Related Party Transaction (RPT)
A transaction between a company and a related party, subject to approval and disclosure obligations under Companies Act Section 188 and SEBI LODR Regulation 23.
Under Section 188 of the Companies Act 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014, transactions with a related party — the sale/purchase of goods, services or property, appointments to office/place of profit, underwriting of securities — require Board approval and, if the transaction exceeds the prescribed thresholds, prior shareholder approval by ordinary resolution.
For listed entities, SEBI LODR Regulation 23 layers a separate audit-committee approval regime. A "material" RPT — defined by Schedule XII slabs introduced by the Sixth Amendment 2024 — requires prior shareholder approval by majority of minority. The Fifth Amendment 2025 extended audit-committee jurisdiction to material RPTs of material subsidiaries, and the Linde India Ltd v SEBI order (SAT, 5 December 2025) established the aggregation doctrine for related-party pricing.
RPT compliance in practice requires a maintained related-party register, a scoping workflow at contract initiation to identify RPTs early, an approval calendar aligned to Board and audit-committee meetings, and half-yearly disclosure filings under LODR Regulation 23(9). The dcomply Academy SEBI LODR + PIT Practitioner Certification includes a working RPT operator's playbook.