A listed company proposes a MATERIAL related party transaction with a promoter's entity above the specified threshold. Under the SEBI (LOD

Regulation 23 of the SEBI (LODR) Regulations, 2015 requires that a related party transaction obtain the PRIOR approval of the AUDIT COMMITTEE, and that a MATERIAL related party transaction obtain the PRIOR approval of the SHAREHOLDERS by a SPECIAL RESOLUTION, with the related parties (and entities in which they are interested) excluded from voting on the resolution. This elaborates and strengthens Section 188, Companies Act, 2013 for listed entities. It is a central corporate-governance control on self-favour. The special-resolution-plus-related-party-abstention requirement is a hallmark of the LODR governance regime.