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Overview

Disclosure of Related Party Transactions (RPT)

The Disclosure of Related Party Transactions (RPT) is a statutory requirement under the Companies Act, 2013, and other regulations such as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This process involves reporting financial and operational dealings with related parties to ensure transparency, accountability, and the prevention of conflicts of interest.

Related Party Transactions are transactions undertaken between a company and its related parties, such as subsidiaries, directors, key managerial personnel (KMP), or their relatives. Disclosure of such transactions ensures that stakeholders and regulators are aware of the nature and extent of these dealings, reducing the risk of unfair practices or fraud.

Important

1. Transparency : Ensures that stakeholders are informed about transactions with related parties.

2. Compliance : Adheres to the Companies Act, 2013, and SEBI regulations.

3. Prevention of Conflicts : Safeguards against misuse of company resources by related parties.

4. Accountability : Promotes good corporate governance practices.

5. Avoids Penalties : Non-disclosure attracts fines and legal consequences.

Applicability

Disclosure of RPT applies to

1. Listed Companies : As per SEBI (LODR) Regulations, 2015.

2. Unlisted Public Companies : Covered under the Companies Act, 2013.

3. Private Companies : Subject to provisions of the Companies Act for specific transactions.

4. Transactions Exceeding Prescribed Limits : Transactions that exceed thresholds specified under Section 188 of the Companies Act.



Documents Required




Features

Features & Benefits of Disclosure of Related Party Transactions (RPT)

Mandatory for Specific Companies
Applicable to listed and certain unlisted companies.
Detailed Disclosures
Includes transaction nature, terms, and related party details.
Approval Mechanism
Requires board, audit committee, and sometimes shareholder approval.
Threshold-Based Requirements
Special resolutions for transactions exceeding limits.
Statutory Reporting
Disclosed in financial statements and annual filings.

Disclosure of Related Party Transactions (RPT)

Conflict Mitigation
Prevents unfair advantage to related parties.
Audit Oversight
Reviewed by the Audit Committee for compliance.
Penalty for Non-Compliance
Includes fines and possible disqualification of directors.
Alignment with Accounting Standards
Complies with Ind-AS 24 for related party disclosures.
Regulatory Monitoring
Ensures oversight by MCA and SEBI for listed companies.



Comparison with Related Services

Feature RPT Disclosure Annual Financial Statements Annual Return Filing
Objective Report related transactions Report financial performance Report corporate structure
Scope Related party dealings Entire financial data Shareholding and directors
Approval Mechanism Yes No No
Regulatory Body MCA, SEBI MCA MCA
Filing Requirement Yes (Form AOC-4) Yes Yes
Disclosure Standard Ind-AS 24 Ind-AS Companies Act, 2013
Penalty for Non-Compliance High Moderate High



Frequently Asked Questions

Who is responsible for disclosing RPTs?

The board of directors is responsible for disclosing related party transactions in the financial statements and annual filings.

What is the penalty for non-disclosure of RPT?

Non-compliance may attract fines of up to ₹5,00,000 for the company and ₹25,000 for each officer in default.

Are RPT disclosures mandatory for private companies?

Yes, private companies must disclose RPTs if the transactions fall under Section 188 of the Companies Act, 2013.

What is the role of the Audit Committee in RPTs?

The Audit Committee reviews and approves all RPTs to ensure they are fair and comply with regulations.

How are RPTs disclosed in financial statements?

RPTs are disclosed in the notes to the financial statements under Ind-AS 24, detailing the nature, amount, and terms of the transactions.

Can related party transactions be done without shareholder approval?

Transactions below the specified thresholds can be approved by the board and audit committee without shareholder approval.