Related Party Transaction

Approval of Related Party Transaction

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Board Resolution

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Related Party Transaction

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Resolution No.

BR-RELATED-PARTY-TRANSACTION-20260613

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-06-13

Resolution type

Related Party Transaction

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-06-13
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

the Board notes that the proposed transaction with ____________, being a related party within the meaning of the Companies Act, 2013, is proposed to be entered into on ____________ terms as set out in the note placed before the meeting.

FURTHER RESOLVED THAT having considered the basis of pricing, business rationale and the confirmation that the transaction is ____________ and in the ordinary course of business / arm's length, where applicable, the Board hereby approves the transaction summarised as follows: ____________.

FURTHER RESOLVED THAT the interested director(s), if any, shall abstain from voting and that ____________ be and is hereby authorised to finalise and execute the definitive agreements and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-06-13

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-06-13
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-RELATED-PARTY-TRANSACTION-20260613
Date: 13 June 2026
RESOLVED THAT
the Board notes that the proposed transaction with ____________, being a related party within the meaning of the Companies Act, 2013, is proposed to be entered into on ____________ terms as set out in the note placed before the meeting.

FURTHER RESOLVED THAT having considered the basis of pricing, business rationale and the confirmation that the transaction is ____________ and in the ordinary course of business / arm's length, where applicable, the Board hereby approves the transaction summarised as follows: ____________.

FURTHER RESOLVED THAT the interested director(s), if any, shall abstain from voting and that ____________ be and is hereby authorised to finalise and execute the definitive agreements and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Secretarial notes

The board file should clearly evidence the commercial rationale, pricing basis, and abstention of interested directors where required.

Supporting papers

• RPT memorandum with pricing and arm’s length analysis
• Draft agreement, work order, or transaction document
• Interested director disclosure and abstention note

Registers and records

• Minute book of the Board of Directors
• Register of contracts and arrangements in which directors are interested

Post-approval actions

• Execute the definitive agreement in the approved form
• Update the related party transaction tracker and disclosure schedules
• Escalate for member approval if threshold or ordinary-course conditions require it

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

LLP

LLP use cases often need adaptation from company-style board language to the decision-making structure under the LLP agreement.

• Confirm that the LLP agreement, not company-law board mechanics, is the primary authority source for the action.
• Replace company-specific concepts like directors, board minutes, or share capital where the LLP structure makes them inapplicable.
• Check whether partner consent thresholds or amended LLP agreement filings are needed in addition to this draft.

Section 8

Section 8 entities need an added compliance lens around objects, governance sensitivities, and not-for-profit restrictions.

• Ensure the operative text is consistent with the charitable / not-for-profit objects of the entity.
• Check whether regulator, donor, or grant-linked approvals sit alongside the core board approval.
• Be conservative around remuneration, related party, and structural change documentation.

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