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In the realm of corporate governance, transparency and adherence to legal requirements are paramount. When it comes to related party transactions, businesses must navigate a complex landscape of regulations. One crucial document that facilitates this process is the Ordinary Resolution. Creating an Ordinary Resolution for Related Party Transactions is a critical step for businesses. This legally binding document not only ensures compliance with regulations but also showcases a commitment to transparency and ethical practices. By following the format outlined in this article, companies can streamline their approval process, mitigate risks, and build trust among stakeholders. Remember, in the world of corporate governance, clarity and adherence to the law are the cornerstones of success.

In this article, we will dissect the format of an Ordinary Resolution to approve Related Party Transactions in accordance with Indian corporate laws.

Format of Ordinary Resolution to Approve Related Party Transactions of the Company

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”) the applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / Contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) in terms of the explanatory statement to this resolution and more specifically set out in Table No. _____________ in the explanatory statement to this resolution on the respective material terms and conditions set out in each of Table No. _____________

RESOLVED FURTHR THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) ne and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any Officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

Format of Table (“Related Party Transactions”) in the explanatory statement

S No. Particulars Details
1. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)
2. Name of Director(s) or key Managerial Personnel who is related, if any
3. Type, Tenure, Material terms and particulars
4. Value of the transaction
5. The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction
6. Details of the transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary
7. Any valuation or other external party report relied upon by the listed entity in relation to the transaction
8. Any other information that may be relevant

* Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said transactions

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