Approval of a related-party transaction — Board Resolution Format
Approval of a related-party transaction is passed by the Board of Directors under Section 188, Companies Act, 2013 (Form MGT-14 if not in the ordinary course/at arm's length) — this tool drafts the resolution, a certified true copy ready for the auditor and, where required, the shareholders, and the meeting notice, pre-filled for this exact resolution.
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Approval of a related-party transaction
Section 188, Companies Act, 2013 (Form MGT-14 if not in the ordinary course/at arm's length)
- · MGT-14 is required only where the transaction is NOT in the ordinary course of business or NOT on an arm's length basis — confirm which applies before relying on the mgt14Required flag here.
- · An interested director must not be present during discussion or vote on this item — must not be counted for quorum on this item either.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
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- Company name
- CIN
- Registered office
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- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Approval of a related-party transaction: Related party
- Approval of a related-party transaction: Basis of relationship
- Approval of a related-party transaction: Transaction description
- Approval of a related-party transaction: Director authorised to execute
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Approval of a related-party transaction "RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013, the consent of the Board be and is hereby accorded to the Company entering into a transaction with [Related party], a related party of the Company by virtue of [Basis of relationship], for [Transaction description], on an arm's length basis and in the ordinary course of business, as disclosed in the Notice of this meeting and Register of Contracts maintained under Section 189. RESOLVED FURTHER THAT [Director authorised to execute], be and is hereby authorised to execute the necessary documents and to do all acts necessary to give effect to this resolution." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Approval of a related-party transaction is used to approve a transaction with a related party (Sec 188). It is passed under Section 188, Companies Act, 2013 (Form MGT-14 if not in the ordinary course/at arm's length), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
MGT-14 is required only where the transaction is NOT in the ordinary course of business or NOT on an arm's length basis — confirm which applies before relying on the mgt14Required flag here. An interested director must not be present during discussion or vote on this item — must not be counted for quorum on this item either.
MGT-14 filing and shareholder approval
This resolution must also be filed with the Registrar of Companies in Form MGT-14 within 30 days of being passed, since it falls outside the routine Section 179(3) matters that private companies are exempt from filing. Missing the MGT-14 deadline attracts an additional filing fee that grows the longer it stays outstanding, so track the 30-day window from the meeting date, not from when the certified copy is actually issued.
Certified true copy for approval of a related-party transaction
The auditor and, where required, the shareholders will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting approval of a related-party transaction in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.