Securities and Exchange Board of India (SEBI) has amended Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective December 12, 2024. Listed entities must now maintain a minimum gap of three working days between board/shareholders’ approval and the record date for corporate actions, excluding both approval and record dates. Additionally, Sub-Regulation 5 of Regulation 42 has been omitted, eliminating the requirement for listed entities to announce the closure of their transfer books. This clarification applies to all listed entities, which must ensure compliance with the updated regulation.
National Stock Exchange of India
Circular Ref. No: NSE/CML/2025/04 Date: February 07, 2025
To
All Listed Entities,
Subject: Clarification on fixing the record date under Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
This is with reference to the recent amendment made by the Securities and Exchange Board of India to regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 vide notification dated December 12, 2024.
It is clarified that listed entities shall ensure a minimum gap of at least three working days between the date of board/shareholders’ approval, as applicable to the specific corporate action mentioned in Regulation 42 (1), and the Record Date fixed for such purpose. The minimum gap shall be exclusive of the date of board/shareholder’s approval and the actual record date.
Further, as per latest amendment, sub-regulation 5 of Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 has been omitted. Hence the listed entities are not required to announce dates of closure of their transfer books for any purpose.
All Listed entities are requested to take note of the same and comply accordingly.
For and on behalf of
National Stock Exchange of India Limited
Senior Manager
Harshad Dharod
Bombay Stock Exchange
Notice No. 20250207-33
Notice Date :07 Feb 2025
Category : Circulars Listed Companies
Segment : Equity
Subject : Clarification on fixing the Record Date under Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To
The Company Secretaries,
All listed entities
This is with reference to the recent Amendment made by the Securities and Exchange Board of India to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated December 12, 2024.
It is clarified that listed entities shall ensure a minimum gap of at least Three Working Days between the Date of Board/Shareholders’ approval, as applicable to the specific Corporate Action mentioned in Regulation 42 (1), and the Record Date fixed for such purpose. The minimum gap shall be exclusive of the date of board/shareholder’s approval and the actual Record Date.
Further, as per latest Amendment, Sub-Regulation 5 of Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 has been omitted. Hence the listed entities are not required to announce dates of Closure of their Transfer Books (Book Closure) for any purpose.
All Listed entities are requested to take note of the same and comply accordingly.
Ashok Kumar Singh
Deputy General Manager- Listing Operations Reviewer
Marian Dsouza
Senior Manager – Listing Operations (CRD)
