SUMMARY OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2023 [SEBI LODR]
DEFINITION of MAINSTREAM MEDIA [REG. 2(1)(ra)]
I. Newspapers registered with the Registrar of Newspapers for India;
II. News channels permitted by Ministry of Information and Broadcasting under Government of India;
III. Content published by the publisher of news and current affairs content as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and
IV. Newspapers or news channels or news and current affairs content similarly registered or permitted or regulated, as the case may be, in jurisdictions outside India.
Insertions in Vacancy in office of Directors and Key Managerial Personnel (KMP)
Reg 6(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 3 months from the date of such vacancy.
Reg 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 3 months from the date such vacancy.
Reg 26A(1): Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager shall be filled by the listed entity at the earliest and in any case not later than 3months from the date of such vacancy.
Reg 26A(2): Any vacancy in the office of the Chief Financial Officer shall be filled by the listed entity at the earliest and in any case not later than 3 months from the date of such vacancy.
INSERTION OF REG 17(1D):
With effect from, 01-04-2024, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every 5 years from the date of their appointment or reappointment.
Continuation of the director as on 31.03.2024, without the approval of the shareholders for the last 5 years or more be subject to the approval of shareholders in the 1st general meeting to be held after 31-03-2024.
INSERTION OF REG 27(2)(ba):
Details of Cyber Security Incidents or Breaches or Loss of Data or Documents = shall be disclosed along with the CG Report submitted to the exchanges (Quarterly).
AMENDMENT IN REGULATION 30 – DISCLOSURE OF EVENTS AND INFORMATION
(1) Every Listed Entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material.
(2) Events specified in Para A of Part A of Schedule III are deemed to be material events and listed entity shall make disclosure of such events.
(3) The Listed Entity shall make disclosure of events specified in Para B of Part A of Schedule III, based on application of the guidelines for materiality, as specified in sub regulation (4).
(4) (i) The Listed Entity shall consider the following criteria for determination of materiality of events/ information:
(4)(i)(a)the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
(4)(i)(b)the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date
Reg 30(4)(i)(c): (Substituted)
The omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following:
- 2% of turnover, as per the last audited consolidated financial statements of the Listed Entity;
- 2% of net worth, as per the last audited consolidated financial statements of the Listed Entity,
- 5% of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Listed Entity.
Reg 30(4)(i)(d): (inserted)
- In case where the criteria specified in sub-clauses (a),(b)& (c) is not applicable, an event or information may be treated as being material if board of directors of the listed entity, consider it material.
- Provided that any continuing event or information which becomes material pursuant to notification of these amendment regulations shall be disclosed by the listed entity within Thirty Days from the date of coming into effect of the SEBI(LODR)
(4)(ii) The listed entity shall frame a policy for determination of materiality, based on criteria specified in this sub regulation, duly approved by its board of directors, which shall be disclosed on its website.
Provided that such a policy for determination of materiality shall not dilute any requirement specified under the provisions of these regulations.
(5) The board of directors of the listed entity shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) under this regulation and the contact details of such personnel shall be also disclosed to the stock exchange(s) and as well as on the listed entity’s website.
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