TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.
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....Requirements) (Amendment) Regulations, 2018. 2. Save as otherwise specifically provided for in these regulations, they shall come into force with effect from April 1, 2019. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, - (a) in regulation (2), in sub-regulation (1), in clause (zb), - i. the following proviso shall be inserted after the definition and before the existing proviso, namely, - "Provided that any person or entity belonging to the promoter or promoter group of the listed entity and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party." ii. in the existing proviso, which shall be renumbered as the second proviso, the word "further" shall be inserted after the word "Provided" and before the word "that". (b) in regulation 15, in sub-regulation (2) as well as in the proviso to clause (b) of sub-regulation (2), the figure "17A" shall be inserted after the figure "17" and the figure "24A" be inserted after the figure "24". (c) in regulation (16), in sub-regulation (1), - i. in clause (b), - ....
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....ssed 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." iii. after the newly inserted sub-regulation (1A) as above, the following new sub-regulation shall be inserted, namely, - "(1B). With effect from April 1, 2020, the top 500 listed entities shall ensure that the Chairperson of the board of such listed entity shall - (a) be a non-executive director; (b) not be related to the Managing Director or the Chief Executive Officer as per the definition of the term "relative" defined under the Companies Act, 2013: Provided that this sub-regulation shall not be applicable to the listed entities which do not have any identifiable promoters as per the shareholding pattern filed with stock exchanges. Explanation - The top 500 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year." iv. after the existing sub-regulation (2), the following new sub-regulation shall be inserted, namely, - "(2A) The quorum for every meeting of the board of directors of t....
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....gement: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate." vii. after the existing sub-regulation 10, the following new sub-regulation shall be inserted, namely,- "11. The statement to be annexed to the notice as referred to in sub-section (1) of section 102 of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders on each of the specific items." (e) after the existing regulation 17, the following new regulation shall be inserted, namely, - "17A. Maximum number of directorships. The directors of listed entities shall comply with the following conditions with respect to the maximum number of directorships, including any alternate directorships that can be held by them at any point of time - (1) A person shall not be a director in more than eight listed entities with effect from April 1, 2019 and in not more than seven listed entities with effect from April 1, 2020: Provided that a person shall not serve as an independent director in more....
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.... figure "500". (i) in regulation 23, - a. in sub-regulation (1), the words "including clear threshold limits duly approved by the board of directors and such policy shall be reviewed by the board of directors at least once every three years and updated accordingly" shall be inserted after the words "related party transactions" and before the symbol ":". b. after sub-regulation (1), the following new sub-regulation shall be inserted, namely,- "(1A) Notwithstanding the above, a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity." c. in sub-regulation (4), the words "the related parties shall abstain from voting on" shall be substituted with the words "no related party shall vote to approve". d. in sub-regulation (7), the words "abstain from voting" shall be substituted with the words "not vote to ap....
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....ting of the board in which he participates as a director and thereafter at the first meeting of the board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. (9) The board of directors of the listed entity shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same. (10) With effect from October 1, 2018, the top 500 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance ('D and O insurance') for all their independent directors of such quantum and for such risks as may be determined by its board of directors." ....
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.... exchange and publish on its website- (a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders; (b) in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting." The amendment at clause (q) shall be applicable in respect of the Annual report filed for the year ended March 31, 2019 and thereafter. (r) in regulation 36, - i. in sub-regulation (1), in clause (a), the words " for the purpose" shall be omitted and the words "either with the listed entity or with any depository" shall be inserted. The amendment at clause (r)(i) shall be applicable in respect of the Annual report filed for the year ended March 31, 2019 and thereafter. ii. after the existing sub-regulation (3), the following new sub-regulations shall be inserted, namely, - "(4) The disclosures made by the listed entity with immediate effect from date of notification of these amendments- (a....
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....tstanding instruments, updated immediately as and when there is any revision in any of the ratings. (s) separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year." (u) in Schedule II, - a. in Part C, in clause A, after the existing sub-clause (20), the following new sub-clause shall be inserted, namely, - "(21) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision." b. in Part D, - i. in clause A, after the existing sub-clause (5), the following new sub-clause shall be inserted, namely, - "(6) recommend to the board, all remuneration, in whatever form, payable to senior management." ii. the contents under clause B shall be substituted with the follow....
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....d entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above." (w) in Schedule IV, in Part A, in clause BB, the existing sub-clauses (i) and (ii) thereunder shall be substituted with the following, namely,- "i. The management shall mandatorily make an estimate which the auditor shall review and report accordingly. ii. Notwithstanding the above, the management may be permitted to not provide estimate on matters like going concerns or sub-judice matters; in which case, the management shall provide the reasons and the auditor shall review the same and report accordingly." (x) in Schedule V, - a. in Part A dealing with 'Related Party Disclosure', after the existing clause 2, the following new clause shall be inserted, namely,- "(2A) Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results." b. in Part B dealing with 'Management Discussion and Analysis', in clause 1, after the existing ....
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....ntity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad." iii. in clause (10), after the existing sub-clause (g), the following new sub-clauses shall be inserted, namely, - "(h) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A). (i) a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. (j) where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof: Provided that the clause shall only apply where recommendation of / submission by the committee is required for the approval of the Board of Directors ....