1. Related Party Transactions The Companies Act 2013 B. Murli Senior Vice President - Legal & Company Secretary Nestlé India Limited 12 th September 2013 1 FICCI - ICSI Conference on the Companies Act 2013 A New Law for a New Era

2. Broad definition of Related Party Approvals Preparedness Draft Rules 2

3. 3 Broad definition of Related Party New Definition The Companies Act 2013 KMP & Relatives Fellow Subsidiaries & Associate Companies Draft Rules Directors, KMP& Relatives : Holding/Subsidiary/Associates Senior Management : Company/Holding/Subsidiary/Associates

4. 44 Approvals Normal course of business not on Arm’s length basis Audit Committee Approval/modification of transactions Board of Directors Ordinary course of business Arm’s length basis Shareholders (Not interested ) Prior special resolution if paid-up share capital or transactions above threshold notified

5. 5 Preparedness Best Practices for ‘proposed’ RPTs Proactive Approach Independent professional certification & support documentations Knowledge Building

6. 6 Draft Rules Materiality test for RPTs Extent of Deemed Related Party Your views

7. 7 Thank you