Joshi Ltd. is a listed entity entered into a transaction with related party, namely Hosh Ltd., for an amount of ₹ 59 crore and simultaneously made a payment of ₹ 10 crore for brand use. The turnover of Joshi Ltd. is ₹ 48

CS Executive · Securities Laws and Capital Markets · PYQS · December 2022
Joshi Ltd. is a listed entity entered into a transaction with related party, namely Hosh Ltd., for an amount of ₹ 59 crore and simultaneously made a payment of ₹ 10 crore for brand use. The turnover of Joshi Ltd. is ₹ 480 crore on standalone basis and after considering consolidation of subsidiary & associate is ₹ 610 crore. You, being a company secretary of the company, advise on the following: When transactions with related party are material in above both the cases?

Answer & Explanation:

As per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: A transaction with a related party shall be considered material if the transaction to be entered into individually or taken together with previous transactions during a financial year, exceeds ₹1,000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower. Notwithstanding the above, a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during the year, exceed five percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. In the given case, Joshi Ltd. has a consolidated turnover of ₹610 crore. For general related party transactions (₹59 crore with Hosh Ltd.): The threshold for materiality would be 10% of ₹610 crore = ₹61 crore. Since the transaction amount of ₹59 crore is within this limit, it is not a material related party transaction , assuming no other transactions with Hosh Ltd. during the financial year would cross the ₹61 crore limit. For brand use payment (₹10 crore): The threshold for materiality would be 5% of ₹610 crore = ₹30.5 crore. Since the payment of ₹10 crore for brand use is within this limit, it is not a material related party transaction , assuming no other brand use/royalty transactions with Hosh Ltd. during the financial year would cross the ₹30.5 crore limit.

Topics: Related Party Transactions

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic