Board Resolution

Board Resolution for Related-Party Transaction

Use this resolution to approve a related-party transaction with the interested director not voting.

CERTIFIED TRUE COPY OF THE RESOLUTION

passed at the meeting of the Board of Directors of [Company Name] held on [Meeting Date] at the registered office of the Company

RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the consent of the Board be and is hereby accorded to enter into the contract / arrangement with ______, being a related party, for ______ (nature of transaction) for a value not exceeding Rs. [Amount] per annum, on an arm's length basis and in the ordinary course of business, the interested director having disclosed his interest and not having participated in the discussion or voting on this item.

FURTHER RESOLVED THAT the particulars of the transaction be disclosed in the Board's Report in Form AOC-2, and that any Director or the Company Secretary be and is hereby severally authorised to execute the necessary agreements and to do all acts necessary to give effect to this resolution.

Certified to be true copy

For [Company Name]


_______________________
(Director / Company Secretary)
DIN / Membership No.: ________
Date: [Effective Date]

Before you use it — fill in / check

  • Company name
  • Amount/details
  • Effective date
  • Meeting date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.