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- Voting Bar on Promoters in RPTs: Interplay Between SEBI LODR and Companies Act
- Jaspreet Singh
July 29, 2025
Voting Bar on Promoters in RPTs: Interplay Between SEBI LODR and Companies Act
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Voting Bar on Promoters in RPTs: Interplay Between SEBI LODR and Companies Act
Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the ‘Rules’), the Board’s Report shall include an Annual Report on Corporate Social Responsibility (the ‘CSR Report’) which is to be signed by Chief Executive Officer orChManaging Director or Director and airman of the Corporate Social Responsibility Committee (CSR Committee).
Further, a Certificate signed by the Chief Financial Officer, pursuant to Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, stating that the funds so disbursed have been utilized for the purposes and in the manner approved by the CSR Committee and the Board, was placed before the Board.
The Board approved the Annual Report on CSR and passed the following resolution unanimously:
“RESOLVED THAT according to section 135 read with Rule 8 of the Companies (Corporate Social Responsibility policy) Rules, 2014 and other provisions, if any, the Board be and is hereby approves the annual report on CSR unanimously”.
“RESOLVED FURTHER THAT the certificate given by CFO as per section 135 read with Rule 4 of the Companies (Corporate Social Responsibility Rules Policy) Rules, 2014 be and is hereby duly noted by the Directors.
“RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and is hereby severally and/or jointly authorized, to do all such acts, deeds, matters, and things as may be necessary and expedient to give effect to this resolution, including the filing of necessary forms with the concerned Registrar of Companies”.
- TO CONSIDER AND TAKE ON RECORD THE INTERNAL AUDIT REPORT
The Board was informed that they are required to approve the Internal Audit Report for the financial year 2024-25 issued by S.K Patodia & Associates LLP, Chartered Accountants.
The Board was further informed that the Internal Audit Report has been placed before Audit Committee, the same has been reviewed and took note in the meeting of Committee held on July 19, 2025.
Thereafter, the Board, with the consent of all the directors present, be and is hereby took note of the Internal Audit Report.
- TO TAKE ON RECORD THE SECRETERIAL AUDIT REPORT FOR THE FINANCIAL YEAR 2024-25
The Chairman placed before the Board the Secretarial Audit Report for the financial year ended on March 31, 2025. There were no observations or qualifications and other remarks issued by the Secretarial Auditor on the same. The Board, with the consent of the all the directors present, be and is hereby take note of Secretarial Auditor Report for the financial year 2024-2025.
- TO APPROVE THE BOARD’S REPORT FOR THE FINANCIAL YEAR 2024-25
The Chairman placed before the Board a copy of the Board’s Report along with particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in the prescribed format and the particulars of the employees as specified in the Report to be placed in the upcoming Annual General Meeting and the same was approved and adopted by the Board and to be signed by Mr. Chetan Natvarlal Thadeshwar (Chairman & Managing Director).
“RESOLVED THAT the Boards’s Report on the Annual Accounts for the year ended March 31, 2025 be and is hereby unanimously approved by the Board and signed by Mr. Chetan Natvarlal Thadeshwar (Chairman & Managing Director)”.
“RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and is hereby severally and/or jointly authorized, to do all such acts, deeds, matters, and things as may be necessary and expedient to give effect to this resolution, including the filing of necessary forms with the concerned Registrar of Companies”.
- TO DETERMINE THE DIRECTORS RETIRING BY ROTATION
The Board was informed that in accordance with section 152(6) of the Companies Act, 2013 they are required to determine the directors whose office is liable to be retire by rotation. The details of the directors have been put up before the Board and the Board
discussed and passed the following resolutions:
‘RESOLVED THAT pursuant to section 152(6) the office of Mr .____________________is liable to be retire by rotation and the directors be and is hereby unanimously proposed the name of Mr. ______________ for re-appointment at the ensuing Annual General Meeting of the company”.
“RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and is hereby severally and/or jointly authorized, to do all such acts, deeds, matters, and things as may be necessary and expedient to give effect to this resolution, including the filing of necessary forms with the concerned Registrar of Companies”.
- TO REVIEW THE STATUTORY COMPLIANCES
The Chairman placed before the Board a summary of the Company’s statutory compliances and informed that they were required to review the various statutory and regulatory requirements applicable on the company under the various applicable laws, including the Companies Act, tax laws, labour laws, and other relevant legislations as a part of good corporate governance. The Board reviewed the summary of the Company’s statutory compliances and took on record the same.
- TO APPROVE THE RISK MANAGEMENT POLICY
The Board was informed that, in pursuance of the applicable provisions of the Companies Act, 2013 and the rules made thereunder, they are required to review and approve the draft Risk Management Policy of the company
Hi Very good article