| SS-1 | Secretarial Standard 1: Meetings of the Board of Directors |
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| 2.3 | Private companies need not appoint independent directors on their Board and hence need not conduct mandatory one meeting of all the independent directors in one calendar year. |
| 3.2 | In case of private company, Notice can also be sent to Interested directors and they can attend (whether physically OR through Video conferencing) as well as vote in the meetings after disclosing his interest and he shall be counted for the quorum. |
| 6.4 | In case of private company, even interested director is entitled to take part in board meeting, after disclosure of his interest.And fact that interested director participated in meeting after disclosure of his interest shall be included in the Minutes Book. |
| 1.3.7 | 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.
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