General meeting resolution for approval of a related

party transaction
(to be included in the minutes of a general meeting)

[It may be noted that a shareholder resolution for approval of a related party transaction
will be required only in case of transactions with criteria as follows:

- sale, purchase or supply of goods or materials amounting to ten percent or more

of the turnover of the company or INR 100 crores whichever is lower; or
- selling or otherwise disposing off or buying property of any kind amounting to ten
percent or more of the networth of the company or INR 100 crores whichever is
lower; or
- leasing of property of any kind, amounting to ten percent or more of the networth
or turnover of the company, whichever is lower; or
- availing or rendering any services amounting to ten percent or more of the
turnover of the company or INR 50 crores, whichever is lower.

All companies including listed, unlisted public and private companies are required to
secure shareholders’ approval as noted above. The only exemption available to a private
company is that in the case of a private company or a company which has ninety percent
shareholding held by promoters, relatives of promoters or related parties, even
shareholders who are related parties themselves can vote on the resolution. In other
cases, shareholders who are related parties cannot vote.

The following is the text of a blanket resolution in the favour of a related party for all
types of transactions. The resolution can be structured in many different ways - approval
can be taken for just one type of transaction for a single related party and also for one
type of transaction for all related parties, in addition to the below type.]

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act) and the rules made thereunder,
subject to any modification and re-enactment thereof, approval of the members be and
is hereby provided to the board of directors to enter into any contract or arrangements
with (Name of the Related Parties) with respect to

- sale, purchase or supply of any goods or materials; or

- selling or otherwise disposing of, or buying, leasing of property of any kind; or
- availing or rendering of any services; or
- appointment of agent for purchase or sale of goods, materials, services or
property; or
- otherwise disposing of any goods, materials or property or availing or rendering
of any services; or
- appointment of such related party to any office or place of profit in the Company
or its subsidiary or associate Company; or
- reimbursement of any transaction or any other transaction of whatever nature
with related parties

in excess of the limits specified in Rule 15 of the Companies (Meeting of the Board and
its powers) Rules, 2014, subject to a maximum amount of [INR [150] crores - usually
this limit will be in higher the prescribed limits and a limit can be fixed for each related
party or each type of transaction or in aggregate, depending upon the business of the
company and nature of transactions frequently entered into].

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[In case of listed companies, any transfer of resources, services or obligations between a
listed entity and related party shall be considered a related party transaction irrespective
of whether a price is charged or not. Hence, there may be more transaction types added
to the list, depending upon contractual requirements or business of the company or as
thought fit by the board of directors.]

RESOLVED FURTHER THAT the board of directors of the Company be and is hereby
authorized to take such steps as may be necessary for obtaining the requisite approvals,
whether statutory, contractual or otherwise, in relation to the above and to settle all
matters arising out of and incidental thereto, and to sign and execute all deeds,
agreements, applications, documents and writings that may be required, on behalf of the
Company and generally to do all acts, deeds, matters and things that may be necessary,
proper, expedient or incidental thereto for the purpose of giving effect to this resolution.”

Board resolution for approval of related party transaction

“RESOLVED THAT [based on the recommendation of the Audit committee] and

pursuant to the provisions of Section 188 and other applicable provisions, if any, of the
Companies Act, 2013 (the Act) and the rules made thereunder, subject to any
modification and re-enactment thereof and subject to the approval of the members as
may be required in terms of Rule 15 of the Companies (Meeting of the Board and its
Powers) Rules, 2014, approval of the board of directors be and is hereby provided to
enter into any contract or arrangements with (Name of the Related Parties) with respect
to

- sale, purchase or supply of any goods or materials; or

- selling or otherwise disposing of, or buying, leasing of property of any kind; or
- availing or rendering of any services; or
- appointment of agent for purchase or sale of goods, materials, services or
property; or
- otherwise disposing of any goods, materials or property or availing or rendering
of any services; or
- appointment of such related party to any office or place of profit in the Company
or its subsidiary or associate Company; or
- reimbursement of any transaction or any other transaction of whatever nature
with related parties

in excess of the limits specified in Rule 15 of the Companies (Meeting of the Board and
its powers) Rules, 2014, subject to a maximum amount of [INR ___ crores].

RESOLVED FURTHER THAT Mr. ____________, the Managing Director of the Company
and Mr.____________ Wholetime Director be and are hereby severally authorized to
take such steps as may be necessary for obtaining the requisite approvals, whether
statutory, contractual or otherwise, in relation to the above and to settle all matters
arising out of and incidental thereto, and to sign and execute all deeds, agreements,
applications, documents and writings that may be required and generally to do all acts,
deeds, matters and things that may be necessary, proper, expedient or incidental
thereto for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT the transactions entered into with the related parties
between two meetings shall be reported to the [Audit Committee] and the Board at each
of its meetings and the requirements relating to disclosures of the related party
transactions

- in the financial statements as per the provisions of Part A of Schedule V of the Act
and in accordance with the Accounting Standard on Related Party Disclosures
- as per the policy on the related party transactions;

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 - as required to be reported to the stock exchanges in the quarterly compliance
report on corporate governance;
as required under [SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015] be adhered to.”

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