TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021.
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....d Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,- I. In regulation 2, i. in sub-regulation (1), a. the words, figures and symbols "Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009", wherever it occurs, shall be substituted with the words, figures and symbols "Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018". b. in clause (r), the letters and symbols "(a)" and "106N" shall be substituted with the letters and symbol "(ee)" and "2", respectively. c. in clause (v), the letter and symbol "(x)" shall be substituted with the letters and symbol "(kk)". d. in clause (w), the letters and symbol "(za)" and "(zb)" shall be substituted with the letters and symbol "(oo)" and "(pp)", respectively. e. in clause (zi), the letters "XB" shall be substituted with the letters "IX". f. in clause (zj), the letters and symbol "(c)" and "(106N)" shall be substituted with the letters and symbol "(ddd)" and "2", respectively. g. in clause (zl), the letters and symbol (zj) shall be substituted with letters and symbol "(eee)". h. after ....
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....llowing new proviso shall be inserted, namely, - "Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years." e. in clause (b), the word "the" appearing before the words "listed entity" shall be substituted with the word "a". f. under clause (b), the proviso shall stand omitted with effect from September 01, 2021. VII. in regulation 17A, the paragraph after clause (2) shall be converted as "Explanation" and the word "sub-regulation" in the paragraph shall be substituted with the word "regulation". VIII. in regulation 18, in sub-regulation (1), in clause (d), the symbol and word "/she" shall be inserted after the word "he". IX. In regulation 21, i. the existing sub-regulation (2) shall be substituted with the following, namely, - "The Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director and in case of a listed entity h....
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....on shall be inserted, namely, - "(2) 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." XIII. in regulation 25, i. in sub-regulation (3), the word "financial" shall be inserted after the words "meeting in a" and before the word "year". ii. in sub-regulation (5) and in sub-regulation (8), wherever applicable, the symbol and word "/her" shall be inserted after the word "his" and the symbol and word "/she" shall be inserted after the word "he". XIV. in regulation 26, i. in sub-regulation (1), the symbol and word "/she" shall be inserted after the word "he". ii. in sub-regulation (6), the symbol and word "/herself" shall be inserted after the word "himself". iii. sub-regulation (4) shall be omitted. XV. in regulation 27, in sub-regulation (2), in clause (a), the word "fifteen" shall be substituted with the words "twenty one" and the words "close of the" shall be substituted with the words "the end of each". XVI. in regulation 29, in sub-regulation (1), in clause (f), the words "where such proposal is communicated to the board of directors of the listed en....
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....clause (b), the symbol and word "/she" shall be inserted after the word "he". iii. sub-regulation (9) shall be substituted with the following, namely, - "(9) The provisions of sub-regulations (3), (4) and clauses (a) and (b) of sub-regulation (8) of this regulation shall not apply if reclassification of promoter(s) is as per the resolution plan approved under section 31 of the Insolvency Code or pursuant to an order of a Regulator under any law subject to the condition that such promoter(s) seeking reclassification shall not remain in control of the listed entity." iv. after sub-regulation (9), a new sub-regulation shall be inserted, namely,- "(10) In case of reclassification pursuant to an open offer or a scheme of arrangement, the provisions of clause (a) of sub-regulation (3) and clauses (a) and (b) of sub-regulation (8) of this regulation shall not apply if the intent of the erstwhile promoter(s) to reclassify has been disclosed in the letter of offer or scheme of arrangement: Provided that the provisions of clause (c)(i) of sub-regulation (3) of this regulation shall not apply in case of reclassification pursuant to an open offer." XIX. in regulation 32, i. in su....
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.... wherever it appears, shall be substituted with the word "the". ii. in sub-regulation (3) and in the proviso under sub-regulation (3), the words "Observation letter or" and the words and symbol "'Observation Letter' or" shall be omitted. XXIV. in regulation 38, the words "Institutional Trading Platform" shall be substituted with the words "Innovators Growth Platform". XXV. in regulation 40, in sub-regulation (9), the words "one month of" shall be substituted with the words "thirty days from" and the words "each half of" shall be omitted. XXVI. in regulation 43A, i. in sub-regulation (1), the words "five hundred" shall be substituted with the figures "1000" and the words "in their annual reports and on their websites" shall be substituted with the words "on the website of the listed entity and a web-link shall also be provided in their annual reports". ii. sub-regulation (3) shall be substituted with the following, namely, - "(3) The listed entities other than those specified at sub-regulation (1) of this regulation may disclose their dividend distribution policies on a voluntary basis on their websites and provide a web-link in their annual reports." XXVII. in regul....
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....corporated outside India- (a) where such subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such subsidiary is placed on the website of the listed entity; (b) where such subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed entity may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website." d) after the new proviso to clause (s), the following new clauses shall be inserted, namely, - "(t) secretarial compliance report as per sub-regulation (2) of regulation 24A of these regulations; (u) disclosure of the policy for determination of materiality of events or information required under clause (ii), sub-regulation (4) of regulation 30 of these regulations; (v) disclosure of contact details of key managerial pe....
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....ness continuity plan. (2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; (4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; (6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors." iv. in Part E, at Paragraph A, the symbol and word "/her" shall be inserted after the word "his". XXXIV. In Schedule III, i. in Part A, in Paragraph A, in clause 4, the following shall be inserted after....
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....ii. in Paragraph C, clause (5) shall be substituted with the following, namely, - "(5) Stakeholders' relationship committee (a) name of the non-executive director heading the committee; (b) name and designation of the compliance officer; (c) number of shareholders' complaints received during the financial year; (d) number of complaints not solved to the satisfaction of shareholders; (e) number of pending complaints." iii. in Paragraph C, after clause (5) a new clause shall be inserted, namely, - "(5A) Risk management committee: (a) brief description of terms of reference; (b) composition, name of members and chairperson; (c) meetings and attendance during the year;" iv. in Paragraph C, clause (6) shall be substituted with the following, namely, - "(6) Remuneration of directors (a) all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity; (b) criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity's website and reference drawn thereto in the annual report; (c) disclosures with respect to remuneration: in addition to disclosures required und....
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.... by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/38. g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/10. h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/ GN/2018/13. i) June 1, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/GN/2018/21. j) June 8, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/ GN/2018/24. k) September 6, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/ GN/2018/30. l) November 16, 2018 by the Securities and Exchange Boa....