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March 19, 2025
ISF Guidance on the applicability of Minimum information to be provided for review of the audit committee and shareholders for approval of Related Party Transactions’ [‘ISF RPT Standards’] - MMJC
- Industry Standards Forum (‘ISF’) has clarified on the applicability of Related Party Transactions’ [‘ISF RPT Standards’] for approval of related party transactions that have been taken or would be taken from audit committee or shareholders for transactions commencing or continuing beyond April 1, 2025. This clarification is notified by Bombay Stock Exchange and National Stock Exchange vide their circular dt: March 15, 2025.[1].
- Applicability of ISF RPT Standards: SEBI has clarified that listed entities shall continue to adhere to the requirements stipulated under Section III-B of the SEBI Master Circular dated November 11, 2024, for the approval of Related Party Transactions (RPTs) till March 31, 2025. Post March 31, 2025 (w.e.f April 1, 2025) ISF RPT standards needs to be complied with for RPT approval process.
- FAQs on applicability of ISF RPT Standards would benefit Related Party Transactions [RPTs’] that would be entered post March 15, 2025.
- The issuance of FAQs on the applicability ISF RPT Standards will provide clarity and relief for RPTs approved by audit committee and/or shareholders between February 16, 2025, till March 15, 2025.
- Omnibus approval of related party transactions
| Audit committee approval | ISF RPT Standards |
| Omnibus approval granted before April 1, 2025, for RPTs for FY 25-26. | No need to seek fresh approval with ISF RPT Standards. |
| Material modification on or after April 1, 2025, for RPTs to whom omnibus approval is granted (before April 1, 2025) | ISF RPT Standards would be applicable |
- Approval of material related party transactions
| Audit committee | Shareholders | ISF RPT Standards |
| Approval taken before April 1, 2025 | Notices sent to members before April 1, 2025, or after April 1, 2025 | Not applicable |
| Approval to be taken post April 1, 2025 | Members approval to be taken post April 1, 2025, | Applicable |
- Ratification of RPTs
| Ratification of RPTs | ISF RPT Standards |
| Before April 1, 2025. | Not applicable |
| Post April 1, 2025. | Applicable |
- Approval of RPTs specifically with a related party.
| Specific approval of RPTs to be entered into on or April 1, 2025 | ISF RPT Standards |
| If approval taken on or before April 1, 2025 | Not applicable |
| If approval is being taken post April 1, 2025. | Applicable |
Hence it is clear that material modification or fresh approvals or ratification of RPTs on or after April 1, 2025, approval of audit committee and shareholders must be taken in compliance with ISF RPT Standards.
ISF RPT Standards can be accessed at below link:https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20250315-3
[1] https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20250315-3