Inter Corporate Deposits & RPT
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This document summarizes the key points from a presentation on inter-corporate deposits and related party transactions under Indian law. It discusses what types of loans and guarantees between holding companies and subsidiaries are allowed, and controversies around loans to directors. It also covers compliance requirements for deposits, exemptions for transactions in the ordinary course of business, and penalties for non-repayment of deposits.
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Inter Corporate Deposits & RPT
- 1. INTER CORPORATE DEPOSITS & RELATED PARTY TRANSACTIONS DATE- 13th August, 2015 TIME- EVENING SESSION VENUE- Hotel Taj, Sector-17A, Chandigarh. ORGANISERS Young Members Empowerment Committee of ICAI -Chandigarh Branch of NIRC of ICAI
- 2. INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS • Any loan made by holding company to its WOS CXIIR10(1) – Allowed CONTROVERSIAL • “to any other person in whom Director is interested” • Not allowed as per provisions of Section 185 Team AGBians
- 3. • Any guarantee given or security provided in respect of loan made by any bank or FI to its subsidiaries CXIIR10(2) – No Controversy CONTROVERSIAL • “to any other person in whom Director is interested” • Not allowed as per provisions of Section 185 Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 4. RoI - Govt. Security Deposit closest to the tenor of loan S186(7) -1/3/5/10 years No subsisting default in repayment of deposits S186(8) Upto 60% of PuC, FR and SP or 100% of FR and SP WeiM • Unanimous BR in BM and Consent of FI, Banks – if default in repayment of loan > 60% of PuC, FR and SP or 100% of FR and SP – • SR GM and Consent of FI, Banks – default or no default Compliances, Records and Disclosures – as prescribed in Law Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 5. Loan to MD/WTD S185(1)(a)(i) • Service Condition to All its Employees Loan to MD/WTD S185(1)(a)(ii) • Scheme approved by SR – GM Loan in Ordinary Course of Business S185(1)(b) • For example NBFC but at a rate not less than bank rate Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 6. Body Corporate not invested any money Borrowing from banks or financial institutions < twice of paid up share capital or 50 Crore Rupees No default in repayment of such borrowings NOTIFICATION DATED 05 June, 2015 G.S.R 464(E) INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 7. INTER CORPORATE INVESTMENTS S186 Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 8. Notification dated 10th March, 2015 Circular No. 04/2015 Loans and advances to employees, as per service rules. Not governed by Section 186 of CA, 2013 INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 9. Detailed Agenda along with specific disclosures C12R15(1) Interested Director not to participate C12R15(2) SR in General Meeting by Non-Interested Shareholders Detailed Explanatory Statement along with specific disclosures Notification dated 5th June, 2015 Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 10. Exemptions - Proviso 3 to S188(1) • Transactions entered in Ordinary Course of Business • Arm’s length transaction - Disclosure in Board’s Report with justification S188(2) Entry in Register of Contracts and Arrangements S189 Reporting of Resolution – MGT14 Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 11. Related Party Transaction Arm length Transaction Disclosure Form AOC-2 with Directors Report Related Party Transaction Not at Arm Length Transaction Form AOC-2 Not required with Directors Report INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 12. Notification dated 14th August, 2014 G.S.R. 590(E) Limit of paid up share capital of Rs 10 Crore to enter into contract with related party DELETED INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 13. NOTIFICATION DATED 05 June, 2015 G.S.R 464(E) INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 14. Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 15. Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 16. Repayment • Deposit+ Interest Terms & Conditions • Agreement Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 17. Tribunal Repayment Other Order Non payment Depositor Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 18. When deposits from members is upto 100% of aggregate of paid up share capital and free reserves INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 19. Within 3 months (statement of deposits) Repay Deposit Before commencement of act Becomes due thereafter Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 20. Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 21. Repayment of Deposits Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 22. Officer in Default 7 years 25 lacs-2 crores Company Amount+Interest 1 crore- 10 crore Fails toRepay Amount Interest Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 23. Company Resolution RBI Consultatio n Terms & Conditions Conditions Circular+Statement (Members) Copy(Registrar) <15%(Scheduled Bank) Deposit Repayment Bank Account Deposit Insurance Certificate(Rep ayment+ Interest) Security If not (Unsecured Deposits) Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS
- 24. Deposits Non- Paymen t Proved (Defraud) Penalty Team AGBians INTER CORPORATE DEPOSISTS & RELATED PARTY TRANSACTIONS