Audit Committee resolution format for omnibus approval of related party transactions under Section 177(4)(iv) and Rule 6A, with value caps and periodic review.
“RESOLVED THAT pursuant to the provisions of Section 177(4)(iv) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014 and the criteria for omnibus approval approved by the Board on [●], the Committee, being satisfied that the transactions are repetitive in nature and that omnibus approval is needed and in the interest of the Company, hereby grants omnibus approval for the related party transactions set out in the statement placed before the meeting for the financial year [●], within the maximum aggregate value, the maximum value per transaction and the pricing basis stated against each related party.
RESOLVED FURTHER THAT where the need for a transaction cannot be foreseen and these details are not available, the Committee approves such transactions up to ₹1,00,00,000 (Rupees one crore only) per transaction, and all transactions entered into under this approval shall be placed before the Committee for review [every quarter / at every meeting].
RESOLVED FURTHER THAT this approval shall not extend to the selling or disposing of the undertaking of the Company, nor dispense with any approval of the Board or the members required under Section 188 of the said Act, and the [Chief Financial Officer / Company Secretary] of the Company be and is hereby authorised to communicate this approval and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”