M/s XYZ Limited is a listed company. It is subsidiary of M/s NMF limited which is a prominent consumer durable company and owns many big brands. M/s XYZ has entered into an agreement with M/s NMF Limited for the sale of
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2024
M/s XYZ Limited is a listed company. It is subsidiary of M/s NMF limited which is a prominent consumer durable company and owns many big brands. M/s XYZ has entered into an agreement with M/s NMF Limited for the sale of the products under the brand name of M/s NMF Limited and in exchange of this M/s XYZ will pay 8% of the sales value of M/s NMF Limited as royalty. During FY 2023-24, M/s XYZ Limited consolidated turnover was ₹ 7,000 Crores and it has paid ₹ 400 crore as royalty to M/s NMF limited. Examine whether the royalty payment by M/s XYZ Limited to M/s NMF limited would be considered as material transaction.
Answer & Explanation:
As per Regulation 23(1A) of SEBI (LODR) Regulation, 2015 with effect from July 01, 2019 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 a financial year, exceed 5% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. Since in this case, the royalty payment of ₹ 400 crore by M/s XYZ Limited to M/s NMF Limited is more than the 5% of the consolidated turnover (i.e., ₹ 350 crore) of M/s XYZ Limited, so this transaction would be considered as a material transaction in view of Regulation 23(1A).
Topics: Related Party Transactions
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