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Microlesson · 5-min read

AS 18 – Exemptions from Disclosure

## AS 18 – Exemptions from Disclosure Requirements

In certain situations, AS 18 grants exemptions from the related party disclosure requirements.

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### A. Statutory / Regulatory Confidentiality

Disclosure requirements do not apply if providing the information would conflict with confidentiality obligations imposed by:

  • A statute, or
  • A regulator or similar competent authority

> Classic example: Banks are required by law to maintain confidentiality about their customers — they are exempt from disclosing related party transactions with those customers.

> Important caveat: A commercial contractual confidentiality clause between private parties does not qualify for this exemption. Only statutory/regulatory confidentiality counts.

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### B. State-Controlled Enterprises

Government-controlled enterprises are not required to follow the related party disclosure requirements.

  • Example: Maharashtra Govt controls both Indian Oil Corporation and BSNL. These two are related parties (common control) — but being state-controlled enterprises, neither is required to disclose the relationship.

> This exemption avoids the massive administrative burden on PSUs that interact extensively with other state entities.

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### Summary Table

ExemptionWho BenefitsCondition
Statutory confidentialityAny enterpriseConfidentiality mandated by statute or regulator
State-controlled enterprisesPSUs, govt companiesControlled by central/state government

Worked example

### Example 1

Example: SBI (a bank) has extended loans to a company in which its chairman holds significant influence. SBI cites RBI's confidentiality norms and does not disclose this. Is this valid?

  • Yes. Banks operate under statutory confidentiality requirements (RBI regulations). SBI is exempt from disclosure under AS 18 on these grounds.

### Example 2

Example: A private company signs an NDA (Non-Disclosure Agreement) with a related party and refuses to disclose the transaction citing contractual confidentiality. Is this valid?

  • No. Only statutory or regulatory confidentiality qualifies for the exemption. A commercial NDA does not provide an exemption under AS 18.

### Example 3

Example: Indian Oil Corporation (controlled by Govt of India) transacts with BPCL (also controlled by Govt of India). Must they disclose this related party relationship?

  • No. Both are state-controlled enterprises and are exempt from AS 18 disclosure requirements.

⚠️ Common exam mistakes

  • Thinking any confidentiality agreement (even private/commercial contracts) gives exemption — only statutory/regulatory confidentiality qualifies.
  • Applying the state-controlled exemption to private companies partially owned by government — full state control is needed.
  • Forgetting that the exemption only covers disclosure obligations; the relationship still exists.
Bare-Act text Paragraphs 12–13 (Exemptions) · AS 18 – Related Party Disclosures (ICAI) · click to expand
Related party disclosure requirements do not apply in circumstances where providing such disclosures would conflict with the duties of the enterprise regarding confidentiality as required by statute. Disclosure requirements also do not apply to state-controlled enterprises as regards related party relationships with other state-controlled enterprises.
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