Amendments in SEBI (LODR) Regulations, 2015 (5th May, 2021 to 24th January 2022)

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015(amendments covered from 5th May 2021 till 24th January 2022)

Sr. No.

Amended / inserted on

Regulation/ Compliance

Old Provision

New Provision

Remark

1

07.09.2021

Regulation 2 (1)(t) Definition of ‘non convertible debt securities’

‘non-convertible debt securities’ which is ‘debt securities’ as defined under regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008”.

non-convertible debt securities’ means ‘debt securities’ as defined under the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021

New regulations were brought by SEBI in order to regulate non-convertible securities and issue of convertible securities shall be regulated under ICDR Regulations.

2

01.04.2022

Regulation 2(z)(b) Definition of related party

“related party” means a related party as defined under subsection (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards:

Provided that any person or entity belonging to the promoter or promoter group of the listed entity and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party.

Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);

“related party” means a related party as defined under sub-section (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards:

Provided that:

(a) any person or entity forming a part of the promoter or promoter group of the listed entity; or

(b) any person or any entity, holding equity shares:

(i) of twenty per cent or more; or

(ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year; shall be deemed to be a related party:” Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);

The scope of definition has been widened to include more persons from promoter group.

3

05.05.2021

Regulation 2(z)(c) Definition of related party transactions

“related party transaction” means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract:

Provided that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);

“related party transaction” means a transaction involving a transfer of resources, services or obligations between:

(i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand; or

(ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, with effect from April 1, 2023; regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract:

Provided that the following shall not be a related party transaction:

(a) the issue of specified securities on a preferential basis, subject to compliance of the requirements under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(b) the following corporate actions by the listed entity which are uniformly applicable/ offered to all shareholders in proportion to their shareholding:

i. payment of dividend;

ii. subdivision or consolidation of securities;

iii. issuance of securities by way of a rights issue or a bonus issue; and

iv. buy-back of securities.

(c) acceptance of fixed deposits by banks/ Non-Banking Finance Companies at the terms uniformly applicable/ offered to all shareholders/ public, subject to disclosure of the same along with the disclosure of related party transactions every six months to the stock exchange(s), in the format as specified by the Board:

Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);

amendment effective from 01.04.2022 and 01.04.2023

4

05.05.2021 & 07.09.2021

Reg 3 (2)&(3) Applicability of the regulations

No provisions

(2) 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.

(3) The provisions of these regulations which become applicable to listed entities on the basis of the criterion of the value of outstanding listed debt securities shall continue to apply to such entities even if they fall below such thresholds as mentioned in sub-regulation (1A) of regulation 15.]

If any regulation is applicable on the listed company based on market capitalization criteria, that regulation shall continue to apply even the market cap falls below the threshold limit

5

05.05.2021

Reg 7 (3) Certificate from RTA regarding Share Transfer activities

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 one month of end of each half of the financial year, certifying compliance with the requirements of sub- regulation (2)

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 thirty days from the end of the financial year, certifying compliance with the requirements of sub- regulation (2)

Certificate has to be filed within 30days of end of FY instead of one month of each Half FY.

6

07.09.2021

Reg 15(1A) Scope of Corporate Governance Provisions

No provisions

Provisions of Corporate Governance are applicable to Debt listed entites in the following manner:

1. Debt listed which has listed its nonconvertible securities amounting to Rs. 500 crore on valuntary basis comply or explain basis till March 31, 2023

2. Debt listed which has listed its nonconvertible securities amounting to Rs. 500 crore or above on Mandatory basis after March 31, 2023

1. Debt listed entities are those entities which has listed its nonconvertible securities amounting to Rs. 500 crore or above

2. If the threshold is trigged during the year. The entity shall comply within 6 months of such trigger.

3. Reason for non-compliance is to be given in the CG Report files under Reg 27(2) if entity is following comply or explain rule.

7

05.05.2021

Reg 15(2) Scope of Corporate Governance Provisions

Reg 17A (Maximum no of Directorships) and Reg 24A (Secretarial Audit and Secretarial Compliance Report) were applicable to all companies

Reg 17A (Maximum no of Directorships) and Reg 24A (Secretarial Audit and Secretarial Compliance Report) made applicable to companies which are covered under threshold of Corporate Governance.

no comment

8

05.05.2021

Reg 15(2) Scope of Corporate Governance Provisions

No provisions

Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.

no comment

9

01.01.2022

Reg 16(1)(b)(v) Association with Company of relative of person who is being appointed as Independent Director

none of whose relatives is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year

none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year

Threshold of interest has been prescribed and scope previous has been limited to two years.

10

01.01.2022

Reg 16(1)(b)(vi)A Association of person who is being appointed as Independent Director and his relative (As a KMP)

no provision

(A) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company or any company belonging to the promoter group of the listed entity, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.]

1. Prospective ID shall not be KMP in any company belonging to the promoter group of the listed entity during preceding 3 FYs and current FY.

2. Relative of prospective ID is not barred from being employment in the Company.

11

07.09.2021

Reg 16(1) explanation

no provision

Explanation has be provided which applicable to ‘high value debt listed entity’ regarding appointment of IDs In case of a ‘high value debt listed entity’:

(a) which is a body corporate, mandated to constitute its board of directors in a specific manner in accordance with the law under which it is established, the non- executive directors on its board shall be treated as independent directors;

(b) which is a Trust, mandated to constitute its ‘board of trustees’ in accordance with the law under which it is established, the non-employee trustees on its board shall be treated as independent directors.

1. The high value debt listed is not required to appoint additional ID’s in order to comply with the provisions of the LODR. The Non-Executive directors appointed pursuant to the provisions of the regulatory laws shall deemed to be IDs for the purpose of LODR.

12

01.01.2022 & 24.01.2022

Reg 17 (1C) Regularisation of Additional Director or manager

no provision

The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

1. Additional Directors or manager appointed by the Board shall be regularised within 3 months of such appointment or in the AGM, whichever event falls first.

13

24.01.2022

Reg 17(1C)

Proviso Prior approval of members in case of appointment of previously rejected director

no provision

“Provided that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:

Provided further that the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment.”

1. Prior approval of Shareholders is required for appointment or re-appointment of a person as MD, WTD or manager who was previously rejected by the members.

2. in such appointmments justification of the Nomination and Remuneration Committee and the Board need to be given in the explanatory statement forming part of the notice served to the member.

14

05.05.2022

Reg 17A Explanation Maximum number of directorships

no provision

Explanation has been provided in regarding the count for the number of listed entities:

For the purpose of this regulation, the count for the number of listed entities on which a person is a director / independent director shall be only those whose equity shares are listed on a stock exchange.

Directorships in the following companies shall not considered for the purpose of Reg 17A:

3. Private and unlisted public companies

1. Debt listed companies

15

01.01.2022

Reg 18 (1)(b) Composition of Audit Committee

two-thirds of the members of audit committee shall be independent directors and in case of a listed entity having outstanding SR equity shares, the audit committee shall only comprise of independent directors.

At least two-thirds of the members of audit committee shall be independent directors and in case of a listed entity having outstanding SR equity shares, the audit committee shall only comprise of independent directors]

If the calculation of 2-thirds is a fraction then the same has to be rounded off to the forward greater number.

16

01.01.2022

Reg 19 (1)(C) Independent Directors in NRC

at least two-thirds of the directors shall be independent directors and in case of a listed entity having outstanding SR equity shares, two thirds of the nomination and remuneration committee shall comprise of independent directors.

at least fifty percent of the directors shall be independent directors and in case of a listed entity having outstanding SR equity shares, two thirds of the nomination and remuneration committee shall comprise of independent directors.

strength of IDs has been decreased from 66% to 50%

17

05.05.2021

Reg 21 (2) Composition of Risk Management Committee

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

The Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise independent directors

4. minimum no of members has been prescribed

5. composition of IDs has been prescribed differently for listed entities and entities with SR equity shares

18

05.05.2021

Reg 21 (3A) Meetings of RMC

The risk management committee shall meet at least once in a year

The risk management committee shall meet at least twice in a year.

1. minimum no of meetings has been incresed to 2.

19

05.05.2021

Reg 21 (3B)&(3C) Quorum of RMC Meetings and Gap between 2 Meetings

no provision

(3B) The quorum for a meeting of the Risk Management Committee 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.

(3A) The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings

2. Quorum for the meeting has been prescribed

3. gap between two meetings shall not exceed 180 days

20

05.05.2021

Reg 21 (4) Responsibilities of RMC

no proviso

Proviso to Reg 21 (4) Provided that the role and responsibilities of the Risk Management Committee shall mandatorily include the performance of functions specified in Part D of Schedule II

1. Role and responsibilities shall be in line with functions given in Part D of Schedule II

21

07.09.2021

Reg 21 (5) Applicability of RMC

The provisions of this regulation shall be applicable to top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year

The provisions of this regulation shall be applicable to:

i. the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediate preceding financial year; and,

ii. a ‘high value debt listed entity’

1. The provision has been made applicable to ‘high value debt listed entity’.

2. High value debt entity means an entity which has listed its non-convertible securities amounting to Rs. 500 crore or more.

22

05.05.2021

Reg 21 (6) Powers of RMC

no provision

The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary

1. Powers of Risk Management Committee has been widened.

23

05.05.2021

Reg 22 (1) Vigil Mechanism and Whistle blower policy

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

1. Listed entities to formulate whistle blower policy

24

01.04.2022

Reg 23 (1) Explanation Material Related Party Transactions

Provided that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

1. A single threshold of 10% of the Annual consolidated turnover of the listed entity has been prescribed to determine the materiality of transactions.

25

01.04.2022

Reg 23 (2) Approval of Audit Committee to RPTs

All related party transactions shall require prior approval of the audit committee.

All related party transactions and subsequent material modifications shall require prior approval of the audit committee of the listed entity.

Provided that only those members of the audit committee, who are independent directors, shall approve related party transactions.

Provided further that:

(a) the audit committee of a listed entity shall define “material modifications” and disclose it as part of the policy on materiality of related party transactions and on dealing with related party transactions;

(b) a related party transaction to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction whether entered into individually or

taken together with previous transactions during a financial year exceeds ten per cent of the annual consolidated turnover, as per the last audited financial statements of the listed entity;

(c) with effect from April 1, 2023, a related party transaction to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year, exceeds ten per cent of the annual standalone turnover, as per the last audited financial statements of the subsidiary;

(d) prior approval of the audit committee of the listed entity shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary. Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred to in (d) above, the prior approval of the audit committee of the listed subsidiary shall suffice.]

1. RPTs and subsequent material modifications to the same to be priorly approved by the Audit Committee.

2. Audit Committee to define the term ‘material modification’ and disclose the same in RPT policy of the company.

3. If subsidiary of the listed entity is entering into a RPT exceeding 10% of annual consolidated turnover of the listed entity and the listed entity is not party to that RPT then prior approval of Audit Committee of listed entity is required for such transaction.

4. w.e.f. April 1, 2023, if subsidiary of the listed entity is entering into a RPT exceeding 10% of annual standalone turnover of the subsidiary and the listed entity is not party to that RPT then prior approval of Audit Committee of listed entity is required

for such transaction.

5. If such subsidiary is a listed entity

and Reg 23 (2) is applicable to it then

prior approval of Audit Committee of

listed holding company is not

required. Instead, prior approval of

Audit Committee of such listed

subsidiary shall be taken.

26

01.04.2022

Reg 23 (4) Approval of Shareholders

All material related party transactions shall require approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not:

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders of the listed subsidiary shall suffice. Provided that the requirements specified under this subregulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved

All material related party transactions and subsequent material modifications as defined by the audit committee under sub-regulation (2) shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not:

Provided that prior approval of the shareholders of a listed entity shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary.

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders of the listed subsidiary shall suffice.

Provided further that the requirements specified under this subregulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved

1. All RPTs and subsequent material modifications shall be approved by shareholders before the transactions is entered by the listed entity.

2. If transaction is being entered into between listed entity and its listed subsidiary and if Reg 23 (2) is applicable to it then prior approval of Shareholders of listed holding company is not required. Instead, prior approval of Shareholders of such listed subsidiary shall be taken.

27

01.04.2022

Reg 23 (5) Exemption from Approval of audit committee and shareholders

(5) The provisions of sub- regulations (2), (3) and (4) shall not be applicable in the following cases:

(a) transactions entered into between two government companies;

(b) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

(5) The provisions of sub-regulations (2), (3) and (4) shall not be applicable in the following cases:

(a) transactions entered into between two government companies;

(b) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

(a) transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

Explanation. – For the purpose of clause (a), “government company(ies)” means Government company as defined in sub-section (45) of section 2 of the Companies Act, 2013.

1. Exemption has been provided to transactions between listed entity and its wholly owned subsidiary.

28

01.04.2022 & 07.09.2021

Reg 23 (9) Disclosure to RPTs to the Stock Exchange

The listed entity shall submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time, and publish the same on its website: Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its standalone financial results for the half year:

Provided further that the listed entity shall make such disclosures every six months within fifteen days from the date of publication of its standalone and consolidated financial results:

Provided further that the listed entity shall make such disclosures every six months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023.

The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.

Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its standalone financial results for the half year.

1. Timeline of disclosure to the Stock Exchange has been extended from 15 days to 30 days.

2. The Format of disclosure should be as prescribed in AS18

1. The ‘high value debt listed entity’ needs to submit such disclosure along with its standalone financials for the half year.

29

05.05.2021

Reg 24A Secretarial Audit and Secretarial Compliance Report

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019.

(1) Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.

(2) Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.

2. Secretarial Audit report of unlisted subsidiaries need to be annexed to the Annual Report of the listed entity.

3. Secretarial Compliance Report has to be submitted within 60 days of end of each FY

30

05.05.2021

Reg 25 (2A)
Shareholders
approval by
Special
Resolution for appointment and removal of IDS

no provision

The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

1. Shareholders approval by special resolution is required for the appointment, re-appointment or removal of IDs. Previously listed entities were following practice of passing Ordinary resolution for appointment of IDs and Special Resolution for re-appointment or removal of IDs.

31

05.05.2021

Reg 25 (3) Meeting of Independent Directors

The independent directors of the listed entity shall hold at least one meeting in 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

1. Clarity has been provided that one meeting of IDs should be held in a Financial Year.

32

01.01.2022

Reg 25 (6) Replacment of resigned or removed ID

An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than 145[the immediate next meeting of the board of directors or] three months from the date of such vacancy 146[, whichever is later]:

An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than three months from the date of such vacancy

1. New ID has to be appointed within Three months of resignation or removal of previous ID in order to comply with the minimum composition of IDs on the Board of the listed entity.

33

01.01.2022

Reg 25 (10) Directors and Officers insurance

With effect from October 1, 2018, the top 500 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance’) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

With effect from January 1, 2022 , the top 1000 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance’) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

1. w.e.f. January 1,2022 top 1000 listed entities has to take D and O insurance. Earlier it was mandatory for top 500 listed

34

01.01.2022

Reg 25 (11) Cooling off period for Independent Directors

No provision

No independent director, who resigns from a listed entity, shall be appointed as an executive / whole time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director.

1. Cooling off period has been provided to Independent Director who is resigning from the Listed Entity.

2. However, no restriction on appointment has been imposed in case of appointment as an Independent Director in holding, subsidiary or associate company of the listed entity or on the board of a company belonging to its promoter group

35

05.05.2021

Reg 26 (4) non-executive director to disclose in the notice of General his/her holding in the Company

“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

1. Shareholding of a person who is being appointed as non-Executive director need not to be disclosed in the notice of General meeting in which he is being appointed.

36

05.05.2021

Reg 27 (2) Quarterly compliance report on Corporate Governance

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 the end of each quarter.

1. Due for filing Report of Corporate Governance has been extended to 21days from 15days.

37

05.05.2021

Reg 29 (1)(f) proviso No need of prior intimation in case of Bonus issue

Proviso to Reg 29 (1)(f) Provided that in case the declaration of bonus by the listed entity is not on the agenda of the meeting of board of directors, prior intimation is not required to be given to the stock exchange(s).

omitted

1. Intimation need to be given at least 2 days before the BM where proposal of Bonus Issue is to be considered. There is no departure from the compliance even if such bonus issue was not a part of agenda of the that board meeting.

38

05.05.2021

Reg 31A (3) Conditions for re­classification of any person as promoter / public

(3) Re-classification of status of a promoter/ person belonging to promoter group to public shall be permitted by the stock exchanges only upon satisfaction of the following conditions:

(a) an application for re­classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting:

(i) the promoter(s) seeking re­classification shall make a request for re-classification to the listed entity which shall include rationale for seeking such re­classification and how the conditions specified in clause (b) below are satisfied; the board of directors of the listed entity shall analyze the request and place the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request: Provided that there shall be a time gap of at least three months but not exceeding six months between the date of board meeting and the shareholder’s meeting considering the request of the promoter(s) seeking re­classification.

(iii) the request of the promoter(s) seeking re­classification shall be approved in the general meeting by an ordinary resolution in which the promoter(s) seeking re­classification and persons related to the promoter(s) seeking re­classification shall not vote to approve such re-classification request.

(3) Reclassification of status of a promoter to public shall be permitted by the stock exchanges only upon satisfaction of the following conditions:

(a) an application for reclassification has been made by the listed entity to the stock exchanges within thirty days from the date of approval by shareholders in general meeting after ensuring that the following procedural requirements have been fulfilled:

(i) the promoter(s) seeking

reclassification has made a request for reclassification to the listed entity along with a rationale for the same and a description as to how the conditions specified in clause (b) of sub-regulation (3) of this regulation are satisfied;

the board of directors of the listed entity has analyzed such request in the immediately next board meeting or within three months from the date of receipt of the request from its promoter(s), whichever is earlier and has placed the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request: Provided that there shall be a time gap of at least one month but not exceeding three months between the dates of the board meeting and the shareholders’ meeting considering the request of the promoter(s) seeking reclassification.

(iii) the request of the promoter(s) seeking re-classification has been approved in the general meeting by an ordinary resolution in which the promoter(s) seeking re-classification and the persons related to him/her/it have not voted to approve such re-classification request:

Provided that the provisions of this sub-clause shall not apply in cases:

a where the promoter(s) seeking reclassification and persons related to the promoter(s) seeking re-classification, together, do not hold more than one percent of the total voting rights in the listed entity; b where re-classification is pursuant to a divorce.]

1. The Board of Directors has to analyse the request for reclassification in the immediately next Board Meeting or within 3 months of receipt of the request. (Whichever is earlier

2. The gap between Board Meeting and Shareholders meeting shall not be less than 1 month and more than 3 months.

3. An ordinary Resolution has to be passed to approve the reclassification in the shareholders meeting.

4. In the following cases compliance of Reg 31A is not mandatory.

a. person seeking reclassification does not hold more than 1 percent shareholding along with relatives.

b. reclassification is pursuant to a divorce.

39

05.05.2021

Reg 31A (10) Exemptions from conditions for reclassification

no provision

In case of reclassification pursuant to an open offer or a scheme of arrangement, the provisions of clause (a) of sub-regulation (3) and clauses (a) and (b) of sub-regulation (8) of this regulation shall not apply if the intent of the erstwhile promoter(s) to reclassify has been disclosed in the letter of offer or scheme of arrangement:

Provided that the provisions of clause (c)(i) of sub-regulation (3) of this regulation shall not apply in case of reclassification pursuant to an open offer.

1.In case where reclassification is sought pursuant to an open offer or scheme of arrangement and intention of such reclassification is disclosed in the offer letter or scheme of arrangement then the following compliance need to be complied with:

A. application to stock exchange and approval of shareholders

B. following Disclosure to Stock exchange within 24 hours:

i. letter seeking reclassification

Minutes of Board Meeting where the reclassification request was considered by the Board.

40

24.01.2022

Reg 32 (7) Report of a Monitoring Agency

Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, the monitoring report of such agency shall be placed before the audit committee on an annual basis, promptly upon its receipt.

Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, the monitoring report of such agency shall be placed before the audit committee on a quarterly basis, promptly upon its receipt

1. The timeline of Report has been made quarterly.

41

05.05.2021

Reg 34(2)(f) Business Responsibility statement

for the top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time:

Provided that listed entities other than top one thousand listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis in the format as specified.

for the top one thousand listed entities based on market capitalization, a business responsibility report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by the Board from time to time:

Provided that the requirement of submitting a business responsibility report shall be discontinued after the financial year 2021–22 and thereafter, with effect from the financial year 2022–23, the top one thousand listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format as specified by the Board from time to time:

Provided further that even during the financial year 2021–22, the top one thousand listed entities may voluntarily submit a business responsibility and sustainability report in place of the mandatory business responsibility report:

Provided further that the remaining listed entities including the entities which have listed their specified securities on the SME Exchange, may voluntarily submit such reports. Explanation: For the purpose of this clause, market capitalization shall be calculated as on the 31st day of March of every financial year.]

1. For FY 2022-23, Business Responsibility Report shall be prepared in the format provided by the SEBI.

2. Listed entities to whom BBR is not mandatory may adopt the reporting on voluntary basis.

42

01.01.2022

Reg 36 (3) Information to be provided to members in case appointment or re-appointment of a director

In case of the appointment of anew director or re-appointment of a director the shareholders must be provided with the following information:

(a) a brief resume of the director;

(b) nature of his expertise in specific functional areas;

(c) disclosure of relationships between directors inter-se;

(d) names of listed entities in which the person also holds the directorship and the membership of Committees of the board ; and (e) shareholding of non-executive directors;

In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the following information:

(a) a brief resume of the director;

(b) nature of expertise in specific functional areas;

(c) disclosure of relationships between directors inter-se;

(d) names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years; and

(e) shareholding of non-executive directors in the listed entity, including shareholding as a beneficial owner;

(f). In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

1. Along with other disclosure the following shall be disclosed:

a. Names of the listed entities from which the person has resigned in the past three years

b. In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

43

24.01.2022

Reg 39 (2) Issue of Share Certificates

The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.

The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable, in a dematerialised form, within a period of thirty days from the date of such lodgement.

1. New share certificates shall be issued in Demat form only.

44

24.01.2022

Reg 40 (1) Proviso Securities to be in demat mode before transmission or transposition

Provided that, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Provided that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository:

Provided further that transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form.”

1. No transfer of securities shall take place unless the securities are held in demat form.

2. In case of transmission or transposition, the securities shall be held in demat form before such transfer or transmission.

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24.01.2022

Reg 40 (3) First Proviso Timeline for processing of Transmission or Transposition request

(3) On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer: Provided that the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode and physical mode within seven days and twenty one days respectively, after receipt of the specified documents: Provided further that proper verifiable dated records of all correspondence with the investor shall be maintained by the listed entity.

(3) On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer: Provided that the listed entity shall ensure that transmission requests are processed for securities held within seven days after receipt of the specified documents:

Provided further that proper verifiable dated records of all correspondence with the investor shall be maintained by the listed entity.

1. Provision for timeline regarding processing of transmission request of securities held in physical has been omitted.

46

05.05.2021

Reg 40 (9) Certificate from PCS

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 within One Month of the end of each half of the financial year, 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.

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 within thirty days from the end of the financial year, 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.

1. the Certificate from PCS has to be obtained within 30 days from the end of the financial years instead of one month after each half FY.

47

05.05.2021

Reg 43A Applicability of Dividend Distribution Policy

(1) The top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

(1) The top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web- link shall also be provided in their annual reports.

1. The provisions of Dividend Distribution Policy has been made applicable to top 1000 listed companies.

2. The policy needs to be uploaded on the web-site of the Company and such weblink shall be given in the Annual Report prepared by the Company.

3. Other listed companies may adopt Dividend Distribution Policy on voluntary basis subject to compliance of above point 1&2.

48

05.05.2021

Reg 44 (3) Voting results updation on the Stock exchange

The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.

The listed entity shall submit to the stock exchange, within two working days of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.

4. Voting results shall be uploaded on the Stock Exchange within 2 working days instead of 48hours.

5. “working days” means working days of the stock exchange where the securities of the entity are listed

49

05.05.2021

Reg 45 (3) Certificate from Practicing Charted Accountant

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 stating compliance with conditions at sub-regulation (1)

Upon compliance with the conditions for change of name laid down in Companies Act, 2013 and rules made thereunder, the listed entity, in the explanatory statement to the notice seeking shareholders’ approval for change in name, shall include a certificate from a practicing chartered accountant stating compliance with conditions provided in sub-regulation (1).

1. Certificate of Practicing Charted Accountant shall form part of notice of meeting of shareholders. Earlier the same certificate was placed before the Stock Exchange for in-principal approval.

50

05.05.2021

Reg 46 (2)

Web site

disclosures

(o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange (oa) no provision (t) to (z) no provision

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

Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means

(oa)Audio or video recordings and transcripts of post earnings/ quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:

(i) the presentation and the audio/ video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;

(ii) the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls:

Provided that—

a. The information under sub-clause

(i) shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.

b. The information under sub-clause

(ii) shall be hosted on the website of the listed entity and preserved in accordance with clause (a) of regulation 9.

The requirement for disclosure(s) of audio/ video recordings and transcript shall be voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022 (t) secretarial compliance report as per sub-regulation (2) of regulation 24A of these regulations;

(u) disclosure of the policy for determination of materiality of events or information required under clause

(ii), sub-regulation (4) of regulation 30 of these regulations;

(v) disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) as required under subregulation

(5) of regulation 30 of these regulations;

(w) disclosures under sub-regulation

(8) of regulation 30 of these regulations;

(x) statements of deviation(s) or variation(s) as specified in regulation 32 of these regulations;

(y) dividend distribution policy by listed entities based on market capitalization as specified in sub-regulation (1) of regulation 43A;

(a) annual return as provided under section 92 of the Companies Act, 2013 and the rules made thereunder

1. the term ‘Meet’ has been defined.

2. the presentation and transcript shall be uploaded on the website of the Company within 24hours and five days of the conference, respectively.

3. The provisions are voluntary w.e.f. April 01, 2021 and mandatory from April 01, 2022.

4. the following additional website disclosures have been provided w.e.f. 05.05.2021

a. Secretarial Compliance Report

b. Materiality Policy determining materiality of events prepared under Reg 30.

c. Contact details of the KMP who is responsible for updating the material disclosures on the Stock Exchange under Reg 30.

d. All disclosures made by the Company under Reg 30.

e. Dividend Distribution Policy

f. MGT-7