TaxTMI 
TaxTMI 
Related party transactions
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....o be entered into individually or taken together with previous transactions during a financial year, exceeds Rupees fifty crore or ten per cent. of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.] ^2[(1A) Notwithstanding the above, ^7[with effect from July 01, 2019,] a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed ^8[five] percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.] (2) All related party transactions ^12[and subsequent material modifications] shall require prior approval of the ^13[audit committee of the listed entity:] ^9[Provided that only those members of the audit committee, who are independent directors, shall approve related party transactions.] ^14[Provided further that: (a) the audit committee of a listed entity shall define "material modifications" and disclose it as pa....
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....ng fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require approval of the audit committee provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation. (f) The members of the audit committee, who are independent directors, may ratify related party transactions within three months from the date of the transaction or in the immediate next meeting of the audit committee, whichever is earlier, subject to the following conditions: (i) the value of the ratified transaction(s) with a related party, whether entered into individually or taken together, during a financial year shall not exceed rupees one crore; (ii) the transaction is not material in terms of the provisions of sub-regulation (1) of this regulation; (iii) rationale for inability to seek prior approval for the transaction shall be placed before the audit committee at the time of seeking ratification; (iv) the details of ratification shall be disclosed along with the disclosures of related party transactions in ter....
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....rove] such resolutions whether the entity is a related party to the particular transaction or not: ^17[Provided that prior approval of the shareholders of a listed entity shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary. Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders of the listed subsidiary shall suffice.] ^4[Provided ^18[further] that the requirements specified under this sub-regulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved ^36[:]] ^37[Provided further that the omnibus approval granted by the shareholders for material related party transactions in an annual general meeting shall be valid till the date of the next annual general meeting held within the timelines prescribed under Section ....
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....uch disclosures along with its standalone financial results for the half year: Provided further that the listed entity shall make such disclosures every six months within fifteen days from the date of publication of its standalone and consolidated financial results: Provided further that the listed entity shall make such disclosures every six months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023 ^29[:]] ^30[Provided further that the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require disclosure under this sub-regulation provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation.] ************* NOTES:- 1 Inserted ibid. 2 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 3 Substituted ibid for the words "the related parties shall abstain from voting on". 4 Inserted by SEBI (Listing Obligation....
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...."(7) For the purpose of this regulation, all entities falling under the definition of related parties shall ^5[not vote to approve the relevant transaction] irrespective of whether the entity is a party to the particular transaction or not." 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/55 dated 09-11-2021 w.e.f. 01-04-2022 before it was read as, "^6[(9) The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.] ^10[Provided that a 'high value debt listed entity' shall submit such disclosures along with its standalone financial results for the half year.]" 22. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 23. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 24. Omitted vide&....