undervalued transaction in any manner. To deal with the plea, we may decipher the expression ‘Ordinary Course of Business’. The general meaning of the expression is the regular or customary condition of course. Many dictionaries defined the term as part of doing regular business. According to Black’s Law dictionary, it means the normal routine in managing a trade or business. Though, the expression ‘Ordinary Course of Business’ used in Sections 67(3)(a), 117(3)(g), 179(3), 180(1)(c), 185(3)(b), 186(11)(a), 188(1) fourth proviso, 189(5)(b), 329 and 336(1)(a) of the Companies Act, 2013, but the term has not been defined in the Act. We could also not find the definition of the expression in the IBC, 2016. In the wake, the Board of Directors of Companies are left to have their own different understanding and interpretations of the term, thus creating confusion. The lack of definition or framework could reserve discretion to the Board and Audit Committees to use the expression as per their subjective understanding. Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides that the listed entities shall formulate a policy on materiality of related party transactions including clear threshold limits duly approved by the Board of Directors and such policies shall be reviewed by the Board of Directors at least once in every three years. The provision makes it advisable for the company to define the term ‘Ordinary Course of Business’. Thus, we need to understand the expressions, ‘Ordinary’, ‘Course’, and ‘Business’ independently. The term ‘Ordinary’ means normal, natural and something what happens in routine either everyday or in general or traditionally. The term ‘Course’ means procedure, series, chain, link or string. The term ‘Business’ refers to an organisation or enterprising entity engaged in
