Brief of The Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) (Second Amendment) Regulations, 2021
SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021
| Regulation | New Provision (effective immediately unless otherwise prescribed) |
| 7(3) Compliance Certificate | With effect from the recent amendment, 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, within one month of end of the financial year, earlier the same was to be submitted within one month of end of each half of the financial year. |
| 21) Risk Management Committee | Number of meetings: At least twice in a year, and not more than one hundred and eighty days shall elapse between any two consecutive meetings.
Quorum: Two members or one third of the members of the committee, whichever is higher. Roles and responsibilities: Laid down in Annexure – A. |
| 24) Corporate governance requirements with respect to subsidiary of listed entity | A listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to fifty percent without passing a special resolution in its General Meeting |
| 27) Corporate Governance | The corporate governance report to be filed within 21 days from the end of each quarter, earlier it was filed within 15 days, in order of uniformity with the submission of shareholding pattern (Regulation 31) and investor grievance report (Regulation 13). |
| 34) Annual Report | A business responsibility and sustainability report describing quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time, shall form part of the Annual Report with effect from the financial year 2022–23. |
| 40(10) Transferor transmission or transposition of securities | Certificate from a practicing company secretary within thirty days of 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 certificate from a PCS, earlier the same was required to be submitted within one month of the end of each half of the financial year |
| 44(3) Voting by Shareholders | The listed entity shall submit to the stock exchange, within two days of conclusion of its General Meeting, details regarding the voting results, earlier it was required to be submitted within forty eight hours of conclusion of its General Meeting |
| 46) Website Compliance | In addition to the existing website compliance, following new disclosures have been prescribed:
1. 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. 2. secretarial compliance report 3. disclosure of the policy for determination of materiality of events or information 4. 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) 5. disclosures under sub-regulation (8) of regulation 30 of these regulations; 6. statements of deviation(s) or variation(s) 7. dividend distribution policy 8. annual return as provided under section 92 of the Companies Act, 2013 |
| 47): Advertisements in Newspapers
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Now the listed entity will not be required to publish the following:
1. Notice of meeting of the board of directors where financial results shall be discussed 2. statements of deviation(s) or variation(s) as specified in regulation 42 |
| Schedule III, Part A, Paragraph A, Clause 4 | The financial results shall be disclosed within 30 minutes of the of end of the meeting for the day on which it has been considered by the board, in case if the meeting continues for more than one day. |
| Schedule III, Part A, Paragraph A, Clause 15 | The listed entity shall submit Audio/video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, to the stock exchange(s) within twenty four hours from the conclusion of such call.
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 |
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