How private limited companies will clear related party transactions under CA 2013? Sec.174: Interested directors cannot participate in discussions and vote even in private company. Hence in most of the cases Board will not be able to approve. Alternative: Get it approved by members by special resolution u/s 188(1). ... But here again as per second Proviso to Sec.188(1), related party members cannot vote in members' meeting also in any company (private or public)!! There is no provision for central government approval also! Solution: Transfer shares to non-related parties???