Related Party Transactions
Comprehensive information on related party transactions, disclosure framework, approval mechanisms, and our policy ensuring transparency and protecting minority shareholder interests.
RPT Disclosures & Policy
Types of Related Party Transactions
Material RPTs
Transactions exceeding materiality thresholds requiring shareholder approval through special resolution.
Examples:
Ordinary Course RPTs
Transactions in ordinary course of business at arm's length pricing, approved by Audit Committee.
Examples:
Exempt RPTs
Transactions specifically exempted under SEBI LODR Regulations and Companies Act.
Examples:
Approval Process
Identification
Management identifies potential related party transactions and assesses materiality.
Audit Committee
All RPTs reviewed and approved by Audit Committee (interested directors abstain).
Board Approval
Material RPTs requiring board approval are placed before Board for consideration.
Shareholder Approval
Material RPTs exceeding thresholds require shareholder approval through special resolution.
Disclosure
All material RPTs disclosed to stock exchanges and in financial statements.
Materiality Thresholds
As per SEBI LODR Regulation 23 and our RPT Policy, a transaction with a related party is considered material if:
Transaction Value Threshold
The transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds:
- ₹1,000 crores, or
- 10% of annual consolidated turnover
(Whichever is lower)
Approval Requirement
Material RPTs require approval through:
- Audit Committee recommendation
- Board of Directors approval
- Shareholders' approval via special resolution
- Related parties cannot vote on the resolution
Omnibus Approval
For routine and repetitive transactions, Audit Committee may grant omnibus approval valid for one year, subject to specified conditions and review.
Definition of Related Parties
Persons / Entities
- • Directors and Key Managerial Personnel
- • Relatives of directors and KMP
- • Firms/companies where directors/KMP have interest
- • Holding, subsidiary, and associate companies
- • Entities where directors/KMP have significant influence
Typical Transactions
- • Purchase/sale of goods or services
- • Lending/borrowing arrangements
- • Asset transactions (buy/sell/lease)
- • Managerial remuneration
- • Corporate guarantee/security
Disclosure Requirements
Quarterly Disclosure
Details of material RPTs submitted to stock exchange within 15 days from the date of publication of standalone and consolidated financial results.
Annual Disclosure
Comprehensive disclosure in Board's Report and Notes to Financial Statements covering all RPTs during the financial year with value, nature, and rationale.
Prior Approval Disclosure
For material RPTs requiring shareholder approval, detailed disclosure in notice of general meeting including valuation report and fairness opinion.
Arm's Length Principle
All related party transactions are conducted on an arm's length basis, meaning the terms are comparable to transactions that would be carried out with independent third parties in similar circumstances.
Ensuring Arm's Length Pricing
- •Comparison with market rates and industry benchmarks
- •Independent valuation reports for significant transactions
- •Audit Committee review of pricing and commercial terms
- •Documentation of rationale and business justification
RPT Queries
For queries related to related party transactions or our RPT policy:
Company Secretary
Email: companysecretary@tccltd.in
Audit Committee
Details of Audit Committee members and terms of reference are available in the Annual Report and Corporate Governance Report.