TaxTMI 
TaxTMI 
TaxTMI 
Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
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....n order to bring more transparency and to ensure timely disclosure of material events / information by listed entities, the proposal to amend LODR Regulations was deliberated by the Primary Market Advisory Committee (PMAC) of SEBI and subsequently placed for public consultation for comment. Based on the above, pursuant to approval by the Board, amendments to the LODR Regulations were notified (link). 3. Accordingly, this circular consists of four annexures with respect to disclosure requirements under regulations 30 and 30A (inserted by the aforesaid amendment) of the LODR Regulations which are given below: i. ANNEXURE I specifies the details that need to be provided while disclosing events given in Part A of Schedule III (Annexure 18 to the Master Circular). ii. ANNEXURE II specifies the timeline for disclosing events given in Part A of Schedule III. iii. ANNEXURE III provides guidance on when an event / information can be said to have occurred (Annexure 19 to the Master Circular). iv. ANNEXURE IV provides guidance on the criteria for determination of materiality of events / information. 4. The Master Circular stands partially modified by this circular as specified in su....
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....red and / or number of shares acquired; j) brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); 1.2. Amalgamation/ Merger: a) name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.; b) whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; c) area of business of the entity(ies); d) rationale for amalgamation/ merger; e) in case of cash consideration - amount or otherwise share exchange ratio; f) brief details of change in shareholding pattern (if any) of listed entity. 1.3. De-merger: a) brief details of the division(s) to be demerged; b) turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year; c) rationale for demerger; d) brief details of change in shareholding pattern (if any) of all entities; e) i....
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.... issuance (further public offering, rights issue, depository receipts (ADR/GDR), qualified institutions placement, preferential allotment etc.); c) total number of securities proposed to be issued or the total amount for which the securities will be issued (approximately); d) in case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s): i. names of the investors; ii. post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors; iii. in case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument; e) in case of bonus issue the listed entity shall disclose the following additional details to the stock exchange(s): i. whether bonus is out of free reserves created out of profits or share premium account; ii. bonus ratio; iii. details of share capital - pre and post bonus issue; iv. free reserves and/ or share premium required for implementing the bonus issue; v. free reserves and/ or share premium available for capitalization and the date as on which such balance is available;....
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....nsolidated or subdivided; f) number of shares of each class pre and post split or consolidation; g) number of shareholders who did not get any shares in consolidation and their pre-consolidation shareholding. 2.3. Buy back of securities: a) number of securities proposed for buyback; b) number of securities proposed for buyback as a percentage of existing paid up capital; c) buyback price; d) actual securities in number and percentage of existing paid up capital bought back; e) pre & post shareholding pattern. 2.4. Any restriction on transferability of securities: a) authority issuing attachment or prohibitory orders; b) brief details and reasons for attachment or prohibitory orders; c) name of registered holders against whom restriction on transferability has been placed; d) total number of securities so affected; e) distinctive numbers of such securities if applicable; f) period for which order would be applicable (if stated). 2.5. Any action, which will result in alteration of the terms or structure of any existing securities, including, but not limited to: a) forfeiture of shares; b) reissue of forfeited shares or securities, or....
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....rom stock exchange(s); The intimation of outcome of meeting of the board of directors shall also contain the time of commencement and conclusion of the meeting. 5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof: 5.1. name(s) of parties with whom the agreement is entered; 5.2. purpose of entering into the agreement; 5.3. shareholding, if any, in the entity with whom the agreement is executed; 5.4. significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; 5.5. whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; 5.6. whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; 5.7.....
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....impact on management or control of the listed entity; g) details and quantification of the restriction or liability imposed upon the listed entity; h) whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; i) whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; j) in case of issuance of shares to the parties, details of issue price, class of shares issued; k) any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; l) in case of rescission, amendment or alteration, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier); v. reasons for rescission and impact thereof (including impact on m....
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....of such petition on listed entity. 12. Issuance of notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity and the following: 12.1. date of notice/call letters/resolutions etc.; 12.2. brief details viz. agenda (if any) proposed to be taken up, resolution to be passed, manner of approval proposed etc. 13. Proceedings of annual and extraordinary general meetings of the listed entity and the following details in brief: 13.1. date of the meeting; 13.2. brief details of items deliberated and results thereof; 13.3. manner of approval proposed for certain items (e-voting etc.). 14. Amendments to memorandum and articles of association of listed entity, in brief. 15. As specified in sub-para 15 of Para A of Part A of Schedule III of LODR Regulations. 16. As specified in sub-para 16 of Para A of Part A of Schedule III of LODR Regulations. 17. As specified in sub-para 17 of Para A of Part A of Schedule III of LODR Regulations. 18. As specified in sub-para 18 of Para A of Part A of Schedule III of LODR Regulations. 19. As specified in sub-para 19 of Para ....
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.... percentage of turnover or revenue or income and net worth of the listed entity contributed by such unit or division during the last financial year; c) date of closure or estimated time of closure; d) reasons for closure. 3. Capacity addition or product launch 3.1. Capacity addition: a) existing capacity; b) existing capacity utilization; c) proposed capacity addition; d) period within which the proposed capacity is to be added; e) investment required; f) mode of financing; g) rationale. 3.2. Product launch: a) name of the product; b) date of launch; c) category of the product; d) whether caters to domestic/ international market; e) name of the countries in which the product is launched (in case of international). 4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts, not in the normal course of business: 4.1. Awarding of order(s)/contract(s): Only important terms and conditions which may be as under needs to be disclosed: a) name of the entity to which order(s)/contract(s) is awarded; b) whether order(s) / contract(s) is awarded to domestic/ international entity c) significant terms....
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...., the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; g) whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; h) in case of issuance of shares to the parties, details of issue price, class of shares issued; i) in case of loan agreements, details of lender/borrower, nature of the loan, total amount of loan granted/taken, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders / by the borrowers for such loan or in case outstanding loans lent to a party or borrowed from a party become material on a cumulative basis; j) any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; k) in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details ....
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....r any development in relation to such proceedings; b) in the case of litigation against key management personnel or its promoter or ultimate person in control, regularly provide details of any change in the status and / or any development in relation to such proceedings; c) in the event of settlement of the proceedings, details of such settlement including - terms of the settlement, compensation/penalty paid (if any) and impact of such settlement on the financial position of the listed entity. 9. Frauds or defaults by employees of the listed entity which has or may have an impact on the listed entity: 9.1. At the time of unearthing of fraud or occurrence of the default/arrest: a) nature of fraud/default/arrest; b) estimated impact on the listed entity; c) time of occurrence; d) person(s) involved; e) estimated amount involved (if any); f) whether such fraud has been reported to appropriate authorities. 9.2. Subsequently intimate the stock exchange(s) further details regarding the fraud/default including: a) actual amount involved in the fraud /default (if any); b) actual impact of such fraud /default on the listed entity and its financials; c)....
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....e) on the listed entity and penalty, if any; e) period for which such approval/license is/was valid; f) Subsequently, the listed entity shall inform the stock exchange(s), the actual impact (monetary or otherwise) along with corrective actions taken by the listed entity pursuant to the withdrawal, cancellation or suspension of the key license/ approval. 13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority: a) name of the authority; b) details of fines, penalties, dues, etc. including amount; c) due date of payment; d) reasons for delay or default in payment; e) impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible. In addition to the above, details of payment including date of payment and amount paid shall be disclosed upon payment of the fines, penalties, dues, etc. C. Details which a listed entity need to disclose in terms of Para C of Part A of Schedule III of LODR Regulations. ANNEXURE II TIMELINE FOR DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III OF THE LODR REGULATIONS 1. Regulation 30(6) of ....
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....ent(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof. Within 12 hours * (for agreements where listed entity is a party); Within 24 hours (for agreements where listed entity is not a party). 5A. Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements: Provided that such agreements entered into b....
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.... circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity. Within 12 hours * 13. Proceedings of annual and extraordinary general meetings of the listed entity. Within 12 hours * 14. Amendments to memorandum and articles of association of listed entity, in brief. Within 12 hours * 15. (a) Schedule of analysts or institutional investors meet and presentations made by the listed entity to analysts or institutional investors. (b) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means. Timeline as specified in sub-para 15 of Para A of Schedule III. 16. Events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code. Within 24 hours 17. Initiation of Forensic audit: In case of initiation of forensic audit, (by whatever name called), the following disclosures shall be made to the stock exchanges by listed entities: (a) The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the sam....
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....facturing, or marketing tie-up; or (ii) adoption of new line(s) of business; or (iii) closure of operation of any unit, division, or subsidiary (entirety or piecemeal) Within 12 hours * 3. Capacity addition or product launch. Within 12 hours * 4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business. Within 24 hours 5. Agreements (viz. loan agreement(s) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof. Within 12 hours * (for agreements where listed entity is a party); Within 24 hours (for agreements where listed entity is not a party). 6. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc. Within 24 hours 7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity. Within 24 hours 8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity. Within....
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....n sub-regulation (4) of LODR Regulations, any continuing event or information which becomes material pursuant to the notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 shall be disclosed by the listed entity within thirty days from the date of coming into effect of the amendment regulations, i.e., by August 14, 2023. ANNEXURE III GUIDANCE ON WHEN AN EVENT / INFORMATION CAN BE SAID TO HAVE OCCURRED FOR DISCLOSURES UNDER REGULATION 30 OF THE LODR REGULATIONS 1. The listed entity may be confronted with the question as to when an event/information can be said to have occurred for making disclosures under regulation 30 read with Schedule III of the LODR Regulations. 2. In certain instances, the answer to above question would depend upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required viz. in case of natural calamities, disruptions etc., the answer to the above question would depend upon the timing when the listed entity became aware of the event/information. 2.1. In the former, the events/informat....