|In case of private company, Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 is not applicable. Hence the agenda of the Board Meeting if contains matter of related party transactions, then the notes to agenda need not be include “specified matters” as per the said Rule 15.Here, specified matters means:a. The name of the Related Party and nature of relationshipb. The nature, duration of the contact and the particulars of contract or arrangement.
c. The material items of the contract or arrangement including the value, if any.
d. Any advance paid or received for the contract or arrangement, if any.
e. The manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract.
f. Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors.
g. Any other information relevant or important for the Board to take a decision on the proposed transaction.
Interested directors can remain present during the discussion of the Related Party Transactions and where it’s value is beyond prescribed limits, such transactions does not require prior approval of shareholders by way of a special resolution.