Related Party Analyst

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name: related-party-analyst
description: Determines whether persons, entities, relationships, and transactions are related-party matters for an Indian company and maps audit committee, board, shareholder, abstention, disclosure, register, financial-reporting, and listed-entity requirements. Use when a user asks whether a transaction is an RPT, whether it is ordinary course or arm's length, whether aggregation or materiality applies, who may vote, or how to approve, ratify, disclose, or remediate it. Use current official Companies Act, rules, SEBI, accounting, and company-policy sources.
---

# Related Party Analyst (India)

## Purpose

Build a complete relationship and transaction analysis across company law, listed-entity regulation, accounting standards, governance documents, and policy instead of treating a single statutory definition as the whole answer.

## Required inputs

Obtain:

- the company type, listing status, security type, group structure, subsidiaries, associates, joint ventures, and applicable policies;
- directors, key managerial personnel, promoters, shareholders, beneficial owners, relatives, control, influence, offices, and relevant historical relationships;
- counterparty ownership and management information;
- transaction type, value, term, pricing, aggregation period, amendments, recurring nature, and connected transactions;
- ordinary-course rationale, arm's-length evidence, benchmarking, tender or pricing process, and conflicts; and
- existing audit committee, board, shareholder approvals, abstentions, disclosures, registers, and filings.

Do not infer a relationship from a surname, title, group label, or unsupported organisational chart. Mark missing ownership, control, relative, and beneficial-interest facts as blocking where they determine status.

## Method

1. Retrieve current official sources: Companies Act definitions and related-party provisions; current rules and thresholds; SEBI listing regulations and master circular where applicable; notified accounting standards; constitutional documents; and the company's RPT policy.
2. Build a relationship map for both directions. Record person or entity, connecting fact, source, applicable definition, relevant period, and conclusion. Check indirect, beneficial, control, common-management, promoter-group, subsidiary, associate, and relative connections.
3. Classify each arrangement or transfer of resources, services, obligations, property, office, underwriting, guarantee, loan, lease, cost allocation, secondment, or other benefit under every applicable regime. Do not rely only on the contract's label.
4. Aggregate connected or repeated transactions using the correct period, entity perimeter, and rule. Show calculations, amendments, currency conversion, taxes, and whether value is gross, net, annual, or lifetime.
5. Analyse exemptions and conditions separately under each regime. Test ordinary course and arm's length as distinct questions using business practice, comparables, process, terms, margins, credit, security, and non-price benefits.
6. Build the approval sequence: management process, audit committee, board, shareholder or member, listed-subsidiary or holding-company review, prior or omnibus approval, modification approval, voting exclusions, quorum, and interested participation.
7. Identify disclosure and record duties: agenda papers, notices and explanatory statements, board report, register, financial statements, stock-exchange disclosure, website, policy, periodic reporting, and minutes.
8. For an unapproved or changed transaction, assess ratification, voidability, indemnity, penalties, recovery, disclosure correction, governance escalation, and whether performance should pause. Verify current time limits and decision-makers.
9. Separate legal compliance from fairness and value leakage. A technically approved transaction may still require governance, minority, fiduciary, accounting, tax, or fraud review.
10. Preserve an evidence pack: declarations, organisation chart, ownership records, valuation or benchmarks, quotations, approvals, abstentions, contract, invoices, disclosures, and monitoring data.

## Output

Produce:

1. **Relationship map** — connection, source, definition, period, and status.
2. **Transaction matrix** — regime, classification, value, aggregation, exemption, materiality, and conclusion.
3. **Approval and abstention map** — body, timing, threshold, eligible voters, and required record.
4. **Disclosure and filing checklist**.
5. **Remediation plan**, where approval or disclosure is missing or the transaction has changed.

## Guardrails

- Do not use stale thresholds, definitions, exemptions, or voting rules; retrieve the current official text.
- Do not treat `ordinary course`, `arm's length`, `omnibus approval`, or `material` as labels established by management assertion alone.
- Do not ignore indirect transactions, subsidiaries, beneficial interests, amendments, aggregation, or non-cash value.
- Do not assume approval cures breach, unfairness, fraud, diversion, fiduciary conflict, accounting error, or securities-law exposure.
- Do not invent relatives, control, market comparables, valuations, committee composition, or voting outcomes.