Page 30 - Corporate_Professional_Today

SeCTion-WiSe AnAlySiS of The ComPAnieS (AmendmenT) ACT, 2017

u In case such transaction is not approved it shall be voidable at
the option of the audit committee, and if such transaction is
with a related party to any director or is authorised by any
director, the director shall indemnify the company against the
loss.
The requirement of obtaining audit committee’s approval for relat-
ed party transactions, shall not apply to a transaction (other than
a transaction referred to under section 188) between a holding
company and its wholly owned subsidiary.
178 Nomination and u NRC shall specify the manner for effective evaluation of per-
Remuneration Committee formance of the Board, its committee and individual directors
and review its implementation and compliance. Evaluation shall
be carried out either by the Board, NRC or by independent
external agency.
u Salient features of NRC policy and changes therein, if any
shall be disclosed in the board’s report along with the link
to the website where policy is posted.
180 Restrictions on Board Power While calculating the threshold to borrow money without obtain-
ing approval of shareholder’s under section 180(1)(c) amount of
security premium shall also be considered along with paid-up
share capital and free reserves..
184 Applicability of section 184 The change includes body corporate within the purview of section
184(5)(b) to align it with the provisions of section 184(2).
185 Loan to directors u Giving of loan, providing guarantee or security is prohibited
only where the same is given to any director of company, or
of a company which is its holding company or any partner
or relative of any such director; or any firm in which any
such director or relative is a partner.
u Loan may be provided, guarantee or security may be given
in case of other entities where the director is interested by
seeking sanction of shareholders by way of special resolution
and the loans shall be utilized by the borrowing company for
its principal business activities.
186 Amendment to section 186 u Term ‘persons’ for the purpose of section 186(2) excludes
employees so that loans given as a part of the condition of
service or pursuant to a scheme approved by all employees
of the company are not covered in this Section.
u Relaxation is provided from the requirement of passing special
resolution in this section, where loan/guarantee/security is
provided by a company to its wholly owned subsidiary or a
joint venture company or acquisition by subscription or oth-
erwise shares company by the holding of its wholly owned
subsidiary provided the same shall be disclosed in financials
in accordance with section 186(4).
Provisions of section 186, except sub-section (1), shall not apply-
(a) to any loan made, any guarantee given or any security
provided or any investment made by a banking company,
or an insurance company, or a housing finance company
in the ordinary course of its business, or a company

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January 20 To January 26, 2018 u Taxmann’s Corporate Professionals Today u Vol. 41 u 31