Summary: The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 introduce significant changes across various provisions to improve compliance, corporate governance, and reporting by listed entities. Key amendments include the omission of certain definitions, updates to related party transactions (e.g., inclusion of bank deposits and retail purchases), and refined obligations for directors, key managerial personnel (KMPs), and compliance officers. New provisions require listed entities to disclose investor grievances and ensure age compliance for non-executive directors. Regulations now demand stricter approval and disclosure processes for transactions and governance activities, including timelines for periodic filings and information sharing. The secretarial auditor’s tenure and qualifications are now tightly regulated, with mandatory shareholder approval for appointments. Amendments also include revised processes for reclassification of promoters, detailed reporting under insolvency proceedings, and substitution of income with turnover in corporate governance contexts. Additionally, requirements for document sharing with shareholders have been updated to promote digital communication. These regulations will come into effect on December 31, 2024, with specific provisions, like those related to secretarial audit, commencing on April 1, 2025.
SEBI (LODR) AMENDMENT, REGULATIONS, 2015 (EFFECTIVE DATE 31.12.2024)
| Sr. No. | Regulation | Amendment |
| 1 | Regulation 2(1) (k) -half year | Omitted |
| 2 | Regulation 2(1) (zc) (b) -Related Party Transaction | Listed entity word omitted |
| 3 | Regulation 2(1) (zc) (c) -Related Party Transaction | Insertion of new clause –
(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 (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:” |
| 4 | Regulation 5 – General obligation of compliance | Insertion of new proviso -KMP, directors, promoter, promoter group or any other other person shall disclose the relevant information to listed entity |
| 5 | Regulation 6- Compliance Officer | Insertion of new proviso – Compliance officer of the Company shall be designated as KMP and one level below the Board |
| 6 | Regulation 7 (3) – Share Transfer Agent | Omission of the requirement to submit compliance certificate to the exchange |
| 7 | Regulation 10 -Filing of Information | Insertion of new sub-regulation- 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.” |
| 8 | Regulation 13(3) –
Grievance Redressal Mechanism. |
Substitution in sub-regulation – The listed entity shall file with the recognized 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.” |
| 9 | Regulation 15- Applicability | Changes in the language |
| 10 | Regulation 16 (1) (c) -Definition | Substitution of income with turnover |
| 11 | Regulation 16 (1) (d) -Definition | CS and CFO shall be substituted by the words and symbols “persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity. |
| 12 | Regulation 17- Board of Directors | Insertion of new proviso after sub-regulation (1A)- Ensure Compliance at the time of appointment and re-appointment of non-executive Directors before attaining the age of 75 Years |
| 13 | Regulation 17(1C)- Board of Directors | Substitution of entire existing sub-regulation |
| 14 | Regulation 17(2)- Board of Directors | Insertion of Financial before year and Consecutive before meetings |
| 15 | Regulation 17(16)(ca)- Board of Directors | Insertion of financial word |
| 16 | Regulation 17(11)- Board of Directors | Insertion of along with the rationale |
| 17 | Regulation 18 (2)(a) -Audit Committee | Insertion of Financial before year and Consecutive before meetings |
| 18 | Regulation 19 (3A)- NRC | Insertion of financial word |
| 19 | Regulation 20 (3A)- SRC | Insertion of financial word |
| 20 | Regulation 21 (3A)- RMC | Insertion of financial word |
| 21 | Regulation 23 (2) (d)- Related Party Transaction | Insertion of new clauses
(e)- Approval from Audit Committee shall not require to pay sitting fees and remuneration who is not a part of promoter or promoter group provided that the same is not material (f )– the Audit Committee may ratify the transactions with in 3 months from the date of transactions |
| 22 | Regulation 23 (3) – Related Party Transaction | Insertion of Subsidiary word |
| 23 | Regulation 23 (5) – Related Party Transaction | Substitution of Government with public sector |
| 24 | Regulation 23 (5) (c) – Related Party Transaction | Insertion of new clauses
(d) – transactions which are in the nature of payment of statutory dues, statutory fees or statutory charges entered into between an entity on one hand and the Central Government or any State Government or any combination thereof on the other hand. (e) – transactions entered into between a public sector company on one hand and the Central Government or any State Government or any combination thereof on the other hand.” |
| 25 | Regulation 23 (9) (b) – Related Party Transaction | Insertion of new proviso
Remuneration and sitting fees paid by the listed entity to its subsidiary or directors or KMP shall not require to disclose except who is part of promoter or promoter group and provided that the same is not material |
| 26 | Regulation 24 (1)- Corporate Governance | Substitution of income with turnover |
| 27 | Regulation 24 (6)- Corporate Governance | Insertion of non-obstante clause
“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.” |
| 28 | Regulation 24 A- Secretarial Audit | (a) Secretarial Auditor is defined as someone who Is Peer Reviewed Company Secretary
(b) Individual as Secretarial Auditor cannot be appointed for more than one term of 5 years; (c) Secretarial Audit firm for not more than two consecutive term of 5 years; (d) Secretarial auditor has to be appointed through approval by the shareholders in the annual general meeting (e) Re-appointment of an individual Company Secretary or a Company Secretary firm after his term of 5 years can be done only after a gap of 5 years from the completion of such term. (f) Secretarial Auditor firm which is being appointed should not have any common partner in the firm of Company Secretaries that has just completed its term. They cannot be appointed for another 5 years; (g) Casual vacancy arising out of death, resignation or removal of a Secretarial Auditor shall be filled in by the Board of Directors within 3 months thereof and they shall hold office until the conclusion of the annual general meeting; (h) Secretarial Auditor should not render any such other services which are not approved by the Board of Directors and should render only such other services that are approved by the Board (i) This provision comes into effect from 1st April, 2025 and any association of a company Secretary with a listed company shall not be counted for the purpose of tenure as per the above provisions; |
| 29 | Regulation 25 (6) – Obligations with respect to independent directors. | An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than 131 three months from the date of such vacancy thereof has bee omitted |
| 30 | Regulation 26 (6) – Obligations w.r.t employees incl Sr. management, 137Key Managerial Personnel, Directors & promoters. | Substitution of first proviso – provides that any employee including KMP, directors, or promoter shall enter into any agreement for himself with any shareholder or third party with regard to compensation or profit sharing in connection with dealings in securities of such company unless prior approval by way of ordinary resolution is taken in the general meeting.
A proviso has been added that all such interested persons involved in the transaction shall abstain from voting on the resolution in the general meeting. In the third proviso – Substitution of forthcoming general meeting with first general meeting Omission of fourth proviso |
| 31 | Regulation 27(2)- Other Corporate Governance Requirements | Substitution of existing clause (a)
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.” Clause (b) has been omitted |
| 32 | Regulation 30 (6) (i)– Disclosure of events or information | Insertion of new proviso
“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.” |
| 33 | Regulation 30 (6) (iii)– Disclosure of events or information | Insertion of new proviso
“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:” |
| 34 | Regulation 30 A – Disclosure requirements for certain types of agreements binding listed entities | The word “Complete details of agreements from the web page has been omitted |
| 35 | Regulation 31 A (2) – Conditions for Re-classification of any person as promoter / public | 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 – has been omitted |
| 36 | Regulation 31 A (3) – Conditions for Re-classification of any person as promoter / public | Substitution of the following clause
|
| 37 | Regulation 33 – Financial Results | Insertion of new clause related to insolvency code |
| 38 | Regulation 34 (1)(a)- Annual Report | Substitution of not later than the day with on or before the |
| 39 | Regulation 36 (1) (b) – Documents & Information to shareholders. | Substitution of “ 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” with “A letter providing the web-link, including the exact path, where complete details of the Annual Report is available” |
| 40 | Regulation 36 (1) (c) – Documents & Information to shareholders. | Substitution of copies with copy |
| 41 | Regulation 36 (5) – Documents & Information to shareholders. | The notice being sent to shareholders for an annual general meeting, where the statutory auditor(s), secretarial auditor (inserted) is/are proposed to be appointed/re-appointed shall include the following disclosures as a part of the explanatory statement to the notice: |
| 42 | Regulation 37 (6) -Draft Scheme of Arrangement & Scheme of Arrangement | Substitution of the following sub-regulation and proviso Scheme of Arrangement exempted the following:
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: |
| 43 | Regulation 39 (2) -Issuance of Certificate | To provide for issue of Letter of Confirmation as against share certificates in the case of duplicate/ sub division/ consolidation/ name change, etc. |
| 44 | Regulation 39 (3) -Issuance of Certificate | Omitted |
| 45 | Regulation 40 (2), (3), (6), (8), (9) and (10) -Transfer or transmission of securities | Omitted |
| 46 | Regulation 42 (2) – Record Date | (a) Substitution of seven with three
(b) Substitution of right issue with corporate actions through scheme of arrangement |
| 47 | Regulation 42 (3) – Record Date | Omitted |
| 48 | Regulation 42 (4) – Record Date | (c) Substitution of thirty with five working |
| 49 | Regulation 42 (5) – Record Date | Omitted |
| 50 | Regulation 44 (4) – Meetings of shareholders and voting | Insertion of new proviso Provided that the requirement to send proxy forms shall not be applicable to general meetings held only through electronic mode. |
| 51 | Regulation 46 (2) (a) –
Website |
Insertion of new clause –
(aa) MOA and AOA (ab)- Brief profile of Board -Presentations prepared for analysts or institutional investors meet post earnings or quarterly calls, should be posted on the website, before the beginning of such events. (oa) 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: “(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: 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:” viii. after clause (za), the following new proviso shall be inserted, namely,- “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.” |
| 52 | Regulation 47-Advertisements in Newspapers. | Substitution of sub regulation (1)
“(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.” |
| 53 | Regulation 47 (2) and (3)- Advertisements in Newspapers. | Omitted |
| 54 | Regulation 50 (3) -Intimation to stock exchange(s). | Insertion of sub-regulation (4)
The disclosures to the stock exchanges shall be made by a listed entity in XBRL format in accordance with the guidelines specified by the stock exchanges from time to time.” |
| 55 | Regulation 52 (2) -Financial Results. | Substitution of Clause (b)
The quarterly financial results submitted shall be approved by the board of directors. (ba) The financial results submitted to the stock exchange shall be signed by the chairperson or managing director, or a whole time director or in the absence of all of them, it shall be signed by any other director of the listed entity who is duly authorized by the board of directors to sign the financial results.” |
| 56 | Regulation 60 – Record Date | Substitution of sub-regulation (1)
The listed entity shall fix a record date as per sub-regulation (7) of regulation 23 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Substitution of sub-regulation (2) Seven with three |
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