Industry Standards on Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions
Summary
This circular modifies the Master Circular to mandate specific industry standards for information disclosure in related party transactions. It updates Section III-B of the Master Circular to require listed entities to provide minimum information to audit committees and shareholders as per these standards. The revised requirements become effective from September 01, 2025, superseding previous circulars on the same subject.
Text
Section III-B of the Master Circular shall stand modified as under from the effective date of this circular:
The listed entity shall provide the audit committee with the information as specified in the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions”, while placing any proposal for review and approval of an RPT.
The notice being sent to the shareholders seeking approval for any RPT shall, in addition to the requirements under the Companies Act, 2013, include the information as part of the explanatory statement as specified in the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions.”
The listed entities, from the effective date of this Circular, shall follow the aforesaid RPT Industry Standards to ensure compliance with Part A and Part B of Section III-B of the Master Circular read with Regulation 23(2), (3) and (4) of LODR Regulations.
The industry associations which are part of ISF (ASSOCHAM, FICCI, and CII) and the stock exchanges shall: Publish the RPT Industry Standards on their respective websites; Prepare FAQs on RPT Industry Standards in consultation with the SEBI; Place aforesaid FAQs on their respective websites.
This circular shall come into effect from September 01, 2025.
The instant Circular supersedes the Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated February 14, 2025 and Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/37 dated March 21, 2025.
The Stock Exchanges are advised to bring the contents of this Circular to the notice of their listed entities.
This Circular is issued in exercise of the powers conferred under Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 read with regulation 101 of LODR Regulations.
Source: SecMarx — Industry Standards on Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.