New Delhi, Oct 30 (PTI) Capital market regulator SEBI has warned billionaire Anil Agarwal's Vedanta Ltd for executing ₹ 1,407 crore of related-party transactions without prior approval of the audit committee.

In a warning letter, which Vedanta as per SEBI directions disclosed to stock exchanges, the regulator said it will take action if such actions were repeated in future.

The mining conglomerate's independent auditors had in the firm's annual report for fiscal year 2020-21 flagged related-party transactions.

"With regard to the qualified opinion in respect of the company executing related party transactions worth ₹ 1,407 crore without prior approval of the audit committee, the company has submitted that the said transaction was ratified later (after a period of about 47 days)," SEBI said in the October 28 letter.

Without disclosing the nature of the transaction, the company stated that the transaction was done at an arm's length and in ordinary course of business.

"In this regard, attention may be drawn to Regulation 23(2) of SEBI (LODR) Regulations, 2015, which states that all related party transactions shall require prior approval of the audit committee," SEBI said. "Accordingly, the submission of the company that the transactions were done at arm's length distance is not tenable."

On the auditor's observation over delay in disclosure of the outcome of board meeting of October 3, 2020, the company submitted that the delay was due to unforeseen circumstances and that it will ensure that the same is not repeated.

"The aforesaid non-compliances are viewed seriously. you are hereby warned and advised to ensure compliance with all applicable provisions of SEBI Regulations," the regulator said in the letter. "Any such aberration in future would be viewed seriously and appropriate action would be initiated."

SEBI asked Vedanta to place its letter before the company's board of directors and disseminate the same to stock exchanges.

Vedanta in the filing said that the firm's board at its meeting held on October 29 took note of the SEBI letter.

The board "has advised the company to ensure adherence to all applicable provisions," it said. "We would also like to state that the company has always been meticulous in complying with all the provisions of the Companies Act and SEBI Regulations and will continue to do so.

Related-party transaction compliance warned: regulator rejects arm's-length justification and signals enforcement for repeat breaches. A listed company executed related-party transactions without prior audit committee approval, later ratified after delay, and auditors flagged both the transactions and delayed disclosure of a board meeting outcome. The regulator emphasised the requirement for prior audit committee approval, found arm's-length assertions insufficient to excuse non-compliance, issued a formal warning, directed placement of the warning before the board and dissemination to stock exchanges, and warned of potential enforcement for future repetitions.