Section 188 of the companies act, 2013

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This query is : Resolved

Revati Sathe (Querist)

20 December 2016 When transaction is at arm's lenght and in the ordinary course of business , is it necessary to attached AOC-2 and whether noting in Board Meeting is necessary

Pratik Shah

Pratik Shah (Expert)

20 December 2016 People have difference of opinion about attaching AOC-2. Since Section 188 does not applicable to such transactions, some people says that it is not required to be attached. However, if you see the format of Form AOC-2 given in rules, it provides a table for mentioning Transaction at Arm's length price as well. So, it is advisable to attach AOC-2.

It is advisable to take note in Board meeting. However, in-principle approval in Board meeting is not required for entering into such transaction.

Revati Sathe

Revati Sathe (Querist)

21 December 2016 Thank you ,but still I am confused as Company has given rent to one Director and husband -wife are Director , both are interested , so how to pass Board Resolution ?

Revati Sathe

Revati Sathe (Querist)

21 December 2016 Thank you, but still I am confused as Company has given rent to one of Director and husband - wife are Director , both are interested , so how to pass Board Resolution otherwise to show one EGM after Dec. 2015 and get the ordinary resolutio passed ,but still both members are interested.

Thank you in advance

Pratik Shah

Pratik Shah (Expert)

21 December 2016 Is this Private Limited Company?

Revati Sathe

Revati Sathe (Querist)

21 December 2016 This is private Limited with only two Director and same are member .. Husband and wife

Pratik Shah

Pratik Shah (Expert)

21 December 2016 Then, they can pass any resolution even if both are interested.

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Revati Sathe

Revati Sathe (Querist)