• Securities Law
  • Specimen
  • Approval and Recommendation of Material Related Party Transactions (SEBI LODR Regulation 23)
  • Mehak Chanotiya
  • img September 18, 2026

Approval and Recommendation of Material Related Party Transactions (SEBI LODR Regulation 23)

A corporate board resolution and comprehensive disclosure framework for approving and recommending material Related Party Transactions (RPTs) under Regulation 23 of the SEBI Listing Regulations, adhering to the SEBI Master Circular and RPT Industry Standards.

Approval and Recommendation of Material Related Party Transactions

(Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI Master Circular and the RPT Industry Standard)

 

The Board was apprised that pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, transactions with related parties are deemed material if the aggregate value in a financial year exceeds the threshold prescribed under the said Regulation, based on the latest audited financials.

Accordingly, a Statement containing the requisite disclosures, prepared in accordance with the applicable SEBI Master Circular and the RPT Industry Standard, and as approved and recommended by the Audit Committee, was placed before the meeting for review by the Board.

“RESOLVED THAT pursuant to Regulation 23(1A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI Master Circular and the RPT Industry Standard, the consent of the Board of Directors be and is hereby unanimously accorded to enter into material related party transactions with [Name of Related Party] (‘[Short Name]’) for the financial year [____], as detailed herein, subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM), in compliance with regulatory requirements.

FURTHER RESOLVED THAT such transactions, being in the ordinary course of business and on an arm’s length basis, shall be undertaken on material terms and conditions consistent with the principles set out under the RPT Industry Standard.”

 

Minimum information to be provided to the Audit Committee and shareholders for approval of Related Party Transaction as per RPT Industry Standard:

 

 

Part A: Minimum information of the proposed Related Party Transactions (RPT)

 

A(1) Basic details of the related party

S No

Particulars of the information

Information provided by the management

1

Name of the related party

[Name of Related Party]

2

Country of incorporation of the related party

[Country]

3

Nature of business of the related party

[Nature of business]

 

A(2) Relationship and ownership of the related party

S No

Particulars of the information

Information provided by the management

1

Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/subsidiary, whether direct or indirect, in the related party. • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary. • Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary.

[Nature of relationship and shareholding details]

 

A(3) Details of previous transactions with the related party

S No

Particulars of the information

Information provided by the management

1

Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.

[Amount, or table with break-up by nature of transaction]

2

Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.

[Amount]

3

Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.

[Yes/No, with details if Yes]

 

A(4) Amount of the proposed transaction(s)

S No

Particulars of the information

Information provided by the management

1

Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders.

[Amount]

2

Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?

[Yes/No]

3

Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year.

[%]

4

Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction).

[%, or Not Applicable]

5

Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available.

[%, or Not Available]

6

Financial performance of the related party for the immediately preceding financial year.

Turnover: [Amount] Profit After Tax: [Amount] Net worth: [Amount]

 

A(5) Basic details of the proposed transaction

S No

Particulars of the information

Information provided by the management

1

Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)

[List each type, e.g. (a) Sale of finished goods (b) Purchase of raw materials (c) Payment of royalty, etc.]

2

Details of each type of the proposed transaction.

[Brief description for each type listed above]

3

Tenure of the proposed transaction (tenure in number of years or months to be specified).

[Start Date] to [End Date] ([duration])

4

Whether omnibus approval is being sought?

[Yes/No]

5

Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.

[Amount for each transaction type]

6

Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity.

[Justification for each transaction type]

7

Details of the promoter(s)/director(s)/key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. (a) Name of the director/KMP (b) Shareholding of the director/KMP, whether direct or indirect, in the related party

[Details, or: None of the director(s)/key managerial personnel of the Company have any interest in the transaction.]

8

A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.

[Details, or Not Applicable]

9

Other information relevant for decision making.

[Details, e.g. confirmation that the Audit Committee/Board has evaluated and approved the proposed transaction]

 

 

Part B

 

B(1) Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances

S No

Particulars of the information

Information provided by the management

1

Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.

[Details, or Not Applicable with reasons]

2

Basis of determination of price.

[Basis, e.g. Cost plus basis / Actual expenses incurred]

3

In case of Trade advance (of up to 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify: (a) Amount of Trade advance (b) Tenure (c) Whether same is self-liquidating?

[Details, or Not Applicable]

 

B(7) Disclosure only in case of transactions relating to payment of royalty

S No

Particulars of the information

Information provided by the management

1

Purpose for which royalty is proposed to be paid to the related party in the current financial year: (a) For use of brand name/trademark (b) For transfer of technology know-how (c) For professional fee, corporate management fee or any other fee (d) Any other use (specify)

[Rate/basis and purpose for each applicable head]

2

(a) Whether the listed entity may confirm the parent company charges royalty at a uniform rate from all group companies in other jurisdictions. (b) If No, furnish: minimum and maximum rate of royalty charged along with corresponding absolute amount.

[Yes/No, with details if No]

3

Sunset Clause for Royalty payment, if any.

[Details, or No sunset clause]

 

 

Part C

 

C(6) Disclosure only in case of transactions relating to payment of royalty

S No

Particulars of the information

Information provided by the management

1

Gross amount of royalty paid by the listed entity or subsidiary to the related party during each of the last three financial years.

FY [____]: [Amount] FY [____]: [Amount] FY [____]: [Amount]

2

Purpose for which royalty was paid to the related party during the last three financial years: (a) For use of brand name/trademark (b) For transfer of technology know-how (c) For professional fee, corporate management fee or any other fee (d) Any other use (specify)

[Details for each applicable head]

3

Royalty paid in last 3 FYs as % of Net Profits of previous FYs.

FY [____]: [%] FY [____]: [%] FY [____]: [%]

4

Percentage or Rate at which royalty has increased in the past 3 years, if any, vis-à-vis rate at which the turnover and profits after tax have increased during the same period.

[Table showing Financial Year / Royalty Rate Increase / Royalty Amount Increase / Turnover Increase / Profit after tax Increase]

5

Peer Comparison: whether any relevant Industry Peer pays royalties for the same purpose, as disclosed in its audited annual financial statements for the relevant period.

[Details, or explanation of why a meaningful peer comparison is not available]

 

 

FURTHER RESOLVED THAT such transactions, being in the ordinary course of business and on an arm’s length basis, shall be undertaken on material terms and conditions consistent with the principles set out under the RPT Industry Standard.”

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Mehak Chanotiya

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CS Trainee dedicated to mastering the nuances of Indian corporate law and secretarial practice. View Full Profile

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