANY WHICH IS A HOLDING COMPANY, SUBSIDIARY OR ASSOCIATE COMPANY OF SUCH COMPANY FALL UNDER THE PERVIEW OF RELATED PARTY. AND AS PER SECTION 188(1) OF THE COMPANIES ACT, ANY KIND OF SALE , PURCHASE OR SUPPLY OF MATERIAL COMES UNDER THE PERVIEW OF RELATED PARTY TRANSACTION.
AND IF SUCH DIRECTOR OR MERMBER IS INTERESTED IN SUCH CONTRACT OR ARRANGEMENT , HE CANNOT VOTE
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