“Stay informed about the latest amendments under SEBI (LODR) Regulations with our quick overview. Explore changes in timelines, corporate governance norms, financial results, and more. Get a comprehensive understanding of the updates to ensure compliance and effective governance.”
SEBI after its meeting held on 29th March 2023 , has finally issued notification no. SEBI/LADNRO/GN/2023/131 dated 14th June 2023 outlining the amendments in SEBI (LODR) Regulations , while some regulations will be applicable from next day of notification itself while some at later date , let’s have a quick look on key amendments-
– Timeline Fixed For Appointment of KMP, Compliance Officer and Director’s,
– Extension of Date of Comply Or Explain for the regulation 16 to 27 for HVDLE’s by 31st March 24,
– Increase the governance measure in listed entity by mandatory shareholder’s resolution for directors’ enjoying permanent board position,
– Review and Approval by way of special resolution of shareholder’s right is introduced ,
– Regulating sales of undertaking by listed entity and WOS introduced,
– Provision of BRSR Core assurance report on listed entity and supply chain partners introduced,
– Enhanced disclosures has been added in Annual Corporate Governance Report ,
– Judgmental disclosure in Para A Part B Schedule III is streamlined with quantitative criteria .
Regulation 15 – Extension of Date of Applicability of Corporate Governance Norms On HVDLEs
The requirements of Corporate Governance Norms (Regulation 16 to 27) On High Value Debt Listed Entities (O/S Debt Exceeding 500 Crore as on 31st March) has been extended to ‘Comply or explain’ basis till 31st March 2024.
Regulation 33 – Financial Results for newly listed entities
Post IPO listing , cos. Are required to submit financial statements with very less time , in some cases its observed that finalization time is not available with listed entities , understanding the practical difficulty ,Freshly listed entity will file F/S based on following timeline ( whichever is later)
1. Within 45 days from end of quarter
2. Within 60 days for Annual Financial Statements
3. Within 21 days from listing
Regulation 57 – Intimation to Stock Exchange
In case of NCD’s previously three disclosures were required
a. Submission to stock exchange Certificate within 1 Working Day of interest / dividend or principal becoming due , regarding status of payment in case of NCS.
b. Submission of details of all NCS for which interest / dividend/ principal obligation shall be payable during the quarter within 5 working Days PRIOR to beginning of Quarter
c. Certificate Confirming either payment & Unpaid interest / dividend /principal In case of NCS within 7 working days of end of quarter
Now as per regulation only disclosure under para(a) is required i.e., Certificate to stock exchange within 1 Working day of Interest/ dividend or principal becoming due, Regarding status of payment in case of NCS .
Regulation 37 A – Sales , Lease or Disposal of an undertaking
– Listed entity has to obtain Prior shareholders approval for sale/lease or dispose off the whole or substantially the whole of undertaking.
– Explanatory statement annexed to notice calling meeting should include PURPOSE , COMMERICAL RATIONALE & Use Of Proceeds
– Special Resolution can only be implemented when public shareholder’s ( except interested one ) voted in favor In exceed to vote against it by public shareholders.
Special Note :-
1. Not applicable if sales /lease / disposal is to WOS ,provided that WOS comply with the same requirements as applicable to listed entity before further transferring the undertaking
2. The listed entity also has to comply before diluting its holding to less than 100% In WOS
3. Not applicable is such transaction is with financial institution regulated by RBI or Debenture trustee registered with SEBI, due to any covenant/ agreement.
Regulation 6 – Filing of Vacancy of Compliance Officer
Vacancy to be filled within 3 Months and In case of interim position , applicable laws for a regular/fresh appointment and fulfillment of other obligations are required.
Regulation 17 – Board Of Directors
Appointment / Re- Appointment will require approval from shareholders at the next AGM or within 3 Months of appointment, whichever is later.
Filling of vacancy – To be filled within 3 Months from date of vacancy,
immediately in case such vacancy results in any noncompliance regarding composition of Board of director.
Approval of Continuation of director – With effect from 1st April 2024 , the director who is serving permanent board position ,must be approved by shareholders in general meeting at least once in every 5 Years , however directors serving as of March 31 , 2024 for last 5 years or more their continuation shall require shareholders approval for first General meeting held after April 01, 2024. (not applicable for MD/WTD/Fixed Term Directors/IDs/Nominees)
Regulation 26A – Vacancy in office of KMP ( same as per Regulation 6)
Regulation 27 – Disclosure on Cyber Crime Incidents and Breach or Loss
To understand the risk and impact , listed entity shall disclose about the same in quarterly corporate governance report.
Regulation 30 – Disclosure of Material Events
Uniformity and to reduce the asymmetry on the disclosure of events / information specified under Part B Para A of Schedule III, an additional quantitative criteria is prescribed, as per this any omission of certain events or information, whose value or expected impact in term of value, exceeds the lower of the following will be deemed to be material;
2% of turnover, as per the latest audited Consolidated financial statement
2% of net worth, as per the last audited Consolidated financial statement (except when Net Worth is Negative)
5% of Average of Absolute value of P&L after taxes, as per the last three Consolidated financial statement.
Additionally ,such criteria will not substitute materiality policy and listed company continue to disclose material information as per such policy and in the opinion of board of director such event is material , also such policy shall assist the relevant employees of the listed entity in identifying any potential material event or information and the reporting the same to authorized KMP, for determining the materiality of information and for making necessary disclosure to the stock exchange
Any continuing event or information becoming material pursuant to the amendment regulations shall be disclosed by the listed entity within 30 days i.e., 14th July 2023 .
Timeline for disclosure
Material events or information shall be disclosed in following timelines
a. Within 30 Minutes of Board Meeting Closure
b. Within 12 Hours when events emanate within entity
c. Within 24 Hours when events external to the entity.
In case of delay provide explanation for delay in disclosure
Top 100 Listed Entity (w.e.f. 1st October 2023) and Top 250 Listed Entity (w.e.f. 1st April 2024) must confirm, deny or clarify any reported events or information in mainstream media that indicates material events within 24 Hours, including current stage of such events must also be provided
Definition of “Mainstream Media “
1. Newspaper registered with Registrar of News Paper
2. News Channel Permitted by the Ministry of Information and Broadcasting
3. Content published by the publisher of news and current affairs content as defined under the information technology ( Intermediary Guidelines & Digital Media Ethics Code ) Rules,2021; &
4. Newspaper / News Channel & Current Affairs Content similarly registered or permitted or regulated in jurisdictions out of India .
Regulation 30A –
Agreements entered by Promoters, Promoter group entities, shareholders, related parties, directors, KMPs, employee of the listed entity or its holding0, subsidiary or associate company, either themselves or with third party and entered with INTENT To –
a. Impact the management or control
b. Impose restriction or creating any liability on the listed entity , shall be disclosed to the stock exchange.
And in such case listed entity is not a party to such an agreement within 2 working days of entering into such agreements.
In case of subsisting agreements, parties to the agreements shall inform to the listed entity with subsequent disclosure by listed entity.
Companies should also disclose (Number of such agreements ,including their salient feature with link of webpage of listed entity where such details are available In the Annual Report of FY 23 or FY 24 as the case may be).
Regulation 31 B – Special Rights To Shareholders
Approval should be taken in every 5 Years. By way of special resolution
Note – Not applicable in case special rights granted to Financial Institution and SEBI registered Debenture Trustee due to any covenant or arrangement.
Regulation 34 – BRSR
The assurance of BRSR Core Shall be obtained in such manner as may be specified by SEBI including for their value chain partners ,It will be specified and defined by SEBI Later.
Regulation 46 – Website Disclosure
The schedule of analysts and investors meet must be intimated at least 2 working days in advance.
SEBI notification is Available at here:
SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
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