What are the information to be reviewed by the Audit Committee for approval and the information to be provided to shareholders for their consideration of Related Party Transactions (RPTs) in case of a listed entity as pe

SEBI, through its notification dated November 9, 2021, and circular No. SEBI/HO/CFD/CMDI1/CIR/P/2021/662 dated November 22, 2021, amended Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). These amendments mandate listed entities to submit disclosures of Related Party Transactions (RPTs) to stock exchanges and prescribe specific information to be placed before the Audit Committee for approval and before shareholders for their consideration. A. Information to be Reviewed by the Audit Committee for Approval of RPTs: The listed entity shall provide the following information for review by the Audit Committee for approval of a proposed RPT: Type, Material Terms, and Particulars: The type, material terms, and particulars of the proposed transaction. Related Party Details: Name of the related party and its relationship with the listed entity or its subsidiary, including the nature of its concern or interest (financial or otherwise). Tenure: The tenure of the proposed transaction (if a particular tenure is specified). Value: The value of the proposed transaction. Percentage of Turnover: The percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year that is represented by the value of the proposed transaction. For an RPT involving a subsidiary, this percentage should also be calculated on the basis of the subsidiary's annual turnover on a standalone basis. Loans, ICDs, Advances, or Investments: If the transaction relates to any loans, inter-corporate deposits (ICDs), advances, or investments made or given by the listed entity or its subsidiary: Details of the source of funds in connection with the proposed transaction. Where any financial indebtedness is incurred to make or give loans, ICDs, advances, or investments: Nature of indebtedness. Cost of funds. Tenure. Applicable Terms: Applicable terms, including covenants, tenure, interest rate, and repayment schedule, whether secured or unsecured; if secured, the nature of security. Purpose of Funds: The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT. Justification: Justification as to why the RPT is in the interest of the listed entity. Valuation/External Report: A copy of the valuation or other external party report, if any, if such report has been relied upon. Counter-party's Turnover Percentage: Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis. Other Relevant Information: Any other information that may be relevant. The Audit Committee shall also review the status of long-term (more than one year) or recurring RPTs on an annual basis. B. Information to be Provided to Shareholders for Consideration of RPTs: The notice being sent to the shareholders seeking approval for any proposed RPT shall, in addition to the requirements under the Companies Act, 2013, include the following information as a part of the explanatory statement: Summary of Information: A summary of the information provided by the management of the listed entity to the Audit Committee. Justification: Justification for why the proposed transaction is in the interest of the listed entity. Details of Loans, ICDs, Advances, or Investments: Where the transaction relates to any loans, inter-corporate deposits, advances, or investments made or given by the listed entity or its subsidiary, the details specified under point (A)(6) above (excluding the requirement of disclosing source of funds and cost of funds for listed banks/NBFCs). Valuation/External Report Availability: A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction, will be made available through the registered email address of the shareholders. Counter-party's Turnover Percentage: Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis. Other Relevant Information: Any other information that may be relevant.