Board resolution for related-party transactions.
Section 188 + Rule 15 board resolution approving a related-party transaction with the arm's-length declaration, audit committee reference, and AOC-2 disclosure trigger.
Related-party transactions are where most companies' compliance hygiene quietly breaks. The definition of related party under Section 2(76) of the Companies Act 2013 is broader than most founders realise — it captures relatives of directors, KMPs, holding/subsidiary/associate companies, and any body corporate whose board is accustomed to act on the company's directions. If a transaction is with a related party and the consideration crosses certain thresholds under Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014, you need board approval, audit committee approval (where Section 177 applies), and in some cases a special resolution from members.
This template is the board resolution that does the first of those things properly. It covers the identification of the related party, the nature of the transaction, the material terms including consideration and tenure, the arm's-length / ordinary-course-of-business declaration (which, if it can honestly be made, exempts the transaction from the special-resolution requirement), and the audit committee's prior recommendation where required under Section 177(4)(iv).
It also flags the AOC-2 disclosure — every RPT not on arm's-length basis, and every material RPT regardless of basis, must be disclosed in Form AOC-2 attached to the board's report at the end of the year. The template includes the AOC-2-shaped data block at the bottom so your CS can lift the disclosure without re-engineering it.
For listed entities, additional SEBI LODR Regulation 23 requirements apply (audit committee approval, materiality thresholds, prior shareholder approval for material RPTs). This template flags those but does not draft them — listed entities should layer their own LODR-compliant addenda.
The whole document.
Every clause and schedule shipped in the DOCX. No surprises after you download.
- Recital — board meeting, quorum, notice
- Section 2(76) identification of the related party and the basis of relationship
- Nature, duration, and material terms of the transaction
- Consideration — amount, payment terms, and benchmarking
- Arm's-length declaration where applicable, with supporting basis (third-party quotes / TP study)
- Ordinary-course-of-business declaration where applicable
- Reference to audit committee approval under Section 177(4)(iv)
- Voting carve-out — interested directors not voting under Section 184(2)
- Authority to execute the underlying contract and any related documents
- AOC-2 disclosure data block for the board's report
- SEBI LODR Regulation 23 flag for listed entities (not drafted)
- Quarterly board reporting clause for monitoring
- Certification block
Timing and trigger.
Before executing any contract, sale, supply, leasing, appointment, or remuneration arrangement with a Section 2(76) related party that crosses the Rule 15 thresholds. Pass at the board meeting where the audit committee has recommended the transaction.
The sections it cites.
Companies Act 2013, Section 188 (RPTs), Section 2(76) (related party definition), Section 177 (audit committee), Section 184 (disclosure of interest). Companies (Meetings of Board and its Powers) Rules 2014 — Rule 15 (thresholds and approvals). AOC-2 disclosure under Section 134(3)(h). SEBI LODR Regulation 23 for listed companies. Rule 11UA-style benchmarking is good practice but not statutory for the RPT itself.
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Honest disclaimer: this is a scaffold, not legal advice. It is reviewed by Indian practitioners but every filing should be reviewed by your own counsel before execution.
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Questions buyers ask.
Can I use this for a Section 8 company?+
The mechanics are the same — Section 173 notice, Section 179 powers, SS-1 standards apply to Section 8 companies too. The differences are in the activity-specific resolutions (a Section 8 company will have additional governance language around its charitable object and FCRA-linked clauses if applicable). For the standard appointment / banking / RPT resolutions, the template works as drafted with minor preamble edits.
Does this work for a One Person Company (OPC)?+
An OPC needs a minute of the sole director's decisions, not a board resolution per se — Section 122 of the Companies Act 2013 deems decisions by the sole director (recorded in the minute book) as if passed at a board meeting. The substance of the resolution is the same; the recital paragraph at the top changes. We do not ship a separate OPC template — the edit is straightforward.
What if the resolution was passed by circulation, not at a meeting?+
Section 175 allows for resolutions by circulation for matters that don't statutorily require a meeting. The template includes an alternative recital paragraph for circulation resolutions — substitute it for the meeting recital, attach the date of circulation, and record the assent of the majority of directors entitled to vote.
Has this template been reviewed by a practitioner?+
Yes. Templates are drafted by our editorial team with input from Indian practitioners across corporate secretarial, valuation, and AIF practice. That said, every filing should be reviewed by your own counsel before execution. This is a scaffold, not legal advice.
Can I customise it?+
Yes — open the PDF in any editor that supports text extraction (Word, Google Docs, Pages all paste cleanly from the PDF), or use it as a structural reference for your own draft. Sections are organised modularly so you can keep what applies, swap defaults where flagged, and slot in your facts. Annotations note which clauses are negotiable and which are statutory minimums you can't drop. An editable .docx version is on the roadmap.
Or skip the template
and run the workflow.
See how Company OS generates these from a board meeting. The template gets you to the first draft; Kapitalyze gets you to the filing, the register update, and the audit trail in one workflow.