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SEBI has zero tolerance for RPT violations, will levy fines on directors and compliance officials alike

Bombay Chamber, Mumbai: The Securities and Exchange Board of India (SEBI) has a zero-tolerance policy on related party transaction (RPT) violations. Not just that, the kind of orders being passed of late against compliance officers is far-reaching. The Bombay Chamber of Commerce & Industry has learnt that SEBI is not only passing orders and levying fines on compliance officers but also writing to the Institute of Company Secretaries of India to take disciplinary action against the member.

Speaking at the Related Party Transaction (RPT) seminar held recently by the Bombay Chamber of Commerce & Industry in Mumbai, Bharat Vasani, Chairperson, Legal Affairs & IPR Committee, Bombay Chamber of Commerce & Industry and Senior Advisor – Corporate Laws at Cyril Amarchand Mangaldas, said, SEBI is not only making the director and compliance official accountable but also penalising them.

“I recently came across a case wherein a fine of Rs 2 crore was levied on the executive director to whom the company secretary was reporting. Additionally, the company secretary was fined Rs 3 crore because they were the compliance officer under Regulation 6 of the LODR and did not address the violations,” said Vasani, adding that apart from directors, company secretaries also need to meticulously look into non-compliance and point out the violations accordingly.

Regulation 6 of SEBI Listing Obligations and Disclosure Requirements (LODR) clearly outlines the obligations of a compliance officer. Some of the key obligations are listed below: The compliance officer of the listed entity shall be responsible for:

· Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

· Co-ordination with and reporting to the Board, recognised stock exchange(s) and depositories with respect to compliance with rules, regulations and other directives of these authorities in the manner specified from time to time.

· Ensuring that the correct procedures have been followed that would result in the correctness, authenticity, and comprehensiveness of the information, statements, and reports filed by the listed entity under these regulations.

(Write to us at legalipr@bombaychamber.com)

Related party transaction isn’t dirty, its abuse is

Bombay Chamber, Mumbai: Related Party Transactions (RPTs) are not inherently unethical business practices. Listed entities across industries engage in legitimate business transactions while adhering to the Listing Obligations and Disclosure Requirements (LODR) prescribed by the Securities and Exchange Board of India (SEBI). However, not all companies comply with both the letter and spirit of the law, and some have been misusing or abusing RPTs to benefit certain executives, individuals, or entities connected to the promoter group.

“One listed entity, which I will not name, engaged in numerous abusive related party transactions (RPTs) at the subsidiary level. This called for scrutiny and corrective measures by SEBI. During the process, the regulator discovered that some transactions, while not involving a related party as the counterparty, ultimately aimed to benefit a related party. Consequently, SEBI introduced a purpose and effect test from April 1, 2023, in the RPT regulatory architecture, particularly for listed companies,” said Bharat Vasani, Chairperson, Legal Affairs & IPR Committee, Bombay Chamber of Commerce & Industry and Senior Advisor – Corporate Laws at Cyril Amarchand Mangaldas. Vasani was speaking at a Related Party Transaction (RPT) seminar held recently by the Bombay Chamber of Commerce & Industry in Mumbai.

In December 2024, a listed company transferred its business-to-consumer (B2C) business to its chief executive officer, who was also the promoter’s son. This was seen as a related party transaction, prioritising personal gain over shareholder interests and raising concerns about governance and transparency. Eventually, the son had to fund the new venture on his own, with the listed entity retaining a minority stake in the new B2C venture.

Legal industry experts cited another incident of gross violation of RPT regulatory architecture by a listed company (name withheld). When the regulator summoned one of the independent directors in question, the person pleaded ignorance of the Companies Act and the LODR, claiming to be just a physiotherapist of the promoter.

There have been numerous instances of gross violations in the past, including one involving one of the country’s largest airlines, which is no longer in existence. The airline had inducted a famous Bollywood lyricist as a board member who had no understanding of corporate business practices. While one might believe there is a difference between a habitual defaulter and a one-time defaulter, it is an open secret that there is none.

Corporate counsels believe that SEBI’s definition of related party transactions is very fluid and has been complicated by merging the concepts of ‘related party’ and ‘conflict of interest.’ As a result, they no longer understand the difference between the two concepts.

“Related party is not a bad term but is perceived as such. I think it’s just the conflict of interest aspect that should be dealt with carefully and hence needs to be regulated,” said Rajendra Chopra, Company Secretary/Compliance Officer at Cipla. “If you look at the entire Tata Group, their various business verticals work with other group companies, and it’s actually seen as a strength of the organisation,” he added.

Chopra pointed out that the regulator (SEBI) looks at RPTs in isolation. For example, a subsidiary was misused by IL&FS, DHFL, or other listed entities, hence the need to cover subsidiaries. The regulator needs to understand that it was not the regulation but the enforcement that was the problem in most cases.

“The regulator isn’t addressing the fundamental issue. So rather than strengthening their enforcement, they strengthen the regulation, thus laying down further regulations. Now they have introduced the purpose and effect test, thereby expanding the definition of a related party transaction,” said Chopra, adding that despite such measures, the regulator will not be able to control the fraud that can happen tomorrow.

Legal industry experts are also of the view that the LODR has not been aptly drafted. It leaves a lot of ambiguities in interpreting everything. As per a senior corporate lawyer, despite persistent requests from trade bodies, SEBI has not yet released frequently asked questions for LODR, unlike for Prohibition of Insider Trading (PIT) Regulations. “FAQs for LODR would have resolved various interpretative issues,” the lawyer said.

(Write to us at legalipr@bombaychamber.com)

Procurement Notice–State Pharmaceuticals Corporation of Sri Lanka

We wish to inform you that, the State Pharmaceuticals Corporation of Sri Lanka has invited sealed bids for supply of following items to the Ministry of Health.

Please find attached herewith a copy of the procurement notices of the above.

It would be appreciated, if you could kindly make necessary arrangements to disseminate the same among your membership.

Thank you.

With warm regards,

Shirani Ariyarathne

Actg. Consul General

Minister (Commercial), Consulate General of Sri Lanka

34, Homi Mody Street, Fort, Mumbai-400001.

Tel: (+ 91 22 )22045861/22048303, Fax: (+ 91 22) 22876132

E -mail: slcg.mumbai@mfa.gov.lk

Open International Bidding – State Trading Corporation

The State Trading Corporation (STC) of Mauritius is inviting bids from eligible bidders for the Supply of Long Grain White Rice for the period covering 01 April to 30 June 2025.

The Interested Bidders should register by signing up on the e-Procurement System of the Government of Mauritius on https://eproc.publicprocurement.govmu.org in order to participate in the bidding exercise and download the bidding documents,

Reference Number STC/IFB/2025/181.

A copy of the Procurement Notice is herewith attached. The deadline for online submission of the Bids on the e-Procurement System is 04 February 2025 up to 14:00 hours (Mauritian Time).

Thank you for your understanding and cooperation.

Yours sincerely,

D. K. Bucktowar
Officer-in-Charge
Consulate of the Republic of Mauritius
1107, Regent Chambers 11th Floor, Jamnalal Bajaj Marg
208, Nariman Point, Mumbai – 400 021

Tel. : 022 22825421 /22, Fax No. 022 22845468

MSME Conclave 2025: Unlocking Global Opportunities for India’s MSMEs

January 15, 2025

The Bombay Chamber of Commerce and Industry (BCCI) hosted the MSME Conclave 2025: Global Opportunities for MSMEs on January 15, 2025, bringing together industry experts, policymakers, and international representatives to discuss strategies for empowering micro, small, and medium enterprises (MSMEs) through global market integration and export facilitation.

Setting the theme of the event, R. Srinivasan, Co-Chairperson of the MSME Forum and Director of AIRA Consulting Private, underscored the pivotal role of MSMEs in contributing 30% to India’s GDP and 40% to its exports. He highlighted the critical need to align MSMEs with the government’s ambitious vision of Viksit Bharat by 2047, emphasising on the importance of global market integration for sustained high growth.

The conclave featured three key sessions. The session on finance for exports featured presentations by prominent financial institutions. C. S. Arya, General Manager at IDBI Bank; Shirish Mathur, Head of SME Products & Digital Platforms at Aditya Birla Finance and Dhrubashish Bhattacharya, Head of MSME & Co-Lending at Bank of Baroda, elaborated on the services their banks were offering to MSMEs. Ratul Mukhopadhyay, Business Head of SEG Assets at Axis Bank and Vikas Kumar, Chief Manager at SBI SME Sakinaka Branch also highlighted customised banking solutions for exporters.

Addressing the session on Bilateral Growth: Advancing US-India Trade & Investment Potential, Joe Yang from U.S. Commercial Service, United States Consulate, Mumbai, detailed strategies for advancing US-India trade and investment ties, emphasising the potential of MSMEs in strengthening bilateral relations.

The session on bilateral trade opportunities included engaging presentations by consular experts. H. E. Adolfo Garcia Estrada, Consul General of Mexico, Eva Nilsson, Deputy Consul General of Finland, Dina Albahey, Vice Consul of Egypt and Viraj Kulkarni, Honorary Consul of the Republic of Cyprus.

The Conclave ended with a vote of thanks by Rajan Raje, Chairperson of the MSME Forum and CEO of Nichem Solutions. The event was supported by Aditya Birla Capital Ltd, Bank Of Baroda, Ashwin Sheth Group, Axis Mutual Fund and SBI Mutual Fund.

Bombay Chamber seminar discusses recent amendments to LODR and issues
with Related Party Transaction regime

Mumbai

Corporate India has been faltering on Related Party Transaction (RPT) despite numerous amendments to the Listing Obligations and Disclosure Requirements (LODR) by the Securities and Exchange Board of India (SEBI). While the entire architecture of the LODR has been significantly revamped and tightened further over the past decade, amendments are being made continuously with the recent one being announced on December 12, 2024.

To discuss and understand these changes, the Bombay Chamber of Commerce & Industry (BCCI) held a seminar on January 15, 2025, which saw participation from corporate law professionals and legal/compliance officers from across industries.

Addressing the gathering, Bharat Vasani, Chairperson Legal Affairs & IPR Committee, Bombay Chamber of Commerce & Industry and Senior Advisor – Corporate Laws, Cyril Amarchand Mangaldas, said the corporate sector will see further tightening of LODR in 2025. “SEBI is working on this aggressively. Significant changes will be announced very soon and the reasons (for these changes) are not far to seek,” said Vasani.

While there are companies that are legally compliant with the letter of the law and spirit, there are exceptions as well, and SEBI goes by legislating for the exception. “If they (SEBI) find a very abusive RPT, they immediately try to identify the loophole being missed and corrective actions are taken. As a result, the entire regulatory architecture, after comparing it internationally with other jurisdictions, I’d say that our regime is the toughest and most comprehensive in terms of disclosures and approvals,” said Vasani adding that the regime has been tightened from April 2023 leaving no loopholes.

Experts from the legal fraternity are of the view that a significant widening of the definition of Related Party Transactions (RPTs) back in 2022, in a manner far beyond what was in Section 2(76) in the Companies Act, 2013, has at times made it very challenging for legal and compliance officials across listed entities to conduct day-to-day operations in their respective businesses. And SEBI has its reasons to do so because public money is at play and hence the need to be tightly regulated.

Highlighting the key amendments (SEBI notification, effective December 12, 2024) to the provisions concerning RPTs Geetika Anand, Joint President, Company Secretary and Compliance Officer, Hindalco Industries (Aditya Birla Group), said there are five areas primarily that need to be looked at in particular. “Specific exclusions from the definition of RPT, current/saving account approval for RPTs for remuneration and sitting fees, ratification of RPTs, omnibus approval for subsidiary’s RPTs and finally exemption from approval requirements, these are quick five major RPT amendments,” said Anand while also explaining the rationale behind each of the amendments.

This was followed by an engaging discussion between the panel members and legal industry professionals in the audience.

Majority of the queries revolved around 2024 amendments made in December 2024, particularly on the ratification of transactions by the audit committee, concerning missing approvals for transactions above Rs 1 crore and refusal by the audit committee to ratify it. Responding to the queries Rajendra Chopra, Company Secretary/Compliance Officer, Cipla, said, the provision of Section 22F regarding ratification, says that the audit committee may ratify the transaction.

Explaining further, Chopra talked about two scenarios viz. transaction being executed with approval and a second transaction is approved by the audit committee but the amount of transaction was more than what was being approved.

“Can we call both transactions as ratification or just the transaction that wasn’t approved at all, as ratification? In my opinion, as long as the transaction is approved by the audit committee but the amount has incidentally exceeded, I will not qualify that as ratification. However, if the transaction was not approved at all, I will consider that as ratification. That’s my personal view / interpretation of the scenario,” said Chopra.

On possible violations in the aforesaid scenario, Chopra said it’s not a ratification if the audit committee has already approved the transaction and the company executes it despite transaction exceeding the approved amount. “In my opinion, the transaction is already got comprehensive approval from the audit committee and it’s only the amount (just one of the components) that’s changed. So I’ll not categorise it as ratification. Having said that, the audit committee enjoys all inherent power and is free to reject the transaction and levy a penalty as per internal guidelines,” said Chopra.

In her closing remarks, Attreyi Mukherjee, Co-Chair of Legal Affairs and IPR Committee at the Bombay Chamber of Commerce and Industry and General Counsel, Tata Industries Ltd, said it was a very interactive and engaging session. “For the various nuances this subject has, especially given the recent amendments whether it was the topic of ratification or calculation of royalty payments, which I think sparked a very lively debate and deliberation,” said Mukherjee.