Related Party Transactions -Disclosure obligations of high value debt listed entities

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The Securities and Exchange Board of India (SEBI) has issued a circular regarding Related Party Transactions -Disclosure obligations of high value debt listed entities.

1. Vide notification dated September 07, 2021, Regulation 15(1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODRRegulations’) was introduced stipulating that Regulations15 to 27 of Listing Regulations shall be applicable to high value debt listed entities1on a ‘comply or explain basis.

2. Subsequently, vide amendment dated November 9, 2021, Regulation 23 of the LODR Regulations on related party transactions was amended, inter-alia,mandating listed entities that have listed specified securities to submit to the stock exchanges disclosure of Related Party Transactions(RPTs)in the format specified by the Board from time to time.

3. SEBI vide circularno. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021has specified following disclosure obligations of listed entities in relation to Related Party Transactions with respect to specified securities:

a. Information to be reviewed by the Audit Committee for approval of RPTs;

b. Information to be provided to shareholders for consideration of RPTs and

c. Format for reporting of RPTs to the Stock Exchange.

4. Since the provisions of Regulation 23 of the LODR Regulations would be applicable to high value debt listed companies also, it has been decided to make provisions of the above referred circular dated November 22, 2021 applicable to high value debt listed entities.

5. This Circular shall come into force with immediate effect. Stock Exchanges are advised to bringthe provisions of this circular to the notice of all listed entities that have issued specified securities and also disseminate on their websites.

6. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities andExchange Board of India Act, 1992 read with Regulation 101 of the LODR.

7. This Circularis available at www.sebi.gov.in under the link “Legal->Circulars”.

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