Highlights of the SEBI (LODR) (Third Amendment) Regulations, 2024
SEBI vide its notification dated December 12, 2024 amended SEBI (LODR) Regulations, 2015 which came into force on the date of publication in official gazette i.e. December 13, 2024. However, following amendments shall come into force w.e.f. December 31, 2024:
a) Submission of Investor Grievances statement compliance will be modified – Changes in format and timelines will be notified by the Board
b) Submission of Corporate Governance Report will be modified – Changes in format and timelines will be notified by the Board
Further, Amendment related to the Secretarial Auditor shall came into force w.e.f. April 1, 2025.
The key changes are outlined here as follows
| Regulation | Existing provisions | Revised provisions | Remarks |
| Regulation 2(1)(k) | “half year” means the period of six months commencing on the first day of April or October of a financial year; | Omitted | |
| First Proviso to clause (b) of Regulation 2(1)(zc) | 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. |
the following corporate actions 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. |
To clarify on transactions that do not qualify as RPT |
| Regulation 2(1)(zc) | insertion of new clauses (d) and (e) to the first proviso | (d) acceptance of current account deposits and saving account deposits by banks in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time:
Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon. (e) retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees and directors: |
Insertion of new clause (d) and clause (e) to exclude acceptance of current account and savings account deposits by banks from the purview of RPTs. Retail purchases from listed entity or its subsidiary by directors or its employees, without having a business relationship are also excluded |
| 2(1)(zf) | insertion of new clauses (d) and (e) to the first proviso | (d) acceptance of current account deposits and saving account deposits by banks in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time:
Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon. (e) retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees and directors: |
Insertion of new clause (d) and clause (e) to exclude acceptance of current account and savings account deposits by banks from the purview of RPTs. Retail purchases from listed entity or its subsidiary by directors or its employees, without having a business relationship are also excluded |
| 2(1)(zf) | securities laws” means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, and the provisions of the Companies Act, 1956 and Companies Act, 2013, and the rules, regulations, circulars or guidelines made thereunder. | “securities laws” means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder and the general or special orders, guidelines or circulars made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed thereunder, which are administered by the Board. | Change in definition for better clarity |
| Regulation 2(1)(zla) | insertion of new Definition | SR equity shares” means the equity shares of a listed entity having superior voting rights compared to all other equity shares issued by that listed entity; | To promote clarity on SR equity shares and their role in corporate governance |
| Regulation 5 | The listed entity shall ensure that key managerial personnel, directors, promoters or any other person dealing with the listed entity, complies with responsibilities or obligations, if any, assigned to them under these regulations. | The listed entity shall ensure that key managerial personnel, directors, promoters or any other person dealing with the listed entity, complies with responsibilities or obligations, if any, assigned to them under these regulations:
“Provided that the key managerial personnel, directors, promoter, promoter group or any other person dealing with the listed entity shall disclose to the listed entity all information that is relevant and necessary for the listed entity to ensure compliance with the applicable laws. |
To enhance accountability and transparency of KMP and promoters in complying with listing requirements |
| Regulation 6 | A listed entity shall appoint a qualified company secretary as the compliance officer. | A listed entity shall appoint a qualified company secretary as the compliance officer:
Provided that the Compliance Officer shall be an officer, who is in whole time employment of the listed entity, not more than one level below the board of directors and shall be designated as a Key Managerial Personnel. |
Empowered the role of Compliance Officer |
| Regulation 6(1B) | insertion of new sub regulation | Any vacancy in the office of the Compliance Officer of such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval:
Provided that, in the interim, such listed entity shall have not less than one full-time key managerial personnel managing its day-to-day affairs. |
Companies under Insolvency process are given additional time of 3 months to comply with the regualation |
| Regulation 7(3) | 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). | Omitted | To reduce procedural redundancy and simplify compliance requirements |
| Regulation 10(1A) | insertion of new sub-regulation (1A) | The Board may enable integrated filing of periodic reports, statements, documents and any other information required to be filed by a listed entity under the Act or the regulations made thereunder in the format and within the timelines as may be specified | Insertion of Regulation (1A) to provide for integrated filing of periodic reports, statements, documents or other information. To streamline reporting processes and ensure consistency across periodic disclosures. |
| Regulation 13(3) | The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter. | The listed entity shall file with the recognised stock exchange(s) on a quarterly basis a statement detailing the redressal of investor grievances in such form and within the timelines as may be specified by the Board. | To reduce procedural redundancy and simplify compliance requirements |
| Regulation 15(2)(a) | The compliance with the corporate governance provisions as specified in regulations 17, 61[17A,] 18, 19, 20, 21,22, 23, 24, 62[24A,] 25, 26, 27 and clauses (b) to (i) 63[and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of –
(a) a 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 regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:] 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. |
The compliance with the corporate governance provisions as specified in regulations 17, 61[17A,] 18, 19, 20, 21,22, 23, 24, 62[24A,] 25, 26, [26A], 27 and clauses (b) to (i) 63[and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of –
(a) a 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 regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:] Provided further that once corporate governance provisions as specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital and the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years. |
To provide clarity that both criteria must be met for compliance exemption |
| Regulation 15(2A) | insertion of new proviso to below sub regulation :
The provisions as specified in regulation 17 shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’ which is undergoing corporate insolvency resolution process under the Insolvency Code: Provided that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code. |
The provisions as specified in regulation 17 shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’ which is undergoing corporate insolvency resolution process under the Insolvency Code:
Provided that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code. Provided further that such listed entity shall ensure compliance with regulation 17 within a period of three months of approval of resolution plan under section 31 of the Insolvency Code |
Companies under Insolvency process are given additional time of 3 months to comply with the regulation |
| Regulation 15(2B) | insertion of new proviso to below sub regulation :
The provisions as specified in regulations 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’] which is undergoing corporate insolvency resolution process under the Insolvency Code: Provided that the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled by the interim resolution professional or resolution professional. |
The provisions as specified in regulations 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity’] which is undergoing corporate insolvency resolution process under the Insolvency Code:
Provided that the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled by the interim resolution professional or resolution professional. Provided further that such listed entity shall ensure compliance with regulations 18, 19, 20 and 21 within a period of three months of approval of resolution plan under section 31 of the Insolvency Code. |
Companies under Insolvency process are given additional time of 3 months to comply with the regulation |
| Regulation 16(1)(c) | “material subsidiary” shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. | material subsidiary” shall mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. | Substitution of “income” with “turnover” to align with the Companies Act
Policy on determining Material Subsidiary will required to be amended |
| Regulation 16(1)(d) | Senior management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer. | Senior management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity | To recognize flexibility in KMP designations beyond the traditional roles of CS & CFO.
Code of Conduct for Directors & Senior Management will required to be amended. |
| Regulation 17(1A) | No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. | No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
Provided that the listed entity shall ensure compliance with this sub-regulation at the time of appointment or re-appointment or any time prior to the non-executive director attaining the age of seventy- five years |
To plug the loophole where the appointee is less than 75 years of age but shall attain 75 years of age during the tenure |
| Regulation 17(1C) | The listed entity shall ensure that approval of shareholders for appointment or re-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:
Provided that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting: Provided further 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 |
The listed entity shall ensure that approval of shareholders for appointment or reappointment 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:
Provided that if such appointment or re-appointment of a person to the board of directors or as a manager is subject to approval of regulatory, government or statutory authorities, then the time taken to receive such approvals shall be excluded for the purposes of this clause: Provided further that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the board of directors or as a Manager is taken at the next general meeting: Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the listed entity. (b) 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 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 |
To provide a more structured and comprehensive framework for compliance requirements.
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| Regulation 17(1E) | Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy:
Provided that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of this regulation, due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated: Provided further that this sub-regulation shall not apply if the listed entity fulfils the requirement under sub-regulation (1) of this regulation without filling the vacancy. |
Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy:
Provided further that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of this regulation, sub-regulation (1) of regulation 18, sub-regulation (1) or (2) of regulation 19, sub-regulation (2) or (2A) of regulation 20 or sub-regulation (2) or (3) of regulation 21, due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated: Provided further that this sub-regulation shall not apply if the listed entity fulfils the requirement under sub-regulation (1) of this regulation sub-regulation (1) of regulation 18, sub-regulation (1) or (2) of regulation 19, sub-regulation (2) or (2A) of regulation 20 or sub-regulation (2) or (3) of regulation 21, without filling the vacancy. |
To ensure timely compliance with critical governance regulations despite vacancies.
Non – compliance in relation to the Committee composition due to non receipt of shareholder approval will be required adhered to within the new timeline. |
| Regulation 17(2) | The board of directors shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings. | The board of directors shall meet at least four times a financial year, with a maximum time gap of one hundred and twenty days between any two consecutive meetings. | To eliminate ambiguity regarding the nature and frequency of required Board Meetings |
| Regulation 18(2)(a) | The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. | The audit committee shall meet at least four times in a financial year and not more than one hundred and twenty days shall elapse between two consecutive meetings. | |
| Regulation 19(3A) | The nomination and remuneration committee shall meet at least once in a year. | The nomination and remuneration committee shall meet at least once in a financial year. | |
| Regulation 20(3A) | The stakeholders relationship committee shall meet at least once in a year. | The stakeholders relationship committee shall meet at least once in a financial year. | |
| Regulation 21(3A) | The risk management committee shall meet at least twice in a year. | The risk management committee shall meet at least twice in a financial year. | |
| Proviso (e ) to Regulation 23(2) | insertion of new proviso to Regulation 23(2) | remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require approval of the audit committee provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation. | Waiver of remuneration and sitting fees approval from the audit committee |
| Proviso (f ) to Regulation 23(2) | insertion of new proviso to Regulation 23(2) | The members of the audit committee, who are independent directors, may ratify related party transactions within three months from the date of the transaction or in the immediate next meeting of the audit committee, whichever is earlier, subject to the following conditions:
(i) the value of the ratified transaction(s) with a related party, whether entered into individually or taken together, during a financial year shall not exceed rupees one crore; (ii) the transaction is not material in terms of the provisions of sub-regulation (1) of this regulation; (iii) rationale for inability to seek prior approval for the transaction shall be placed before the audit committee at the time of seeking ratification; (iv) the details of ratification shall be disclosed along with the disclosures of related party transactions in terms of the provisions of sub-regulation (9) of this regulation; (v) any other condition as specified by the audit committee: Provided that failure to seek ratification of the audit committee shall render the transaction voidable at the option of the audit committee and if the transaction is with a related party to any director, or is authorised by any other director, the director(s) concerned shall indemnify the listed entity against any loss incurred by it.” |
To streamline processes for audit committees and focus on material transactions.
Enabling Post-facto-ratification of RPTs within 3 months from a transaction or in the immediate next Meeting, whichever is earlier. |
| Regulation 23(3) | Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the listed entity subject to the following conditions, namely | Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the listed entity or its subsidiary subject to the following conditions, namely | To grant omnibus approval of subsidiaries RPTs |
| 23(3)(d) | the audit committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the listed entity pursuant to each of the omnibus approvals given | the audit committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the listed entity or its subsidiary pursuant to each of the omnibus approvals given | To review subsidiaries RPTs |
| Regulation 23(9) | insertion of proviso to Regulation 23(9) | Provided further that the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require disclosure under this sub-regulation provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation.” | Waiver of half yearly disclosure requirement of remuneration and sitting fees approval from the audit committee |
| Regulation 24(1) | “material subsidiary” shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. | “material subsidiary” shall mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. | Substitution of “income” with “turnover” to align with the Companies Act |
| Regulation 24(6) | Non-obstante clause inserted to Regulation 24 (6) | Nothing contained in this sub-regulation shall be applicable if such sale, disposal or lease of assets is between two wholly-owned subsidiaries of the listed entity | To simplify compliance for intra-group transactions that do not impact external stakeholders |
| Regulation 24A(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. | “(1) (a) Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and shall annex a Secretarial Audit Report in such form as specified, with the annual report of the listed entity.
Explanation: (i) “Secretarial Auditor” means a Company Secretary in Practice or a firm of Company Secretary(ies) in practice appointed to conduct the Secretarial Audit. (ii) “Peer Reviewed Company Secretary” means a Company Secretary in practice, who is either practicing individually or as a sole proprietor or as a partner of a Peer Reviewed Practice Unit, holding a valid certificate of peer review issued by the Institute of Company Secretaries of India. (b) On the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint: (i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting: Provided that- (i) an individual Secretarial Auditor who has completed his or her term under sub-clause (i) of this clause shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of his or her term; (ii) a Secretarial Audit firm which has completed its term under sub-clause (ii) of this clause, shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of such term: Provided further that as on the date of appointment no Secretarial Audit firm having a common partner or partners to the other Secretarial Audit firm, whose tenure has expired in the listed entity immediately preceding the financial year, shall be appointed as Secretarial Auditor of the same listed entity for a period of five years: Provided further that, nothing contained in these regulations shall prejudice the right of the entity to remove Secretarial Auditor with the approval of its shareholders in its Annual General Meeting or the right of the Secretarial Auditor to resign from such office of the listed entity. (c) The casual vacancy arising out of resignation, death or disqualification of a Secretarial Auditor shall be filled by the board of directors of the listed entity within a period of three months and the secretarial auditor so appointed shall hold office till the conclusion of the next annual general meeting.” ii. after sub-regulation (1), the following new sub-regulations shall be inserted, namely,- “(1A) Eligibility, Qualifications and Disqualifications of Secretarial Auditor: (a) A person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board: Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be Secretarial Auditor of the listed entity. (b) Where a firm including a limited liability partnership is appointed as Secretarial Auditor of the listed entity, only the partners who are Peer Reviewed Company Secretaries shall be authorised to act and sign on behalf of the firm. (c) Where a person appointed as Secretarial Auditor of the listed entity incurs any of the disqualifications as specified by the Board, after appointment, such person shall vacate the office as Secretarial Auditor and such vacation shall be deemed to be a casual vacancy in the office of the Secretarial Auditor. (1B) Secretarial Auditor not to render certain services: A Secretarial Auditor appointed under these regulations shall provide to the listed entity only such other services as are approved by the board of directors, but which shall not include any services as specified by the Board in this behalf. (1C) With effect from April 1, 2025, every listed entity shall ensure compliance with sub-regulation (1), (1A) and (1B) for appointment, re-appointment or continuation of the Secretarial Auditor of the listed entity: Provided that any association of the individual or the firm as the Secretarial Auditor of the listed entity before March 31, 2025 shall not be considered for the purpose of calculating the tenure under clause (b) of sub-regulation (1).” |
Substitution of a new regulation to provide for peer reviewed PCS firms to audit listed entity and materially unlisted subsidiary. Provisions of appointment, tenure and rotation of auditors as per Section 139(1) and 139(2) now duplicated for secretarial auditors from 1 April 2025 |
| Regulation 24A(2) | Insertion of new proviso to Regulation 24A(2) | Provided that the listed entity shall ensure that with effect from April 1, 2025, the Secretarial Compliance Report submitted to the stock exchange(s) on annual basis is signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the conditions mentioned in sub-regulations (1A) and (1B) of this regulation. | Insertion of a new clause to provide for peer-reviewed PCS firms to submit annual Secretarial Compliance Report to stock exchanges effective from 1 April 2025 |
| Regulation 26A(3) | Insertion of new sub regualation 26A(3) | Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager or Chief Financial Officer of such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval:
Provided that, in the interim, such listed entity shall have not less than one full-time key managerial personnel managing its day-to-day affairs.” |
Specific timelines prescribed for filling the casusal vacancy of KMPs of Companies under Insolvency |
| Regulation 27(2)(a) | Insertion of new proviso to Regulation 30(6)(i):
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken |
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken
Provided that in case the meeting of the board of directors closes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within three hours from the closure of the board meeting: Provided further that in case the meeting of the board of directors is being held for more than one day, the financial results shall be disclosed within thirty minutes or three hours, as applicable, from closure of such meeting for the day on which it has been considered.” |
Insertion of a new proviso to allow 3 hours instead of 30 minutes from conclusion of board meeting to file board meeting outcomes if the board meeting closes after normal trading hours but more than 3 hours before starting of normal trading hours of next trading day |
| Regulation 30(6) | Insertion of new proviso to Regulation 30(6)(i):
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken |
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken
Provided that in case the meeting of the board of directors closes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within three hours from the closure of the board meeting: Provided further that in case the meeting of the board of directors is being held for more than one day, the financial results shall be disclosed within thirty minutes or three hours, as applicable, from closure of such meeting for the day on which it has been considered.” |
Insertion of a new proviso to allow 3 hours instead of 30 minutes from conclusion of board meeting to file board meeting outcomes if the board meeting closes after normal trading hours but more than 3 hours before starting of normal trading hours of next trading day |
| Regulation 30(6) | Insertion of proviso to Regulation 30(6)(iii) | “Provided that if all the relevant information, in respect of claims which are made against the listed entity under any litigation or dispute, other than tax litigation or dispute, in terms of sub-paragraph 8 of paragraph B of Part A of Schedule III, is maintained in the structured digital database of the listed entity in terms of provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the disclosure with respect to such claims shall be made to the stock exchange(s) within seventy-two hours of receipt of the notice by the listed entity:” | Insertion of a new proviso to provide if relevant information about claims against the listed entity (excluding tax-related disputes) is maintained in an SDD, the disclosure must be made within 72 hours of receiving the notice |
| Regulation 33(3)(a) and (d) | Insertion of proviso to Regulation 33(3)(a) | Provided that such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall disclose its financial results within ninety days from the end of the quarter in which such resolution plan was approved, except in case such resolution plan has been approved in the last quarter of a financial year | Companies under Insolvency process are given additional time of 45 days to comply with the regualtion |
| Insertion of proviso to Regulation 33(3)(d) | Provided that a listed entity in respect of which a resolution plan under section 31 of the
Insolvency Code has been approved during the last quarter of a financial year, shall disclose its annual audited financial results within 120 days from the end of such financial year: |
Companies under Insolvency process are given additional time of 60 days to comply with the regualtion | |
| Regulation 34(1)(a) | a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders | a copy of the annual report sent to the shareholders along with the notice of the annual general meeting on or before the day of commencement of dispatch to its shareholders | Submission of Annual report to Stock Exchange and website on or before the dispatch to the shareholders |
| Regulation 36(1)(b) | Hard copy of statement containing the salient features of all the documents, as prescribed in Section 136 of Companies Act, 2013 or rules made thereunder to those shareholder(s) who have not so registered | A letter providing the web-link, including the exact path, where complete details of the Annual Report is available to those shareholder(s) who have not so registered | To improve accessibility of annual reports for shareholders without registered email IDs |
| Regulation 36(5) | The notice being sent to shareholders for an annual general meeting, where the statutory auditor(s) is/are proposed to be appointed/re-appointed shall include the following disclosures as a part of the explanatory statement to the notice:
(a) Proposed fees payable to the statutory auditor(s) along with terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change; (b) Basis of recommendation for appointment including the details in relation to and credentials of the statutory auditor(s) proposed to be appointed. |
The notice being sent to shareholders for an annual general meeting, where the Secretarial auditor(s) is/are proposed to be appointed/re-appointed shall include the following disclosures as a part of the explanatory statement to the notice:
(a) Proposed fees payable to the Secretarial auditor(s) along with terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change; (b) Basis of recommendation for appointment including the details in relation to and credentials of the Secretarial auditor(s) proposed to be appointed.] |
Amendment of words “or secretarial auditor” to provide for disclosures in proposed fee payable with basis for recommendation for appointment |
| Regulation 40(2), (3), (6), (8), (9) and (10) | Omitted | Annual Compliance pertaining to certificate from PCS is no longer required | |
| Regulation 42(2) | The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
Provided that in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date). |
The listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
Provided that in the case of corporate action through scheme of arrangement covererd under regulation 37 issues, the listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date). |
Change in timelines |
| Regulation 42(4) | The listed entity shall ensure the time gap of at least thirty days between two record dates | The listed entity shall ensure the time gap of at least five working days between two record dates | Change in timelines |
| Regulation 46(2) | Insertion of Clause (aa) and (ab) to Regulation 46(2) | (aa) Memorandum of Association and Articles of Association;
(ab) Brief profile of board of directors including directorship and full-time positions in body corporates |
Disclosure on Website required |
| Regulation 46(2)(o) | Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the 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; |
(i) Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet);
Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means; (ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. |
Point (ii) inserted in Clause (o) |
| Regulation 46(2)(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 |
Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner:
i. The audio 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 video recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls; iii. the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls: Provided that— (a) The information under sub-clause (i) and (ii) of this clause shall be hosted on the website of the listed entity for a minimum period of two years and thereafter as per the preservation policy of the listed entity in terms of clause (b) of regulation 9. (b) The information under sub-clause (iii) of this clause shall be hosted on the website of the listed entity for a minimum period of five years and preserved in accordance with clause (b) of regulation 9. |
Disclosure on Website required |
| Regulation 46(2)(za) | Insertion of new Clause (za) to Regulation 46(2) | Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position of the listed entity, framed in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
Provided that redaction of information under clause (za) above from the Employee Benefit Scheme document shall be approved by the board of directors of the listed entity and shall be in compliance with guidelines as may be specified by the Board: Provided that for the purpose of compliance with this sub-regulation, the listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity. |
Disclosure on Website required. |
| Regulation 47 | The listed entity shall publish the following information in the newspaper:
(b) financial results, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor: Provided that if the listed entity has submitted both standalone and consolidated financial results, the listed entity shall publish consolidated financial results along-with (1) Turnover, (2) Profit before tax and (3) Profit after tax, on a stand-alone basis, as a foot note; and a reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed entity are available. (d) notices given to shareholders by advertisement. |
(1) The listed entity shall publish an advertisement in the newspaper, within forty eight hours of conclusion of the meeting of board of directors at which the financial results were approved, containing a Quick Response code and the details of the webpage where complete financial results of the listed entity, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor, is accessible to the investors:
Nothing provided under this regulation shall preclude a listed entity from publishing, if it so chooses, the financial results in terms of regulation 33 along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor in the newspaper as per the format specified within 48 hours of conclusion of the meeting of the board of directors at which the financial results were approved.” |
Publication of complete financial statements has become optional and only QR code of Webpage containing financial statements is accessible to the investors will suffice.
This will enable accessibility of financial information for investors using digital tools. |
| PART E of Schedule II | A non-executive chairperson may be entitled to maintain a chairperson’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his/her duties. | (i) A non-executive chairperson may be entitled to maintain a chairperson’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his/her duties;
(ii) The listed entities ranked from 1001 to 2000 as per the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 shall endeavour to have atleast one woman independent director on its board of directors |
Mandatory requirement of women independent Director to top 2000 listed entities |
| insertion of clause F to Part E of Schedule II | The independent directors of top 2000 listed entities as per market capitalization shall endeavour to hold at least two meetings in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings. | Two meetings of Independent Directors shall be applicable to top 2000 listed entities | |
| insertion of clause G to Part E of Schedule II | Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21.” | Volunatary requirement of constitution of Risk Management committee became applicable to top 2000 listed entities | |
| Clause 1 of Para A of Part A of Schedule III | Explanation 1: For the purpose of this sub-paragraph, the word ‘acquisition’ shall mean:
(a) the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company; or (b) there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-paragraph and such change exceeds two per cent of the total shareholding or voting rights in the said company; |
For the purpose of this sub-paragraph, the word ‘acquisition’ shall mean:
(a) the listed entity holds shares or voting rights aggregating to twenty per cent or more of the shares or voting rights in the said company; or (b) there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-paragraph and such change exceeds five per cent of the total shareholding or voting rights in the said company; |
Threshold for disclosure of acquisition is amended |
| Clause 6 of Para A of Part A of Schedule III | Explanation 3 inserted to Clause 6 of Para A of Part A of Schedule III | Explanation 3 – Fraud by senior management, other than who is promoter, director or
key managerial personnel, shall be required to be disclosed only if it is in relation to the listed entity. |
Fraud by Senior Management Personnels shall be required to be disclosed only if it is in relation to the listed entity. |
| Clause 17 of Para A of Part A of Schedule III | Insertion of Explanation to Clause 17 of Para A of Part A of Schedule III | Explanation – For the purpose of this sub-paragraph, forensic audit refers to the audits, by whatever name called, which are initiated with the objective of detecting any mis-statement in financial statements, mis-appropriation, siphoning or diversion of funds and does not include audit of matters such as product quality control practices, manufacturing practices, recruitment practices, supply chain process including procurement or other similar matters that would not require any revision to the financial statements disclosed by the listed entity. | – |
| Clause 20 of Para A of Part A of Schedule III | Insertion of Explanation to Clause 20 of Para A of Part A of Schedule III | Explanation – Imposition of fine or penalty shall be disclosed in the following manner along with the details pertaining to the action(s) taken or orders passed as mentioned in the sub-paragraph:
(i) disclosure of fine or penalty of rupees one lakh or more imposed by sectoral regulator or enforcement agency and fine or penalty of rupees ten lakhs or more imposed by other authority or judicial body shall be disclosed within twenty four hours. (ii) disclosure of fine or penalty imposed which are lower than the monetary thresholds specified in the clause (i) above on a quarterly basis in the format as may be specified. |
Threshold for disclosure of fines or penalty is specified for ease of doing business |
| Schedule V, Para C | (e) stock code;
(f) market price data- high, low during each month in last financial year; (g) performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc; |
Omitted | In Annual CG Report, the mentioned details will not be required to be disclosed |
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