SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2023 - SEBI/LAD-NRO/GN/2023/131 - SEBI
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Materiality and disclosure obligations tightened: listed entities must promptly report material events and secure periodic shareholder approvals. The amendments impose strengthened disclosure and governance duties: adopt a defined mainstream media scope; disclose cyber incidents, insider social/mainstream media communications about material events, and regulator communications unless prohibited; apply quantifiable materiality thresholds plus a board-opinion residual test and require a materiality policy. Timelines require prompt disclosure within short statutory windows. Vacancies for Compliance Officer, directors and key managerial personnel must be filled within three months; directors and shareholders' special rights require shareholder ratification at least once every five years. Sale or disposal of whole undertakings needs prior special-resolution approval with public shareholder safeguards. Additional agreement, resignation and sustainability reporting obligations are introduced.
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Provisions expressly mentioned in the judgment/order text.
Materiality and disclosure obligations tightened: listed entities must promptly report material events and secure periodic shareholder approvals.
The amendments impose strengthened disclosure and governance duties: adopt a defined mainstream media scope; disclose cyber incidents, insider social/mainstream media communications about material events, and regulator communications unless prohibited; apply quantifiable materiality thresholds plus a board-opinion residual test and require a materiality policy. Timelines require prompt disclosure within short statutory windows. Vacancies for Compliance Officer, directors and key managerial personnel must be filled within three months; directors and shareholders' special rights require shareholder ratification at least once every five years. Sale or disposal of whole undertakings needs prior special-resolution approval with public shareholder safeguards. Additional agreement, resignation and sustainability reporting obligations are introduced.
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