Highlights of SEBI (LODR) Regulations (Third Amendment) 2024

Sl no.

Reg.

Basis

Old Provisions

New provisions

Amendments crux

1

2(1)

(zc)

(e)

Related Party Transaction

Nil

Insertion of sub clause (e) in reg 2(1)(zc):

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”

If the Director/ employees purchases from the listed entity at a price which is uniformly applicable to all Directors and employees, then that transaction is not treated as Related party Transaction

2

6

Designation of Compliance Officer as KMP

(1) A listed entity shall appoint a qualified company secretary as the compliance officer.

(1A) Any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy

(1) 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.”

(1A) Any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy

This is for the Company which has appointed two different persons for the designation of Company Secretary and Compliance Officer.

In this case, the Compliance Officer shall also need to be designated as Compliance Officer.

3

6

Vacancy in the Office of Compliance Officer due to Resolution Plan

Nil

Clause (1B) after clause (1A) has been inserted:

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.”

SEBI has kept the uniform time line for fulfilling the vacancy of Compliance officer both in the normal scenario and due to the approval of Resolution Plan.

4

7(3)

Done away with the filing of Compliance Certificate

 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 all activities in relation to  share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.

Omitted w.e.f 13.12.2024

In order to provide easy of compliance and reduce compliance burden, SEBI has done away with the requirements of filing of Compliance certificate to the Stock Exchange.

5

13(3)

Integrated filings (Governance)

 The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, within  21 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.

SEBI, to minimize the number of filings done on a periodic basis, will introduce an integrated filings (governance).

6

16(c)

Change in Definition of Material Subsidiary

Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 10 % 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 income or net worth exceeds 10 % of the consolidated Turnover income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

Now turnover is to be considered for determ-ination material subsidiary.

7

16(d)

Change in Definition of Senior Management

 “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 Company Secretary and the Chief Financial Officer persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity.

The Listed entity may include the name of KMPs like CS and CFO in the definition of Senior Management.

8

17 (1A)

Appointment of Non Executive Director who has attained the age of 75 years

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

A new proviso to sub regulation 1A has been inserted:

Provided that the listed entity shall ensure compliance with this sub-regulation at the time of appointment or re-appoin-tment or any time prior to the non-executive director attaining the age of seventy- five years.”

SEBI in order to avoid ambiguity for passing of Special Resolution for the appointment of Non Executive Directors (NED) who has attained the age of 75 years, clarified that the Special Resolution for the appointment of NED, who has attained the age of 75 years, needs to be passed at the time of appointment/re-appointment or at any time before he/ she attains the above age.

9

17

(1C)

Fulfilling the vacancy on the Board and committees

 Nil

Insertion of Proviso clause in sub regulation 17(1C):

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:

SEBI, after considering the practical difficulties faced by the companies which were required to appoint directors in its board nominated by the Government of India, has inserted a proviso that the time taken to receive the approval of regulatory, government or statutory authorities for the appointment/ re-appointment of a person on the Board shall not be considered while considering the time limit for fulfilling the vacancy on the Board.

10

17

(1E)

Fulfilling the vacancy on the Board and committees

A new proviso to sub regulation 17(1E) has been inserted:

“Provided that if the vacancy in the office of a director results in non-compliance with the provisions of 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, the listed entity shall ensure compliance at the earliest and in any case not later than three months from the date of such vacancy:

Provided further that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of regulation 17, 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.

Scenarios for fulfilling the vacancy in the Board:

i) Due to resignation, the composition of Board and Committees become not compliant: not later than the date of such vacancy;

ii)Due to resignation, the composition of committees become not compliant: not later than 3 months from the date of such vacancy;

iii) The resignation does not affect the composition of Board and committees: the Company is not required to fulfil the vacancy.

11

23(2)

(e)

Treatment of Remuneration and sitting fees paid to non promoter/ promoter group Director

“(e) 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.

The Remuneration and sitting fees paid by the listed entity or its subsidiary to non promoter/ promoter group directors shall not be required to avail Audit Committee approval, if those transactions are not material.

Further, these transactions are also not required to be reported in RPT filings made by the Company as per Reg 23(9).

12

23(3)

Omnibus approval for subsidiary

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-

(a) the audit committee shall lay down the criteria for granting the omnibus approval in line with the policy on related party transactions of the listed entity and  such approval shall be applicable in respect of transactions which are repetitive in nature;

(d) 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.

Audit Committee of the Listed entity shall also determines the criteria for granting omnibus approval to Subsidiary and may grant limit of omnibus approval for the proposed Related Party Transaction of Subsidiary.

Further, Listed entity shall also review the RPT of subsidiaries on quarterly basis.

13

24A

(1)

Appointment of Secretarial Auditors

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

(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
a Secretarial Audit Report in such form as specified, with the annual report of the listed
entity.

SEBI has introduced the Secretarial audit to be conducted in the Listed entity and its material subsidiary, by the Peer Reviewed Secretarial Auditors.

14

24A

(1)

Process/ eligibility for appointment of Secretarial Auditors

The Listed entity shall appoint /re-appoint on the recomm-endation of the Board of Directors:

(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 each, with the approval of its shareholders in its Annual General Meeting.

SEBI has align the provisions for appointment secretarial auditors in line with the provisions of Statutory Auditors.

The Appoi-ntment of Secretarial Auditors shall also be approved by the Shareh-olders in the Annual General Meeting.

15

24A

(2)

Secretarial Compliance report

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

With effect from 1st April, 2025, the secretarial compliance report shall be signed only be Secretarial Auditors or by a Peer Reviewed Company Secretary.

16

26

(A)

Fulfilling the vacancy of certain KMPs of companies for which Resolution plan has been approved

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.

Listed entity for which resolution plan approves, shall fulfil the vacancy of certain KMPs with in the period of 3 months.

17

27(2)

Integrated filings (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 twenty one days from the end of each quarter.

The listed entity shall submit, to the recognised stock exchange(s), a quarterly compliance report on corporate governance in the format and within the timelines, as may be specified by the Board from time to time.”

SEBI in order to minimize the number of filings done on a periodic basis, will introduce an integrated filings (governance).

18

30(6)

(i)

Revision of timeline of disclosure of material information approved in the Board Meeting

6) The listed entity shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the following:
(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;

A new proviso of Reg 30(6)(i) has been inserted:

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

New timeline for disclosure of information approved in the Board Meeting:

i) If the Board meeting closes within the trading hour i.e, before 3:30 PM: within 30 minutes from the Closure of Board Meeting;

ii)  If the Board meeting closes after the closing trading hour but atleast 3 hours before the beginning of next trading day i.e, on or after 3:30 PM but before 6:15 AM: within 3 hours from the Closure of Board Meeting;

aiii) if the Board meeting closes after the  closing of trading hour and before the beginning of next trading day i.e, on or after 3:30 PM but before 7:00 AM (let say): within 30 minutes from the Closure of Board Meeting;

19

30(6)

(iii)

Revision of timeline of disclosure of material information approved in the Board Meeting

6) The listed entity shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the following:

(iii) twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity.

A new provisio of Reg 30(6)(iii) has been inserted:

“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:”

New timeline for disclosure of information:

i) If intimation received for any litigation or disputes: within 24 hours from the occurance of events or information;

ii) If intimation received related to tax litigation or disputes: within 24 hours from the occurance of events or information;

iii) If intimation received for pendency of any litigation or dispute other than tax litigation or dispute, or the outcome of such litigations which may have an impact on the listed entity and details of such litigation is maintained in the Structured Digital Database (SDD) Portal of such  Company: within 72 hours from the date of receipt of notice by such listed entity.

20

31A

(2)

Omission of clause

Re-classification of the status of any person as a promoter or public shall be permitted by the stock exchanges only upon receipt of an application from the listed entity along with all relevant documents subject to compliance with conditions specified in these regulations;
Provided that in case of entities listed on more than one stock exchange, the concerned stock exchanges shall jointly decide on the application.

Omitted w.e.f 13.12.2024

21

33 (3)(a)

Extension of Timeline for disclosing financial statement to Stock Exchange

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.”

SEBI has inserted a new proviso to Reg. 33(3)(a), and extended the time line to 90 days for disclosing the financial results in the Stock exchange for Company(ies) which has/have approved the Resolution Plan under Insolvency code

22

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:”

SEBI has inserted a new proviso to Reg. 33(3)(d), and extended the time line to 120 days for disclosing the financial results for the last quarter to the Stock exchange for Company(ies) which has/have approved the Resolution Plan under Insolvency code

23

36(1)

(b)

Done away with sending Hard Copy of Annual Report

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.

Now, the Company shall only share the letter containing the weblink including the exact path of Annual Report to the shareholders who have not registered their email id.

24

36(2)

Omission of clause for sharing Annual Report atleast 21 days before AGM

The listed entity shall send annual report referred to in sub-regulation (1), to the holders of securities, not less than twenty-one days before the annual general meeting

Omitted w.e.f 13.12.2024

25

Disclosure of appointment of Secretarial Auditors and other details in the AGM Notice

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 statutory auditor(s) or Secretarial Auditors 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) or Secretarial Auditors 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) or Secretarial Auditors proposed to be appointed.

Now, details of appointment of Secretarial Auditors along with details like, Proposed fees payable, terms of appointment, Basis of Recommendation etc, shall also be disclosed in the Explanatory statement of AGM Notice.

Earlier, the Company used to disclose the said details for Statutory Auditors now the Company also needs to disclose these details for Secretarial Auditors.

26

37(6)

Widen the Scope of non applicability of provisions of Scheme of Amalgamation

Nothing contained in this regulation shall apply to draft schemes which solely provide for merger of a wholly owned subsidiary with its holding company:
Provided that such draft schemes shall be filed with the stock exchanges for the purpose of disclosures.]

(6) Nothing contained in this regulation shall apply to draft schemes which:

a) solely provide for merger of a wholly owned subsidiary with its holding company; or

b) solely provide for writing off the accumulated losses against the share capital of the listed entity applied uniformly across all shareholders on a pro rata basis or against the reserves of the listed entity:

Provided that such draft schemes shall be filed with recognized stock exchanges for the purpose of disclosures.”

Now the provisions of this regulation for obtaining “No Object letter” from the Stock Exchange before filing the draft scheme of Arrangements to Court/ Tribunal and filing of the same to tribunal, shall also not be applicable on the scheme of arrangements approved solely for writing off the Accumulated losses against the share capital of a listed company.

27

39(2)

Substitution of the Word Certificate with Letter of Confirmation

The listed entity shall effect issuance of 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 dematerialised form within a period of thirty days from the date of such lodgement.

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

SEBI in order to align the current provisions, of issuance of Letter of confirmation in place of physical share certificate, has substituted the word certificate with Letter of Confirmation.

28

39(3)

Done Away with the disclosure requirement of loss/ duplicate share certificate

The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.

Omitted w.e.f 13.12.2024

SEBI has done away the requirement of disclosure of Loss or issuance of Duplicate Share Certificate.

29

40

(10)

Done away with the filing of disclosure requirement as per Reg 40(9)

40(9): 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.

(10) The listed entity shall ensure that certificate mentioned at sub-regulation (9), shall be filed with the stock exchange(s) simultaneously.

Omitted w.e.f 13.12.2024

SEBI has done away the requirement of filing the certificate, issued by Practicing Company Secretary under Reg 40(9),  within 30 days from the end of financial year,

30

42(2)

Reduction of timeline for intimation of Record date

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.

The listed entity shall give notice in advance of atleast three 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.

SEBI has revised the timeline for intimation of record dates for all the corporate actions as specified in Reg. 42(1) to three days.

31

42(4)

Reduction of time gap between two record date.

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.

SEBI to ensure smooth and easy of compliance, has reduced the time gap between two record dates to five working days.

32

44(4)

Insertion of Proviso clause

The listed entity shall send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against each resolution.

The listed entity shall send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against each resolution:

“Provided that the requirement to send proxy forms shall not be applicable to general meetings held only through electronic mode.”

For easy of compliances and to align the with relaxation provided by SEBI through its circular, the SBI had done away the provisions of sending proxy forms for the general meeting held through electronic mode.

33

46(2)

(a)

Additional disclosure on the website

In Reg. 42 after clause (a) of sub-Reg (2), the following shall be inserted:

(aa) Memorandum of Association and Articles of Association;

(ab) Brief profile of board of directors including directorship and full-time positions in body corporates;”

Now the company will be required to disclose the additional information such as MOA and AOA and profile of its Boards including the full time position of directors in the other Body Corporate on the website of the Company.

34

46(2)(za): 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

The Company shall also disclose the Employee Benefit Scheme documents framed as Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021on its Website.

35

46(2)

(o)

Revision of time line for disclosure of Presentation/ Audio/Video and transcript on the website of the Company

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:

 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.

SEBI has revised the time line for hosting of Video Recording of analysts or institutional investors meet, if any, to forty eight hours from the conclusion of calls.

Further, SEBI has also clarified that the minimum period for which audio/ video recording shall be hosted on the website of company is two years; and for Transcript it is five years.

36

46 

Hosting of presentation of the schedule of analyst or institutional investors meet

SEBI has inserted that the Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.

The Presentation should be hosted on the website of the Company,  prior to beginning of such events.

37

47(1)

Substitution of Reg 47(1), Advertisement in Newspaper

(1) 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.

“(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 (“QR 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.”

Now, rather than publishing the consolidated financial results, the company may publish QR Code and details of the webpage on which the financial statement of the company is placed. The Investors may access the financial statements of the Company by scanning the QR code.

However, if the Company desire, it may publish the financial results in terms of Reg 33 along with auditors opinion in the news paper with in forty eight hours from the conclusion of meeting.

38

(1) The listed entity shall publish the following information in the newspaper:

(d) notices given to shareholders by advertisement.

Omitted w.e.f 13.12.2024

SEBI has done away the requirement of sending notice to shareholders by way of advertisement

39

Schedule III, Part A, Para A

Revision in definition of Acquisition

the word ‘acquisition’ shall mean-

(i) acquiring control, whether directly or indirectly; or

(ii) acquiring or agreement to acquire shares or voting rights in a company, whether existing or to be incorporated, whether directly or indirectly, such that –

(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; or

(c) the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30

the word ‘acquisition’ shall mean-

(i) acquiring control, whether directly or indirectly; or

(ii) acquiring or agreement to acquire shares or voting rights in a company, whether existing or to be incorporated, whether directly or indirectly, such that –

(a) the listed entity holds shares or voting rights aggregating to twenty 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 five two per cent of the total shareholding or voting rights in the said company; or

(c) the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30

In order to reduce the compliance burden on the Company, the SEBI has revised the definition of acquisition and enhanced the limit for acquisition by listed entity from 5% to 20%.

Further, the SEBI has also enhanced the limit for continuous disclosure by the listed entity, post acquisition of 20%, from 2% to 5% .

40

Quarterly disclosure, if required

If any acquisition of shares or voting rights aggregating to five percent or more of the shares or voting rights in an unlisted company and any change in holding from the last disclosure made under this proviso exceeding two per cent of the total shareholding or voting rights in the said unlisted company shall be disclosed on a quarterly basis in the format as may be specified.”

SEBI has introduced a new quarterly compliance, if required, for reporting the acquisition made by the Listed entity in aggregate of 5% or more in the unlisted Company.

41

Schedule III, Part A, Para A, cause 15

Filing of presentation of schedule of analyst or institutional investors meet

SEBI has inserted that the Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.

The Presentation should be filed with the stock exchange,  prior to beginning of such events.

42

Revision of time line for filing of Presentation / Audio/ Video and transcript to the Stock Exchange

(b) 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:

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.

SEBI has revised the time line for filing the Video Recording of analysts or institutional investors meet, if any, to forty eight hours from the conclusion of calls.

43

Explanation II has been newly inserted:

Disclosure of names in the schedule of analysts or institutional investors meet shall be optional for the listed entity.

44

Schedule III, Part A, Para A, cause 20

Disclosure of fine or penalty

A explanation has be inserted:

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.”

SEBI has clarified that the fine or penalty imposed by sectoral regulator or enforcement agency or other authority or judicial body on or above the thresholds limit shall be filed within 24 hours.

Further, any fine or penalty, other than the above shall be disclosed on the quartely basis to the stock exchange

.

45

Schedule V,Para,  cause 9(e, f,g)

Deletion of part of corporate governance disclosure in Annual Report

(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 w.e.f 13.12.2024

These informations are not required to be disclosed in the Coporate Governance portion of Annual Report.