Ind AS 24, Related Party Disclosures, is a key accounting standard that ensures transparency in the reporting of relationships and transactions between an entity and its related parties. Its primary objective is to help users of financial statements understand the potential effects of related party relationships on the financial position and performance of an entity. Related party transactions are common in both private and public companies. Without proper disclosure, these transactions can create opportunities for manipulation or concealment of financial realities. Ind AS 24 addresses this by requiring clear reporting of such relationships, transactions, and outstanding balances. This standard applies to both consolidated and separate financial statements and is applicable regardless of whether there are actual related party transactions during the reporting period. The focus is on disclosure, not prohibition. Entities are not restricted from entering into related party transactions, but they are required to disclose them in a transparent manner so stakeholders can make informed judgments.
Objectives of Ind AS 24
The main purpose of Ind AS 24 is to ensure that financial statements contain the disclosures necessary to draw attention to the possibility that an entity’s financial position and profit or loss may have been affected by related party relationships and transactions. This helps users of financial statements assess the risks and benefits arising from such relationships. By providing this information, the standard supports fair presentation and reduces the risk of misleading financial reporting. Ind AS 24 also aims to bring Indian accounting standards in line with international standards, particularly IAS 24, thereby improving comparability across borders. In practice, this enhances investor confidence, facilitates cross-border investments, and strengthens corporate governance. Another objective is to ensure that all significant related party transactions are identified and presented in a manner that allows stakeholders to evaluate their commercial substance rather than just their legal form.
Scope of Ind AS 24
Ind AS 24 applies to the identification of related parties and the disclosure of related party transactions, outstanding balances, commitments, and relationships. The scope is broad and covers both direct and indirect relationships that may influence decision-making in an entity. The standard applies to the financial statements of all entities that are prepared in accordance with Ind AS. Importantly, it applies even if there are no related party transactions during the period; the existence of related party relationships must still be disclosed if such relationships could influence the entity’s operations. Ind AS 24 also covers disclosures in consolidated financial statements, requiring the reporting of transactions between the reporting entity and its subsidiaries, associates, joint ventures, key management personnel, and their close family members. In addition, the standard addresses situations where an entity is under common control with another entity, such as when both are ultimately controlled by the same parent. This ensures that stakeholders are aware of possible influences arising from shared ownership or management.
Definition of Related Party
A related party is a person or entity that is related to the reporting entity. According to Ind AS 24, a person or a close member of that person’s family is related to a reporting entity if that person has control or joint control over the reporting entity, has significant influence over the reporting entity, or is a member of the key management personnel of the reporting entity or its parent. An entity is related to a reporting entity if it is a member of the same group, is an associate or joint venture of the entity, is a joint venture of a third entity that is an associate of the reporting entity, or is controlled or jointly controlled by a related person. The definition also extends to post-employment benefit plans for employees of the reporting entity or an entity related to the reporting entity. The detailed definition is important because the identification of related parties forms the foundation for all disclosures under the standard. Misidentification or omission of related parties can result in non-compliance and potential legal or regulatory issues.
Control, Joint Control, and Significant Influence
Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities. This usually occurs when a party holds more than half of the voting rights or can direct the relevant activities through agreements or other means. Joint control exists when control is shared equally between two or more parties, requiring unanimous consent for decisions on relevant activities. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control those policies. This often arises from holding 20% or more of the voting power, but can also result from other factors such as representation on the board or participation in policy-making processes. Understanding these distinctions is essential because they determine whether a person or entity qualifies as a related party. Control generally indicates a higher level of relationship than significant influence, and the level of disclosure required may differ accordingly.
Close Members of the Family
Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. These include the person’s children, spouse or domestic partner, children of the spouse or domestic partner, and dependents of the person or their spouse or domestic partner. The rationale for including close family members is that influence can be exerted not only directly by individuals but also indirectly through family relationships. Transactions involving close family members may have the same economic implications as those involving the person directly, and therefore require similar disclosure. Identifying close family members can sometimes be challenging, especially in complex family structures, but it is necessary to meet the requirements of Ind AS 24.
Examples of Related Party Relationships
Examples of related party relationships include a parent and its subsidiaries, subsidiaries of a common parent, an entity and its associates or joint ventures, and an entity and post-employment benefit plans for the benefit of its employees. Other examples include an entity controlled or jointly controlled by a person identified as a related party, and key management personnel of the entity or its parent. In each of these cases, there is potential for influence over decision-making, which is why these relationships fall under the scope of Ind AS 24. It is important to note that not all transactions between related parties are problematic. Many such transactions are conducted on normal commercial terms. The key point is to ensure they are disclosed so stakeholders can assess their fairness and commercial substance.
Understanding the Identification of Related Parties
Identifying related parties under Ind AS 24 requires a careful analysis of relationships that could influence financial or operating decisions. The standard defines related parties broadly to include entities and individuals who have control, joint control, or significant influence over the reporting entity, as well as key management personnel and their close family members. It also covers entities under common control or significant influence. The identification process starts with mapping ownership structures, board composition, management roles, and contractual arrangements that may result in control or influence. Companies need to examine both direct and indirect relationships to ensure completeness. For example, a parent company, subsidiaries, associates, joint ventures, and entities controlled by key management personnel are all considered. The principle is that any party with the ability to influence decisions in a way that could affect the reporting entity’s financial performance or position should be considered related.
Related Parties in a Corporate Group
In a corporate group, relationships between entities can be complex. A parent company and its subsidiaries are related regardless of whether transactions occur between them. Subsidiaries under the same parent are also related to each other. Associates and joint ventures of the group also qualify as related parties. Furthermore, post-employment benefit plans for employees of the reporting entity or its related entities are considered related parties. It is important to note that the existence of a related party relationship does not automatically mean that transactions will occur, but disclosure is still necessary to provide transparency. The purpose is to allow users of financial statements to understand the potential influence these relationships can have on decision-making processes.
Key Management Personnel and Close Family Members
Key management personnel are those who have the authority and responsibility for planning, directing, and controlling the activities of the reporting entity. This includes executive and non-executive directors, and in some cases, senior executives. Close family members of key management personnel are also considered related parties because their dealings with the entity could be influenced by the individual’s role. Close family members typically include spouses, children, dependents, and, in some interpretations, parents and siblings. The influence can be direct, through participation in decisions, or indirect, through shared financial interests or access to confidential information. The standard requires identification of such relationships to ensure that any transactions are disclosed appropriately.
Scenarios That Require Careful Consideration
Certain scenarios require careful analysis to determine whether a related party relationship exists. For example, two companies with common directors may not be related unless the directors have significant influence over both. Similarly, entities under significant influence of the same investor may be considered related if the influence extends to policy decisions. The evaluation is not always straightforward and requires judgment. This is particularly true in large conglomerates or complex investment structures where ownership and influence may be layered. The goal is to capture relationships where transactions or arrangements could occur on terms different from those with unrelated parties.
Transactions That Qualify as Related Party Transactions
A related party transaction is any transfer of resources, services, or obligations between related parties, regardless of whether a price is charged. These can include purchases or sales of goods, property, or other assets, rendering or receiving services, leases, transfers of research and development, and provision of guarantees. Financing arrangements such as loans, equity contributions, and settlement of liabilities also fall under this category. The key consideration is that the transaction occurs between related parties as defined by the standard. The transaction doesn’t need to be material to require disclosure; even small transactions may be significant in understanding the nature of the relationship.
Arm’s Length Principle
One of the main disclosure requirements is to specify whether related party transactions were conducted on terms equivalent to those prevailing in an arm’s length transaction. The arm’s length principle refers to transactions conducted as if the parties were unrelated, ensuring that neither party is advantaged or disadvantaged due to the relationship. While this principle is useful, proving arm’s length terms can be challenging. Often, companies include qualitative statements about whether transactions were at arm’s length without providing full pricing details, unless required by regulators or investors.
Importance of Substance Over Form
Ind AS 24 emphasizes substance over form when determining whether a related party relationship exists. Even if legal structures do not indicate a direct relationship, the economic reality might reveal influence or control. For instance, a significant lender to a company could be considered a related party if it has contractual rights to influence key business decisions. Similarly, a supplier that accounts for a large portion of purchases and has contractual control over pricing may have enough influence to be considered related. The analysis should focus on the actual ability to influence, not just the legal form of the relationship.
Examples of Common Related Party Transactions
Common related party transactions in practice include sales of goods from a subsidiary to a parent company, provision of administrative services from the parent to subsidiaries, intercompany loans, and shared use of intellectual property. Other examples are remuneration to directors, bonuses linked to group performance, and pension contributions to group benefit plans. Real estate arrangements between entities within a group, or between key management personnel and the company, also qualify. In some cases, related party transactions may involve joint ventures exchanging goods or services at preferential rates. The breadth of these examples shows why detailed disclosure is essential.
Non-Examples of Related Parties
Not all business relationships are related parties under Ind AS 24. For example, two companies that share a common customer are not related solely because of that customer. Similarly, providers of finance, trade unions, public utilities, and government departments are not related parties simply due to normal business dealings. This distinction helps prevent excessive or irrelevant disclosure. The focus remains on relationships that can affect the reporting entity’s decisions and financial outcomes in a meaningful way.
Disclosure Requirements for Related Party Transactions
Entities must disclose transactions with related parties to ensure transparency in financial reporting. Such disclosures should include the nature of the relationship, the type of transactions, and the elements necessary to understand their financial impact. Transactions may involve purchases, sales, services, leases, transfers of assets, or liabilities. The purpose of the disclosure is to enable users of financial statements to understand the potential effect on the entity’s financial position and performance.
Elements of Related Party Disclosures
Disclosures must cover details such as the number of transactions, outstanding balances, including commitments, provisions for doubtful debts related to outstanding balances, and any expenses recognized during the reporting period in respect of bad or doubtful debts from related parties. These details help readers of financial statements assess whether such transactions were conducted at arm’s length and whether they impact the entity’s resources or obligations.
Outstanding Balances with Related Parties
At the end of a reporting period, an entity should disclose the outstanding balances arising from related party transactions. This includes payables and receivables from related parties, terms and conditions associated with these balances, and whether any guarantees have been provided or received. Disclosure of such balances ensures that stakeholders are aware of ongoing obligations or claims between related parties.
Commitments to Related Parties
Commitments include any agreements or arrangements with related parties for future transactions, such as commitments to purchase assets, supply goods, or provide services. These commitments should be disclosed to indicate potential future cash flows or obligations that may arise due to related-party arrangements.
Key Management Personnel Compensation
Ind AS 24 requires the disclosure of compensation paid to key management personnel in total and by category. This includes short-term employee benefits, post-employment benefits, other long-term benefits, termination benefits, and share-based payments. These disclosures provide clarity on the remuneration of individuals who have significant influence over the operations of the entity.
Separate Disclosure for Government-Related Entities
When an entity has transactions with government-related entities, it is required to disclose the nature and amount of such transactions if they are significant. These disclosures aim to ensure that stakeholders can assess the extent to which the government influences the entity’s financial and operational decisions.
Aggregation and Level of Detail
While disclosures are essential, Ind AS 24 allows aggregation of similar transactions to avoid excessive detail that might obscure relevant information. However, entities should provide sufficient detail to enable an understanding of the impact of related party relationships on the financial statements. Care must be taken to balance aggregation with transparency.
Confidentiality Considerations
Entities may sometimes be concerned about disclosing sensitive information, particularly in competitive environments. However, Ind AS 24 does not provide exemptions for omitting required disclosures on the grounds of confidentiality. The standard emphasizes that transparency outweighs potential competitive disadvantages.
Impact on Financial Analysis
Related party transactions can have a significant effect on the analysis of financial statements. Analysts often assess whether such transactions are conducted under market conditions or whether they provide undue advantages to certain parties. Disclosure requirements ensure that analysts and investors can make informed judgments about the fairness and sustainability of reported results.
Changes in Related Party Relationships
Entities must disclose any changes in related party relationships during the reporting period. This may occur due to acquisitions, disposals, changes in key management personnel, or restructuring. Providing information on such changes allows users to assess whether new relationships might affect future transactions or obligations.
Related Party Transactions in Consolidated Financial Statements
In the case of consolidated financial statements, transactions between the parent and its subsidiaries, or between subsidiaries, are eliminated in the preparation of the consolidated accounts. However, related party disclosures are still necessary in the separate financial statements of each group entity where applicable. This ensures compliance with Ind AS 24 across different reporting levels.
Comparability Across Periods
Ind AS 24 requires comparative disclosures for prior periods to enable users to assess changes over time in the volume or nature of related party transactions. This helps in identifying trends, patterns, or unusual movements in the relationship between related parties.
Transactions Not at Arm’s Length
If transactions with related parties are not conducted at arm’s length, additional disclosures are necessary to explain the terms and conditions. Arm’s length transactions are those that would have been carried out between unrelated parties under similar circumstances. Non-arm’s length transactions may indicate preferential treatment or conflict of interest and must be disclosed in detail.
Related Party Transactions and Corporate Governance
Transparent disclosure of related party transactions is a critical aspect of good corporate governance. It helps mitigate the risk of self-dealing, protects minority shareholders, and ensures accountability of management. Boards of directors often have policies and procedures in place to review and approve related-party transactions before they are executed.
Link Between Related Party Disclosures and Audit
Auditors play a significant role in verifying related party disclosures. They assess whether all related parties have been identified, whether transactions have been appropriately recorded, and whether disclosures comply with Ind AS 24. The audit process often involves obtaining written representations from management about related party relationships and transactions.
Influence of Regulatory Environment
In addition to Ind AS 24, many jurisdictions have additional laws or stock exchange requirements governing related party transactions. These may require approval from shareholders, independent directors, or regulatory bodies for certain types of transactions. Compliance with both Ind AS 24 and local regulations is essential for avoiding legal and reputational risks.
Disclosure in Interim Financial Reports
If an entity publishes interim financial reports, related party disclosures may also be required for those periods. The extent of disclosure in interim reports may be less detailed than in annual reports, but should still provide information on significant transactions and relationships during the interim period.
Documentation and Internal Controls
Maintaining comprehensive documentation of related party relationships and transactions is essential for accurate disclosure. Internal controls should be designed to identify, approve, and record related party transactions by company policies and Ind AS 24 requirements. This documentation also supports the audit process and regulatory compliance.
Industry-Specific Considerations
Certain industries, such as banking, insurance, and construction, may have more complex related-party transactions due to the nature of their operations. Entities in these industries must take special care in identifying and disclosing such transactions to ensure compliance and transparency.
Disclosure Of Transactions And Outstanding Balances
Ind AS 24 requires entities to disclose the nature of related party relationships, the types of transactions that have occurred, and any outstanding balances at the reporting date. Disclosures must be made separately for each category of related parties to provide transparency and enable users of the financial statements to assess the effect of related party relationships on the entity’s financial performance and position. The information should include the number of transactions, the amount of outstanding balances, including commitments, provisions for doubtful debts related to the amount of outstanding balances, and any expense recognized during the period in respect of bad or doubtful debts due from related parties.
Importance Of Disclosing Key Management Compensation
An entity must disclose key management personnel compensation in total and for each of the following categories: short-term employee benefits, post-employment benefits, other long-term benefits, termination benefits, and share-based payments. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. This disclosure ensures stakeholders understand the remuneration policies and the extent of compensation to those in key decision-making positions.
Impact Of Non-Disclosure
Non-disclosure of related party transactions and balances can have significant consequences. It can mislead financial statement users about the entity’s financial position and performance, conceal potential conflicts of interest, and reduce the transparency required for informed decision-making. Regulatory authorities may impose penalties or sanctions for non-compliance with disclosure requirements. Furthermore, non-disclosure can damage the entity’s reputation and undermine stakeholder trust, particularly among investors, creditors, and business partners.
Best Practices For Related Party Disclosures
Entities should establish strong internal policies to identify and record related party transactions promptly and accurately. Maintaining a comprehensive register of related parties, supported by declarations from directors and key management personnel, can help in identifying such relationships. Regular training should be provided to relevant staff to ensure they understand the requirements of Ind AS 24. Disclosures should be clear, specific, and consistent from one reporting period to another to enhance comparability. Where possible, entities should avoid excessive aggregation of transactions in the disclosure notes, as this may reduce transparency.
Audit Considerations For Related Party Disclosures
Auditors have a responsibility to assess whether related party transactions have been appropriately identified, authorized, recorded, and disclosed in accordance with Ind AS 24. They must perform procedures to identify related parties and transactions, assess the business rationale for such transactions, and evaluate whether disclosures are complete and accurate. Auditors should also be alert to indicators of undisclosed related party transactions, such as unusual terms, significant transactions near the year-end, or transactions that lack commercial substance.
Challenges In Implementation
Many entities face challenges in implementing Ind AS 24, especially in identifying indirect relationships where control or significant influence is exerted through complex ownership structures. Differences in interpretation of what constitutes significant influence, or in determining the substance of relationships, can also lead to inconsistencies in disclosures. Multinational groups may face additional complexities due to differing related party definitions under other jurisdictions’ reporting standards.
Ensuring Compliance Across Group Entities
For group entities, related party disclosures become more complex, as transactions between subsidiaries, associates, joint ventures, and the parent must all be considered. Intra-group transactions may need to be disclosed in the consolidated financial statements, although they are eliminated in consolidation to present group results. Group-wide policies, centralized tracking systems, and regular inter-company reconciliations can help ensure compliance with Ind AS 24 across all entities in the group.
The Role Of Corporate Governance In Related Party Disclosures
Strong corporate governance frameworks support accurate and complete related party disclosures. Independent directors, audit committees, and robust internal audit functions all play important roles in overseeing related party transactions and ensuring that they are conducted on an arm’s length basis. Transparent reporting of such transactions not only meets regulatory requirements but also demonstrates the entity’s commitment to ethical and responsible business practices.
Future Trends And Developments
As financial reporting evolves, regulators and standard setters may refine related party disclosure requirements to enhance transparency further. This could include greater emphasis on qualitative disclosures about the nature and purpose of transactions, increased use of technology to track relationships, and closer alignment between accounting and corporate governance requirements. Stakeholders are increasingly demanding not just compliance with the letter of the standard, but meaningful disclosures that provide insight into how related party relationships affect an entity’s operations and strategy.
Conclusion
Ind AS 24 plays a critical role in ensuring that related party transactions are disclosed in a way that promotes transparency and accountability. By clearly identifying related parties, accurately recording transactions, and providing comprehensive disclosures, entities can enhance stakeholder confidence and comply with regulatory expectations. Effective implementation of Ind AS 24 requires a combination of sound internal controls, strong corporate governance, and an organizational culture that values openness and ethical conduct.