(1)Except with the consent of the Board and subject to such conditions as may be prescribed, the Corporation shall not enter into any contract or arrangement with a related party with respect to-(a)sale, purchase or supply of any goods or materials;(b)selling or otherwise disposing of, or buying, property of any kind; ·(c)leasing of property of any kind;(d)availing or rendering of any services;(e)appointment of any agent for purchase or sale of goods; materials, services or property;(f)such related party's appointment to any office or place of profit in the Corporation, its subsidiary or associate company;(g)underwriting the subscription of any securities, or derivatives thereof, of the Corporation:Provided that no contract or arrangement involving transactions exceeding such sums as the Board may specify, shall be entered into except with the prior approval in the general meeting:Provided further that no member shall vote in such general meeting to approve any contract or arrangement which may be entered into by the Corporation, if such member is a related party:Provided also that nothing in this sub-section shall apply to any transactions entered into by the Corporation in its ordinary course of business, other than transactions which are not on an arm's length basis:Provided also that the requirement of approval under the first proviso shall not be applicable for transactions entered into between the Corporation and-(a)its wholly owned subsidiary, if any, whose financial statements are consolidated with the Corporation and placed before the 5 members at the general meeting for adoption;(b)a Government company, or the Central Government, or any State Government, or any combination thereof, in respect of contracts or arrangement entered into between them.Explanation-In this sub-section,-(a)the expression "office or place of profit" means any office or place-(i)where such office or place is held by a director, if the director holding it receives from the Corporation anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rentfree accommodation, or otherwise;(ii)where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the Corporation anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;(b)the expression "arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.
