Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Meeting on 25th March, 2021)

The SEBI Board on 25th March, 2021, inter-alia, took the following decisions in respect to amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Link: SEBI reviews Innovators Growth platform framework & other 10 issues

Sr. No. Regulation Particulars Existing Provisions Amendment
1.

Business Responsibility and Sustainability Reporting (BRSR) by listed entities

The BRSR lays considerable emphasis on quantifiable metrics, which allows for easy measurement and comparability across companies, sectors and time periods. Further, the disclosures on climate and social (employees, consumers and communities) related issues of the entity have been significantly enhanced and made more granular. Top 1000 Listed Entities shall required to attach Business Responsibility Report (BRR) with the Annual Report

The BRSR shall be applicable to the top 1000 listed entities (by market capitalization), for reporting on a voluntary basis for Financial Year 2021 -22 and on a mandatory basis from Financial Year 2022–23.

 

2. Dividend Distribution Policy – Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The dividend distribution policy shall include the following parameters:

(a) the circumstances under which the shareholders of the Listed Entities may or may not expect dividend;

(b) the financial parameters that shall be considered while declaring dividend;

(c) internal and external factors that shall be considered for declaration of dividend;

(d) policy as to how the retained earnings shall be utilized; and

(e) parameters that shall be adopted with regard to various classes of shares.

Top 500 Listed Entities Top 1000 Listed Entities
3. Disclosure of the Financial Results –

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Listed Entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five (45) days of end of each quarter, other than the last quarter.

The Listed Entity shall submit annual audited standalone financial results for the financial year, within sixty (60) days from the end of the financial year.

Within 30 Minutes of the conclusion of the Board Meeting. In case of Board meetings held for more than one day, the financial results shall be disclosed by listed entities within 30 Minutes of end of the Board Meeting for the day on which the financial results are considered.

 

4. Applicability of the various provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The provisions of the SEBI (LODR) Regulations, 2015 which become applicable to listed entities based on (i) the Market Capitalisation criteria, shall continue to apply even if such entities subsequently fall below the specified thresholds (ii) paid-up capital and net-worth, shall continue to apply to such entities unless the paid-up capital or net-worth falls and continues to remain below the threshold for a period of three consecutive financial years. Based on the Market Capitalisation calculated as on 31st March of every year. Once the provisions of the LODR become applicable then shall continue to apply even if the Listed Entities fall below prescribed thresholds for a period of three consecutive financial years.
5. Approval of the Stock Exchanges for change of name of the Company Change in name of the Listed Entity:

(1) The Listed Entity shall be allowed to change its name subject to compliance with the following conditions:

(a) a time period of at least one year has elapsed from the last name change;

(b) at least fifty percent. of the total revenue in the preceding one year period has been accounted for by the new activity suggested by the new name; or

(c) the amount invested in the new activity/project is at least fifty percent. of the assets of the Listed Entity.

On receipt of confirmation regarding name availability from Registrar of Companies, before filing the request for change of name with the Registrar of Companies in terms of provisions laid down in Companies Act, 2013 and rules made thereunder, the Listed Entity shall seek approval from Stock Exchange by submitting a certificate from chartered accountant.

 

The requirement to seek stock exchange approval for change of name of a Listed Entity is dispensed with.
6. Filing of the Corporate Governance Report –

Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Listed Entity shall submit a quarterly compliance report on corporate governance.

Further it may be noted that it shall not apply, in respect of – (a) the Listed Entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year: Provided that where the provisions of the regulations specified in this regulation becomes applicable to a Listed Entity at a later date, such Listed Entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the Listed Entity. (b) the Listed Entity which has listed its specified securities on the SME Exchange.

Within fifteen (15) days from close of the quarter. Within twenty (21) days from the end of each quarter.
7. Compliance Certificate from Practicing Company Secretary –

Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Listed Entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies. Within one month of the end of each half of the financial year. Within one month of the end of each financial year.
8. Publish Newspaper Advertisements –

Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

 

The Listed Entity shall publish the following information in the newspaper:

(a) Notice of Meeting of the Board of Directors where financial results shall be discussed.

(b) statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in Directors  report in annual report;

The Listed Entity shall publish the information specified in sub-regulation (1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The requirement to publish Newspaper advertisements for the notice to Board Meetings where financial results are to be discussed and for quarterly statement on deviation or variation in use of funds is dispensed with.

 

9. Risk Management Committee  –

Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors shall constitute a Risk Management Committee.

The role of the RMC has been specified which, inter-alia, includes formulation of a detailed risk management policy and monitoring its implementation; periodic review of such policy; review of the appointment, removal and terms of remuneration of the Chief Risk Officer (if any), etc.

Top 500 Listed Entities.

 

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

 

Top 1000 Listed Entities.

The RMC shall have minimum three members with majority of them being members of the Board of Directors , including at least one independent director.

The quorum for a meeting of the RMC shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the Board of Directors in attendance.

10. Review of disclosures in respect of analyst/ institutional investor meets by Listed Entity Disclosures in respect of Analyst / institutional investors meets by the Listed Entity Presently, a Listed Entity is required to disclose the schedule of analyst/institutional investors meet and presentations made in such meetings, to the Stock Exchanges and on its website. Disclosures:

Audio/ video recordings of such meetings on the website of the Listed Entity and exchanges promptly, before next trading day or within 24 hours, whichever is earlier.

Written transcripts of such meetings within five working days.

The contents of this document have been prepared on the basis of relevant provisions existing at the time of the preparation. The observations of the author are personal view and the author do not take responsibility of the same.

Although due care have been taken in the preparation, the Author shall not be responsible for and loss or damage, resulting from any action taken on the basis of the above contents.

Furthermore, there is always scope for further improvement. I would personally be grateful to readers for offering their suggestions/comments for further refinement.

(The author i.e. CS Parbat Chaudhari is a Company Secretary in Practice and can be reached at (E) [email protected])

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