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SEBI Invites Public Comments on Proposed Amendments to Related Party Transactions under SEBI (LODR) Regulations, 2015 [Read Order]

The proposed amendments reduce the scale-based threshold for material RPTs by approximately 60%, potentially benefiting high-turnover companies

SEBI amendments - Related Party Transactions - SEBI LODR - taxscan
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The Securities and Exchange Board of India (SEBI) is inviting comments from the public on a consultation paper proposing significant amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), particularly pertaining to RelatedParty Transactions (RPTs).

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The amendments have been proposed to effectuate regulatory reform aimed to enhance compliance, ease the burden on listed entities, and to improve transparency throughout the process. SEBI has now invited public comments on the proposals through its official portal.

The consultation paper addresses key issues in two broad sections:

Section I outlines revisions to the threshold for determining material RPTs for listed entities and their subsidiaries. Notably, SEBI has suggested a shift from a fixed ₹1,000 crore threshold to a scale-based system depending on the consolidated turnover of the entity.

Section II proposes relaxations within the disclosure requirements for smaller RPTs, aiming to improve clarity on omnibus approvals by shareholders and includes crucial amendments to harmonize the exemption framework in line with existing corporate practice.

These proposed amendments are based on the recommendations of the Advisory Committee on Listing Obligations and Disclosure (ACLOD) and subsequent internal deliberations. If implemented, the scale-based threshold for material RPTs could potentially reduce shareholder approval requirements by approximately 60%, potentially benefiting high-turnover companies.

Members of the public, market participants, and stakeholders interested in submittingtheir views on the proposed changes can do so through SEBI’s dedicated portalfor public comments.

To participate, interested individuals must provide several key details on the online form such as their name, mobile number, email ID, country, state and city. They are also required to select their organization type, mention the name of their organization and choose the relevant consultation paper, regulation and specific proposal which they seek to comment on.

For each proposal, the form requires the user to indicate their level of agreement from "Strongly Agree" to "Strongly Disagree" and specify whether they wish to provide a comment. Users must also complete a captcha code for verification.

The deadline to submit public comments is August 25, 2025.

SEBI has also provided an alternate route for feedback in case of technical issues on the portal; stakeholders may email their comments to consultationcfd@sebi.gov.in with the subject line “CONSULTATION PAPER ON AMENDMENTS TO PROVISIONS RELATING TO RELATED PARTY TRANSACTIONS UNDER SEBI (LODR) REGULATIONS, 2015.”

By participating, stakeholders have the opportunity to contribute to shaping critical compliance norms that impact corporate governance and operational transparency across India’s capital markets, and more importantly have an opportunity to have their opinion heard.

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