Pursuant to SEBI Notification No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 SEBI has amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Amendment regulation are called Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021.

1. Amendment with Respect to Quarterly Compliance

S.No. Reg. Particulars Old Provision Amended Provision Change
1 7(3) Share Transfer Agent The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised Rep. of the share transfer agent, wherever applicable, within one month of end of each half of the financial year. The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable, within 30 days of end of each financial year. The Compliance Certificate duly signed by compliance officer of the Company and Authorised Rep. of STA to be submit to Stock Exchange within 30 days of the end of Financial Year, instead of each half of the Financial year.
2 27 Corporate Governance Report The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter. The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within Twenty One days from end of each quarter. CG Report to be submit within 21 days from the end of each quarter
3 40(9) Transfer or Transmission of Securities The Listed Entity shall ensure that the share transfer agent produce a Certificate  from PCS within 1 month from end of each half of financial year Certifying that all certificates have been issued within 30 days from date of transfer/ lodgement etc. The Listed Entity shall ensure that the share transfer agent produce  a certt  from PCS within 30 days from end of  financial year Certifying that all certificates have been issued within 30 days from date of transfer/ lodgement etc. This Certificate is required to be submit Annually, within 30 days from the end of Financial year.

2. Amendments in Other Regulations

S. No Reg. Particulars Old Provision Amended Provision Change
1 3 Applicability of the Regulations The provisions of these regulations which become applicable to listed entities on the basis of market capitalisation criteria shall continue to apply to such entities even if they fall below such thresholds The provisions of LODR which became applicable on the basis of Mkt. Cap. Shall continue to apply even if the threshold of the Company Falls
2 22 Vigil Mechanism The listed entity shall formulate a vigil mechanism for directors and employees to report genuine concerns. The listed entity shall formulate a vigil mechanism / Whistle Blower Policy for directors and employees to report genuine concerns. The Company is required to make Whistle Blower Policy now.
2 24A(2) Secretarial Audit Every listed entity shall submit a secretarial compliance report in such form as specified by the Board, to stock exchanges, within sixty days from end of each financial year.  Secretarial Compliance Report to be submit within 60 days from end of each F.Y
3 25 Obligation with respect to Independent Directors The independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. The independent directors of the listed entity shall hold at least one meeting in a Financial year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. The word year replace with Financial year to remove the ambiguity
4 26 Obligation with respect to employees including Senior Mgt, KMP Non-executive directors shall disclose their shareholding, held either by them or on a beneficial basis for any other persons in the listed entity in which they are proposed to be appointed as directors, in the notice to the general meeting called for appointment of such director. OMITTED
5 30 Disclosure of Events or Information Reg 30(6) Second Proviso

Provided further that disclosure with respect to events specified in sub-Para 4 of Para A of Part A of Schedule III shall be made within thirty minutes of the conclusion of the board meeting.

Reg 30(6) Second Proviso

Provided further that disclosure with respect to events specified in sub-Para 4 of Para A of Part A of Schedule III shall be made within the timeline specified therein. 

Schedule V-

Provided that in case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered.

As per Reg 30(6) Second Proviso all the events specified in Para 4 of Para A of Part A of Schedule III shall be made within the timeline specified in Schedule III.

i.e within 30 minutes of the conclusion of the Board meeting.

However, where the meeting held for more than 1 day, then the results shall be disclosed within 30 minutes of the end of the meeting when the results are considered

6 34(2) Annual Report Business Responsibility Report

For the Top 1000 listed entities based on mkt. Capitalization Business Responsibility Report is mandatory.

The Req of submitting Business Responsibility Report shall be discontinued after the FY 20-21 and thereafter w.e.f 2022-23, the top 1000 listed entity shall submit a Business Responsibility and Sustainability Report.
However, During the FY 21-22 the top 1000 co’s may voluntarily submit Business Responsibility and Sustainability Report.
For FY 20-21– Business Responsibility Report is mandatory.
However the Co may Voluntarily follow Business Responsibility and Sustainability Report.
For FY 22-23– The entity shall submit  Business Responsibility and Sustainability Report.
7 44(3) Meeting of Shareholders and voting The listed entity shall submit voting results to the Stock Exchange within 48 hours of  conclusion of its General Meeting The listed entity shall submit voting results to the Stock Exchange within 2 working days of  conclusion of its General Meeting.
8 46 Website 1. A listed entity, which has a Subsidiary Company Incorporated  o/s India-

a)where such subsy is required to prepare cons. Financial Statement under any law of the Country of its Inc. – Cons Financial Statement to be placed on Website of the Listed Company.

b)If such Subsy is not req to get its Financial Statement Audited- Listed entity may place Unaudited Financial Statement.

2. Secretarial Compliance Report to be place on the Website of the Company

3. Annual Return under Sec 92 of the Co Act 2013.

4. Schedule of analysts or Institutional Investor meet and presentations made by the listed entity to analysts or institutional investors.

9 47(1)(a) Advertise-ments in Newspaper The Listed entity shall publish the advertisement in Newspaper, notice of Board Meeting where Financial results shall be discussed. OMITTED Publishing of Newspaper advertisement is not required for the Board Meeting where the Financial Results shall be discussed.
10 Schedule III Disclosure of Events Schedule III Part A Para A clause 15

Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;

Schedule III Part A Para A clause 15

a) Schedule of analysts or institutional investors meet and presentations made by the listed entity to analysts or institutional investors.

b) Audio and Video Recording and transcripts of post earning/ quarterly calls conducted physically or through digitally means simultaneously with submission to Stock Exchange made available on website in following manner:-

a) Presentation and audio/ video recording- before the next trading day or within 24 hrs from conclusion of such call, whichever is earlier.

b) Transcripts- within 5 working days of conclusion of calls.

11 Schedule V Corporate Governance Report (Annual Report)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clause 5- Remuneration of Directors

(a) all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity shall be disclosed in the annual report;

(b) criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report;

(c) disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

(i) all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

(ii) details of fixed component and performance linked incentives, along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

Stakeholders‘ relationship committee
(a) name of the non-executive director heading the committee;
(b) name and designation of the compliance officer;
(c) number of shareholders‘ complaints received during the financial year;
(d) number of complaints not solved to the satisfaction of shareholders;
(e) Number of Pending Complaints. Clause 5ARisk management committee:(a) brief description of terms of reference;(b) composition, name of members and chairperson;(c) meetings and attendance during the yearClause 6- Remuneration of Directors

(a) all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity;

(b) criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity‘s website and reference drawn thereto in the annual report;

(c) disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

(i) all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

(ii) details of fixed component and performance linked incentives, along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

Details of Stakeholder’s Relationship Committee and Risk Management Committee shall be inserted in the Annual Report
13 21 Risk Management Committee Reg 21(2)-

The majority of members of Risk Management Committee shall consist of members of the board of directors and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise of independent directors.

Reg 21(3A)

The Committee shall meet at least once in a year.

Reg 21(5)

Provisions of the Reg 21 shall applicable to Top 500 listed entities.

 

Reg 21(2)-

The Committee shall have min. 3 members with majority of being members of BOD including at least 1 Independent Director and In case entity having o/s SR equity shares at least 2/3rd members shall comprise of I.D

Reg 21(3A)

The Committee shall meet at least twice in a year.

Reg 21(3B)

Quorum shall be either 2 member or 1/3rd of the committee, whichever is higher including atleast 1 member of Board of Director.

Reg 21(3C)

Not more than 180 days shall elapse between any 2 continuous meeting on a continuous basis.Reg 21(5)

Provisions of the Reg 21 shall applicable to Top 1000 listed entities.

Reg 21(6)-

The comm. shall have powers to seek info. from any employee, obtain o/s legal or other professional advice and secure attendance of outsiders with relevant expertise, if it consider necessary

Reg 21(2)-

Composition of Committee members has changed.

Reg 21(3A)

The Comm. Is required to meet atleast 2 times in a year.

Reg 21(5)

The Provisions of Reg 21 shall be applicable on Top 1000 Company

14 43A Dividend Distribution Policy Reg 43A(1)-

The top 500 Companies based on mkt. Cap shall formulate a Dividend Distribution Policy.

Reg 43A(3)

The listed entities other than top 500 hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

Reg 43A(1)-

The top 1000 Companies based on mkt. Cap shall formulate a Dividend Distribution Policy.

Reg 43A(3)

The listed entities other than top 1000 listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

The Provisions of Reg 43A shall be  applicable on Top 1000 Company

Reg 43A(3)

The Company other than Top 1000 companies may voluntarily disclose Dividend Distribution Policy.

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