Tata Capital Limited

Corporate Identification Number (CIN) U65990MH1991PLC060670

Registered Office: 11th floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai, Maharashtra - 400013
Tel: 022 6606 9000 Website: www.tatacapital.com
Notice of Postal Ballot
(Pursuant to Section 110 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014
each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.)

Voting Starts On Wednesday, August 28, 2024, at 9:00 a.m. (IST)

Voting Ends On Thursday, September 26, 2024, at 5:00 p.m. (IST)
Dear Member(s),
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the
Companies Act, 2013, (“Act”) (including any statutory modification or re-enactment thereof for the time being in force), read
with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard on
General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) as amended, and in accordance with
the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal
ballot process through electronic voting (remote e-voting) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020
dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023
(“MCA Circulars”) and other applicable laws and regulations, as amended from time to time (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), that the resolution appended below is proposed to
be passed by the Equity Shareholders of the Company (as on the Cut-off Date) (“Members”), through postal ballot (“Postal
Ballot”) only by way of remote e-voting process (“remote e-voting”). An Explanatory Statement pertaining to the said
resolution setting out the material facts and the reasons thereof forms part of this Notice of Postal Ballot (“Notice”).
Pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars,
the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically
instead of submitting postal ballot forms. In compliance with the MCA Circulars, the Notice and instructions for remote e-voting
are being sent only through electronic mode to those Members whose email addresses are registered with the Registrar and
Transfer Agent (“RTA”) / Depositories.
SPECIAL BUSINESS
1. Material Related Party Transaction(s) with Tata Sons Private Limited
To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Regulation(s) 23(4), 2(1)(zc) and other applicable Regulations of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), as
amended from time to time, the applicable provisions of the Companies Act, 2013, if any, read with related rules, if any,
as amended from time to time, and the Company’s Policy on Related Party Transactions, the approval of the Members
of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), which term shall be
deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise
its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or
enter into and/or execute new contract(s)/arrangement(s)/transaction(s), (whether by way of an individual transaction or
transactions taken together or series of transactions or otherwise), including for sale of investments held by the Company
and other transactions/arrangements as provided in the explanatory statement, with Tata Sons Private Limited (“TSPL”),
being Holding company and Promoter of Tata Capital Limited and accordingly a related party of the Company under
Regulation 2(1)(zb) of the SEBI LODR, on such terms and conditions as may be agreed between the Company and
TSPL for an aggregate value of up to Rs. 2,500 crore during FY 2024-25, subject to such contract(s)/ arrangement(s)/
transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company”.
“RESOLVED FURTHER THAT the Board, be and is hereby authorised, to do and perform all such acts, deeds, matters
and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof
and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other
documents, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its
absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question
that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of

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 the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto
expressly by the authority of this Resolution.”
“RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein
conferred, to any Director(s) or Key Managerial Personnel or any other Officer(s) as Authorised Representative(s) of the
Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the
aforesaid resolution(s).”
“RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection
with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved and confirmed
in all respects.”
By Order of the Board of Directors
For Tata Capital Limited

Sarita Kamath
Head - Legal and Compliance
& Company Secretary
Mumbai, August 26, 2024
Registered Office:
11th Floor, Tower A, Peninsula Business Park,
Ganpatrao Kadam Marg, Lower Parel,
Mumbai 400 013

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NOTES:
1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) read with
Section 110 of the Act and the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended, setting out
the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice.
2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members
whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the
Depositories / Link Intime India Private Limited (formerly TSR Consultants Private Limited, merged with Link Intime India
Private Limited), the Company’s Registrar and Transfer Agent (‘RTA’), as on August 23, 2024 (‘Cut-Off Date’) and whose
e-mail addresses are registered with the RTA/ Depositories/ Depository Participants or who will register their e-mail
address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to
their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., August 23, 2024.
3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off
Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the
Cut-Off Date should treat this Notice for information purposes only.
It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may
not have received this Notice due to non-registration of their e-mail addresses with the RTA/ Depositories / Depository
Participants) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified
in this Notice.
4. The remote e-Voting shall commence on August 28, 2024, at 9.00 a.m. (IST) and shall end on September 26, 2024 at
5.00 p.m. (IST). During this period, Members of the Company holding equity shares as on the Cut-Off Date may cast their
vote electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter.
5. The Company has appointed Mr. P. N. Parikh (FCS No. 327; COP No. 1228) or failing him, Mr. Mitesh Dhabliwala (FCS
No. 8331; COP No. 9511) of M/s. Parikh & Associates, Practicing Company Secretaries, to act as the Scrutinizer to
scrutinize the postal ballot process in fair and transparent manner.
6. The Scrutinizer will submit his report to the Chairman, or any other person authorised by the Board, after scrutiny of the
votes cast, on the result of the Postal Ballot not later than three days of conclusion of the Postal Ballot. The Scrutinizer’s
decision on the validity of votes cast will be final.
7. Members may download the Notice from the website of the Company at www.tatacapital.com or from the website of NSDL
at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at
www.nseindia.com.
8. The vote in this Postal Ballot cannot be exercised through proxy.
9. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests
to [email protected] from their registered e-mail addresses mentioning their names, DP ID and Client ID between
the period August 28, 2024 to September 26, 2024.
10. The Cumulative Redeemable Preference Shares (“CRPS”) holders of the Company cannot vote on the item set out in this
Notice and should treat the Notice for information purpose only.
11. Process for Registration of e-mail addresses:
A. One-time registration of e-mail address with RTA for receiving the Notice and casting votes electronically:
As part of Company’s green initiative and to facilitate Members to receive this Notice electronically, the Company
has made special arrangements with its RTA for registration of e-mail addresses. Eligible Members who have not
registered their e-mail addresses with the RTA, are required to provide the same to the RTA, on or before 5:00 pm (IST)
on September 16, 2024.
B. Process to be followed for one-time registration of e-mail address is as follows:
a) Visit the link: https://liiplweb.linkintime.co.in/EmailReg/Email_Register.html
b) Select the name of the Company from drop-down: Tata Capital Limited
c) Enter details in respective fields such as DP ID and Client ID (if shares held in electronic form), Shareholder name,
PAN, mobile number and e-mail id.
d) System will send One Time Password (“OTP”) on mobile no. and e-mail id.
e) Enter OTP received on mobile no. and e-mail id and submit.
f) The system will then confirm the email address for the limited purpose of service of Postal Ballot Notice.

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 After successful submission of the e-mail address, NSDL will e-mail a copy of this Notice alongwith the e-voting user
ID and password. If you are an Individual shareholder holding shares in demat mode, you are requested to refer to the
login method explained at point no. 12 below i.e. Login method for e-voting for individual shareholders holding shares
in demat mode. In case of any queries, Members may write to [email protected].
C. Registration of e-mail address permanently with DP: Members are requested to register the e-mail address with
their concerned DPs, in respect of electronic holding. Further, those Members who have already registered their
e-mail addresses are requested to keep their e-mail addresses validated/ updated with their DPs to enable servicing
of notices/ documents and other communications electronically to their e-mail address in future.
12. Process to cast votes through remote e-Voting:
The way to vote electronically on NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:
Step 1: Access to NSDL e-Voting system
I. Login method for e-Voting for Individual shareholders holding shares in demat mode
a) In terms of SEBI Circular dated December 9, 2020 on e-voting facility, Individual shareholders holding securities
in demat mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are accordingly, advised to update their mobile number and email id in their demat
accounts in order to access the e-voting facility.
b) Login method for Individual shareholders holding shares in demat mode is given below:

Type of shareholders Login Method

Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services
Shareholders holding website of NSDL. Open web browser by typing the following URL: https://eservices.
shares in demat mode nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
with NSDL. e-Services is launched, click on the “Beneficial Owner” icon under “Login” which
is available under “IDeAS” section. A new screen will open. You will have to enter
your User ID and Password. After successful authentication, you will be able to see
e-voting services. Click on “Access to e-Voting” under e-voting services and you will
be able to see e-voting page. Click on options available against the Company name
or “e-voting service provider - NSDL” and you will be re-directed to NSDL e-voting
website for casting your vote during the remote e-voting period.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open. You
will have to enter your User ID (i.e. your sixteen digit demat account number held
with NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-voting page. Click on options available against the Company name or
“e-voting service provider - NSDL” and you will be redirected to e-voting website
of NSDL for casting your vote during the remote e-voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting experience.

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 Type of shareholders Login Method
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders holding existing user id and password. Option will be made available to reach e-Voting page
shares in demat mode without any further authentication. The users to login Easi / Easiest are requested to
with Central Depository visit CDSL website www.cdslindia.com and click on login icon & new system Myeasi
Services (India) tab and then use your existing my easi username & password.
Limited (“CDSL”) 2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the remote
e-Voting period. Additionally, there are also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service providers’
website directly.
3. If the user is not registered for Easi / Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & new system Myeasi tab and then click
on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
Individual You can also login using the login credentials of your demat account through your
Shareholders (holding Depository Participant registered with NSDL / CDSL for e-voting facility. Once logged
shares in demat mode) in, you will be able to see e-voting option. Once you click on e-voting option, you will
login through their be redirected to NSDL/CDSL depository site after successful authentication, wherein
depository participants you can see e-voting feature. Click on options available against the Company name
or “e-Voting service provider-NSDL” and you will be redirected to e-voting website of
NSDL for casting your vote during the remote e-voting period.
Important note:
Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
c) Helpdesk for Individual shareholders holding shares in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk
shares in demat mode with NSDL by sending a request at [email protected] or call on no.: 022-48867000.
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk
shares in demat mode with CDSL by sending a request at [email protected] or contact on toll
free no. 1800 21 09911
II. Login Method for e-voting for shareholders other than Individuals viz. Institutions and Corporate shareholders
holding shares in demat mode and for shareholders holding shares in physical mode
a) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
b) Once the home page of e-voting system is launched, click on the icon “Login” which is available under
“Shareholders/Member/Creditors” section.
c) A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on
the screen.
Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-voting
and you can proceed to Step 2 i.e. Cast your vote electronically.

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 d) Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL Your User ID is:

or CDSL) or Physical
For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL For example, if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******.
For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL For example, if your Beneficiary ID is 12************** then your
user ID is 12**************
For Members holding shares in Physical Form EVEN Number followed by Folio Number registered with the
company
For example, if Folio number is 001*** and EVEN is 101456 then
user ID is 101456001***
e) Details of Password for shareholders other than Individual shareholders are, given below:
● If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
● If you are using NSDL e-voting system for the first time, you will need to retrieve the “initial password” which
was communicated to you. Once you retrieve your “initial password”, you need to enter the “initial password”
and the system will force you to change your password.
● How to retrieve your “initial password”?
I. If your email id is registered in your demat account or with the Company, your “initial password” is
communicated to you on your email id. Trace the email sent to you from NSDL from your mailbox. Open
the email and open the attachment i.e. pdf file. The password to open the pdf file is your 8 digit client id for
NSDL account, last 8 digits of client id for CDSL account or Folio number for shares held in physical form.
The pdf file contains your ‘User id’ and your ‘initial password’.
II. If your email id is not registered, please follow steps mentioned below in Point no. B - Process for those
shareholders whose email ids are not registered.
f) If you are unable to retrieve or have not received the “initial password” or have forgotten your password:
● Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
● “Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
● If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]
mentioning your demat account number/Folio number, your PAN, your name and your registered address.
● Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system
of NSDL.
g) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
h) Click on “Login” button.
i) After you click on the “Login” button, Home page of e-voting will open.
Step 2 - Cast your vote electronically on NSDL e-Voting system
a) After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle is in active status.
b) Select “EVEN” of the company for which you wish to cast your vote during the remote e-voting period.
c) Now you are ready for e-voting as the Voting page opens.
d) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
e) Upon confirmation, the message “Vote cast successfully” will be displayed.
f) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
g) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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A. General Information for the Members
(i) The Scrutinizer shall submit a report of the total votes cast in favour or against, if any, on the resolution set out in this
Notice, not later than three days of conclusion of the Postal Ballot to the Chairman or a person authorized by the Board
who shall countersign the same. The Chairman or a person authorized by the Board shall declare the Result of the
voting forthwith. The resolution, if assented by the requisite majority, shall be deemed to be passed on the last date
specified for e-voting, in terms of the SS-2 issued by the Institute of Company Secretaries of India.
(ii) The Results declared, alongwith the Scrutinizer’s Report, will be posted after the declaration of the same by the
Chairman or a person authorized by the Board on the Company’s website at www.tatacapital.com, on the website of
the National Stock Exchange of India Limited at www.nseindia.com, BSE Limited at www.bseindia.com and also on the
website of NSDL at www.evoting.nsdl.com. The Results shall also be displayed on the Notice Board at the Registered
Office of the Company.
(iii) In case you have any queries or issues regarding remote e-voting, you may write to the Company at
[email protected]. Members can also refer the Frequently Asked Questions (FAQs) for Shareholders and
e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on no.:
022-48867000 or send a request at [email protected].

By Order of the Board of Directors

For Tata Capital Limited

Sarita Kamath
Head - Legal and Compliance
& Company Secretary
Mumbai, August 26, 2024
Registered Office:
11th Floor, Tower A, Peninsula Business Park,
Ganpatrao Kadam Marg, Lower Parel,
Mumbai 400 013

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item No. 1
In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“SEBI LODR”), any transaction with a related party shall be considered material, if the transaction(s)
entered into/ to be entered into individually or taken together with the previous transaction(s) during a financial year exceeds
Rs.1,000 crore or 10% of annual consolidated turnover of the company as per the last audited financial statements of the
company, whichever is lower, and shall require prior approval of shareholders by means of an ordinary resolution. The said
limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s
length basis.
Tata Capital Limited (“TCL” / “Company”) is a Non-Banking Financial Company - Investment and Credit Company registered
with the Reserve Bank of India. Tata Sons Private Limited (“TSPL”) is a Holding company and Promoter of TCL holding
92.83% stake in TCL. In view of the said holding structure, TSPL is considered as a related party of the Company as per the
Companies Act, 2013 and SEBI LODR.
In order to support the growth of its business with strong capital adequacy ratio and for smooth business operations, the
Company has entered into and may enter into various transactions with TSPL viz., sale of investments held by the Company,
brand equity and business promotion contribution, availing/rendering of services and other transactions for furtherance of
business including lending and borrowing of funds, which are in the interest of the Company.
The Company holds equity investment in Tata Autocomp Systems Limited (“TACO”) and has from time to time sold part of
the said investment to TSPL in various tranches basis the business requirement. As on April 1, 2024, the Company held
12.65% equity shareholding of TACO. In June 2024, the Company sold part of this equity investment viz. 5.08% to TSPL for
Rs. 850 crore (rounded off) and now, proposes to sell the balance equity investment in TACO viz. 7.57% to TSPL for Rs. 1,272
crore (rounded off).
Considering the above, the aggregate value of the aforesaid sale of investment transactions and the other transactions with
TSPL during FY 2024-25 is estimated to be upto Rs. 2,500 crore i.e. approximately 13.76% of annual consolidated turnover
of the Company for the financial year 2023-24.
The Management has provided the Audit Committee with the relevant details, as required under law, for these related party
transactions. The Audit Committee, after reviewing all necessary information, has granted approval for entering into material
related party transactions with TSPL for an aggregate value of upto Rs. 2,500 crore during FY 2024-25. The Committee has
noted that the said transactions will be on an arms’ length basis and in the ordinary course of business of the Company.
With respect to the transaction pertaining to the sale of investments in TACO to TSPL, the Company has obtained a valuation
report from an Independent Valuer on the valuation of equity shares of TACO. The said report is available for inspection by the
Members of the Company. They may follow the process for inspection of document as mentioned in ‘Notes’ section forming
part of this Notice.
The material terms and conditions of other transaction(s) inter alia include rates which are based on prevailing market price
and commercial terms as on the date of entering into the contract(s) and in case of transaction pertaining to brand equity and
business promotion contribution includes the rates charged by TSPL for all Tata companies.
Mr. Saurabh Agrawal, being a Director on the Board of the Company as well as on the Board of TSPL is deemed to be
interested in the above Resolution. None of the other Directors and / or Key Managerial Personnel of the Company and/or
their respective relatives, other than to the extent of their shareholding in the Company and / or in TSPL, are concerned or
interested either directly or indirectly, in the Resolution mentioned at Item No. 1 of the Notice.
Basis the consideration and approval of the Audit Committee, the Board recommends the Ordinary Resolution at Item No. 1
of the accompanying Notice, for approval of the Members of the Company.
The Members may note that in terms of the provisions of the SEBI LODR, the related parties as defined thereunder (whether
such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve resolution under Item No. 1.