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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....2023/120 dated July 11, 2023 ("Master Circular"). 2. In 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....
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....or any other form and details of the same; h) cost of acquisition and/or the price at which the shares are acquired; i) percentage of shareholding / control acquired 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 turno....
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....ransferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. 2.1. Issuance of securities: a) type of securities proposed to be issued (viz. equity shares, convertibles etc.); b) type of 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): ....
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.... ix. details of redemption of preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures; h) any cancellation or termination of proposal for issuance of securities including reasons thereof. 2.2. Split/consolidation of shares: a) split/consolidation ratio; b) rationale behind the split/consolidation; c) pre and post share capital - authorized, paid-up and subscribed; d) expected time of completion; e) class of shares which are consolidated 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: ....
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....eof; 4.3. the decision on buyback of securities; 4.4. the decision with respect to fund raising proposed to be undertaken; 4.5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares would be credited/dispatched; 4.6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; 4.7. short particulars of any other alterations of capital, including calls; 4.8. financial results; 4.9. decision on voluntary delisting by the listed entity from 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 termin....
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....e disclosed in terms of any other provisions of these regulations: a) if the listed entity is a party to the agreement, i. details of the counterparties (including name and relationship with the listed entity); b) if listed entity is not a party to the agreement, i. name of the party entering into such an agreement and the relationship with the listed entity; ii. details of the counterparties to the agreement (including name and relationship with the listed entity); iii. date of entering into the agreement. c) purpose of entering into the agreement; d) shareholding, if any, in the entity with whom the agreement is executed; e) significant terms of the agreement (in brief); f) extent and the nature of 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 ....
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..... disclosure of relationships between directors (in case of appointment of a director). 7A. As specified in sub-para 7A of Para A of Part A of Schedule III of LODR Regulations. 7B. As specified in sub-para 7B of Para A of Part A of Schedule III of LODR Regulations. 7C. As specified in sub-para 7C of Para A of Part A of Schedule III of LODR Regulations. 7D. As specified in sub-para 7D of Para A of Part A of Schedule III of LODR Regulations. 8. Appointment or discontinuation of share transfer agent: 8.1. reason for appointment or discontinuation; 8.2. date on which above would become effective. 9. As specified in sub-para 9 of Para A of Part A of Schedule III of LODR Regulations. 10. One time settlement (OTS) with a Bank: 10.1. reasons for opting for OTS; 10.2. brief summary of the OTS. 11. Winding-up petition filed by any party / creditors: 11.1. reasons for such a petition; 11.2. impact 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 ....
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....s of consideration paid / received in agreement / JV; vii. significant terms and conditions of agreement / JV in brief; viii. whether the acquisition would fall within related party transactions and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length"; ix. size of the entity(ies); x. rationale and benefit expected. b) In the event that any such arrangement is called off for any reason, the same shall be disclosed along with the reasons for calling off the proposal. 2.2. Adoption of new line(s) of business: a) industry or area to which the new line of business belongs to; b) expected benefits; c) estimated amount to be invested. 2.3. Closure of operations of any unit, division or subsidiary (in entirety or in piecemeal): a) date of such binding agreement, if any, entered for sale of such unit/division, if any; b) amount & percentage of turnover or revenue or income and net worth of the listed entity contributed by such unit or division during the l....
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....y interest in the entity that awarded the order(s)/contract(s)? If yes, nature of interest and details thereof; i) whether the order(s)/contract(s) would fall within related party transactions? If yes, whether the same is done at "arm's length". 4.3. Amendment or termination of orders/contracts: a) name of parties to the order(s)/contract(s); b) nature of the order(s)/contract(s); c) date of execution of the order(s)/contract(s) d) details of amendment or reasons for terminations and impact thereof (to the extent possible); 5. Agreements (viz. loan agreement(s) or any other agreement(s) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof: Only important terms and conditions which may be as under needs to be disclosed: a) name(s) of parties with whom the agreement is entered; b) purpose of entering into the agreement; c) size of agreement; d) shareholding, if any, in the entity with whom the agreement is executed; e) significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share ....
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....e, financials of the entity. 7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity. 8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity: The listed entity shall notify the stock exchange(s) upon it or its director or its key management personnel or its senior management or its promoter or its subsidiary becoming party to any litigation, assessment, adjudication, arbitration or dispute in conciliation proceedings or upon institution of any litigation, assessment, adjudication, arbitration or dispute including any ad-interim or interim orders passed against or in favour of the listed entity, the outcome of which can reasonably be expected to have an impact. In case the amount involved in ongoing litigations or disputes with an opposing party become material on a cumulative basis, then the same shall also be required to be disclosed to the stock exchange(s). 8.1. At the time of becoming the party: a) brief details of litigation viz. name(s) of the opposing party, court/ tribunal/agency where litigation is filed, brief details of dispute/litigation; b) exp....
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....cellation or exercise of such options; n) diluted earnings per share pursuant to issue of equity shares on exercise of options. 11. Giving of guarantees or indemnity or becoming a surety, by whatever name called, for any third party: a) name of party for which such guarantees or indemnity or surety was given; b) whether the promoter/ promoter group/ group companies have any interest in this transaction? If yes, nature of interest and details thereof and whether the same is done at "arm's length"; c) brief details of such guarantee or indemnity or becoming a surety viz. brief details of agreement entered (if any) including significant terms and conditions, including amount of guarantee; d) impact of such guarantees or indemnity or surety on listed entity. The above details for giving of guarantees or indemnity or becoming a surety, by whatever name called, including comfort letter, side letter, etc., shall also be required to be disclosed in case the amount involved in terms of outstanding guarantees, indemnity or surety for a third party become material on a cumulative basis. 12. Granting, withdrawal, surrender, cancellation or ....
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....from within the listed entity. Further, disclosure with respect to events for which timelines have been specified in Part A of Schedule III of the LODR Regulations shall be made within such timelines. 2. In order to bring clarity in the above timelines for disclosure of material events or information, the timeline for disclosure of events specified in Part A of Schedule III of the LODR Regulations is given in the table below: Table I: Timeline for disclosure of events specified in Part A of Schedule III of the LODR Regulations Para / sub-para Events Timeline for disclosure A Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30): 1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in the associate company of the listed entity or any other restructuring. Within 12 hours * 2. Issuance or forfeiture of securities, split or cons....
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....ement, promoter or director whether occurred within India or abroad. Within 24 hours 7. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), senior management, Auditor and Compliance Officer. Within 12 hours * (except in case resignation); Within 24 hours (in case of resignation) 7A. In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor. Timeline as specified in sub-para 7A of Para A of Schedule III. 7B. Resignation of independent director including reasons for resignation. Timeline as specified in sub-para 7B of Para A of Schedule III. 7C. Letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance Officer or director. Timeline as specified in sub-para 7C of Para A of Schedule III. 7D. In case the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any ro....
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....ntity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity. Within 24 hours 19. Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) search or seizure; or (b) re-opening of accounts under section 130 of the Companies Act, 2013; or (c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; Within 24 hours 20. Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) suspension; (b) Imposition of fine or penalty; (c) settlement of proceedings; (d) debarment; (e) disqualification; (f) closure of operations; (g) sanctions imposed; (h) warning or cau....
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....atory approvals. Within 24 hours 13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority. Within 12 hours * C. Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities. Within 24 hours D. Without prejudice to the generality of para (A), (B) and (C) above, the listed entity may make disclosures of event/information as specified by the Board from time to time. Timeline as specified by the Board. * Note: In case the event or information emanates from a decision taken in a meeting of board of directors, the same shall be disclosed within thirty minutes from the closure of such meeting as against the timeline indicated in the table above. ....
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....by the Board of Directors, pending Shareholder's approval. In case in-principle approval or approval to explore (which is not final approval) is given by the Board of Directors, the same shall not require disclosure under regulation 30 of the LODR Regulations. 2.2. In the latter, the events/information can be said to have occurred when a listed entity becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties. Here, the term 'officer' shall have the same meaning as defined under the Companies Act, 2013 and shall also include promoter of the listed entity. 3. Notwithstanding the above, listed entities shall confirm, deny or clarify any reported event or information in the mainstream media in terms of regulation 30(11) of the LODR Regulations. ANNEXURE IV GUIDANCE ON THE CRITERIA FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION 1. The criteria for determination of materiality of events / information is specified in regulation 30(4) of the LODR Regulations. One of the criteria is that the omission of an event or info....