Approval of amounts to a RPT company

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Hello everybody, 

A small company, where all the directors are members and all are related to each other, has not got the amounts paid to a RPT company approved in the AGM for the past years, eversince Secretarial Standards came into force. The amount paid during FY2019-20 too needs approval. Some transactions have happened during this current FY too. All amounts have been shown in form AOC-2 every year

Can an ordinary resolution be passed to approve the same? What would the resolution be, can someone suggest the same

Further, as a rule, for the future, can the amounts paid during a FY be approved in the following AGM, since it difficult to forecast how much services will be required for the company during a financial year. The company has a policy of giving blanket approval of “materiality”, without mentioning a specific amount w.r.t these RPTs every year in a board meeting held within a fortnight of the beginning of a FY.

Thanks in advance and Regards,

Geetha Gupta

 

 

Replies (3)
If RPT transactions are in ordinary course of business and on arm's length basis in that case no approval of board or members required. ref. second proviso of subsection 1 of section 188.

Mayur ji,

This is about disclosure of RPT transactions  - whether they need to be disclosed in the AGM or not.

My take is that the proviso you mentioned is about who can vote or not in a RPT transaction.

Regards,

Geetha

 

Geetha ji,

read following proviso of section 188

Provided also that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis.

if ur transaction is arm's length basis then there is no approval is required and u can mention in Director Report as no materially significant transaction during the year with directors, promoters which may have potential conflict with interest of the company at large. Thus form AoC 2 is not required.

no need to disclose.

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