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SEBI tightens rules on related party transactions to protect minority shareholders

India's corporate governance just got stricter. Will SEBI's new rules on related party deals finally level the playing field for minority shareholders?

The image shows a graph depicting the increased BAA issuance across industry groups. The graph is...
The image shows a graph depicting the increased BAA issuance across industry groups. The graph is accompanied by text that provides further information about the data.

India’s markets regulator, SEBI, has rolled out new rules for related party transactions (RPTs) under its Listing Obligations and Disclosure Requirements Regulations. The reforms aim to tighten governance and protect minority shareholders in a corporate landscape dominated by promoters. Key changes include stricter materiality thresholds and broader definitions of who qualifies as a related party. The updated framework introduces graded materiality thresholds under Schedule XII. Listed companies must now set and review these limits every three years, with board approval required for any adjustments. This replaces earlier, less structured approaches to assessing RPT significance.

SEBI has also widened the scope of related parties to include promoters and equity shareholders. Companies are now obligated to draft a clear policy on materiality and handle RPTs in line with the new guidelines. Additionally, they must disclose material events as outlined in Para A of Part A of Schedule III. While the reforms address past concerns about proportionality and value diversion, some aspects have drawn scrutiny. Critics point to rigid quantitative disclosure thresholds and an expanded related party definition, warning these could overwhelm shareholders with excessive information and limit their decision-making role. The changes reflect SEBI’s push to balance transparency with ease of doing business. Yet, observers argue further refinements may be needed to ensure minority protection without stifling shareholder participation.

The revised rules mark a shift in how RPTs are governed in India. Companies must now comply with stricter disclosure and approval processes, while regulators continue to weigh transparency against practicality. The impact on minority shareholders and corporate operations will become clearer as the framework takes effect.

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