Amendments to SEBI LODR Regulations – 14th June, 2023

Stay informed about the latest amendments to SEBI LODR Regulations effective from June 14, 2023. Explore changes in materiality, events disclosure, vacancies, and more.

Amendments to SEBI LODR Regulations on 14th June, 2023 vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023

Materiality and Material Events

• Materiality for disclosure of Events / Information has been defined by SEBI. Materiality should be lower of 2% of turnover, 2% of networth and 5% of average of profit /Loss (absolute) of last 3 years.
• Material events to be informed to Stock exchanges within 30 minutes of closure of board meeting where decision was taken by Board, 12 hours from event emanating and 24 hours from where event not emanating
• If shareholder, promoters, promoter group entity, related parties, directors, KMPs and Key employees of listed or subsidiary or associate execute any agreement between themselves then the same are required to be disclosed to stock exchanges within 2 days. The silent features of such agreements or link of wage page is required to be disclosed in annual report.
• Acquisation, sales/ disposal which is beyond materiality, fraud or financial defaults, resignation, indisposition or unavailability of MD or CEO more than 45 days, announcement or communication by directors, KMPs or senior management through social media or mainstream media, any order passed by an statutory authority and voluntary revision of financial statements or board report is considered as material events.

Other than Materiality and Material Events

• Vacancies in the office of Compliance officer, CEO, CFO, MD and WTD and Director are now required to be filed maximum within 3 months from the date of vacancy.
• Sale, Lease or Disposal of Undertaking outside Scheme of Arrangement will required a special resolution passed by shareholders with majority shareholder are required to be vote in favour. This is ot applicable in case of Wholly owned subsidiary.
• W.e.f. 1st April, 2024, continuation of director would required shareholder approval once in every five years from date of appointment/reappointment.
• In quarterly compliance report, detail of cyber security incident or breaches or loss of documents to be disclosed.
• Special Rights provided to shareholders are required to be approved by shareholders once in five years.
• Listed entity are required to respond within 24 hours on rumours of an impending specific material event/ information on mainstream media [newspapers, news channels, content published by publisher as defined under IT Rules].
• If shareholder, promoters, promoter group entity, related parties, directors, KMPs and Key employees of listed or subsidiary or associate execute any agreement between themselves then the same are required to be disclosed to stock exchanges within 2 days. The silent features of such agreements or link of wage page is required to be disclosed in annual report.