TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024
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....e: Provided that sub-regulations VI and XX of regulation 3 of these regulations shall come into force with effect from December 31, 2024. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - I. in regulation 2, in sub-regulation (1), i. clause (k) shall be omitted; ii. in clause (zc), in the first proviso, a) in clause (b) the words "by the listed entity" appearing after the words "the following corporate actions" and before the words "which are uniformly applicable" shall be omitted; b) after clause (c), the following new clauses shall be inserted, namely,- "(d) acceptance of current account deposits and saving account deposits by banks in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time: Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon. (e) retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the....
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....gerial personnel managing its day-to-day affairs." IV. in regulation 7, sub-regulation (3) shall be omitted; V. in regulation 10, after sub-regulation (1), the following new sub-regulation shall be inserted, namely,- "(1A) The Board may enable integrated filing of periodic reports, statements, documents and any other information required to be filed by a listed entity under the Act or the regulations made thereunder in the format and within the timelines as may be specified." VI. in regulation 13, sub-regulation (3), shall be substituted with the following sub-regulation, namely,- "(3) The listed entity shall file with the recognised stock exchange(s) on a quarterly basis a statement detailing the redressal of investor grievances in such form and within the timelines as may be specified by the Board." VII. in regulation 15, i. in sub-regulation (2), a) after the numerals and symbol "26," and before the numerals "27", the numerals, letter and symbol "26A," shall be inserted; b) in clause (a), in the second proviso, I) the words "above regulations" shall be substituted with the words, numerals and symbols "corporate go....
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.... the next general meeting or within a time period of three months from the date of appointment, whichever is earlier: Provided that if such appointment or re-appointment of a person to the board of directors or as a manager is subject to approval of regulatory, government or statutory authorities, then the time taken to receive such approvals shall be excluded for the purposes of this clause: Provided further that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the board of directors or as a Manager is taken at the next general meeting: Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the listed entity. (b) The appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders: Provided that the statement referred to under sub-s....
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.... b) after the words "between any two" and before the word and symbol "meetings.", the word "consecutive" shall be inserted; vi. in sub-regulation (6), in clause (ca), after the words "shall be obtained every" and before the words and symbol "year, in which the", the word "financial" shall be inserted; vii. in sub-regulation (11), after the words "board to the shareholders" and before the words "on each of the specific items", the words "along with the rationale" shall be inserted; X. in regulation 18, in sub-regulation (2), in clause (a), a) after the words "four times in a" and before the words "year and not more than", the word "financial" shall be inserted; b) after the words "shall elapse between two" and before the word and symbol "meetings.", the word "consecutive" shall be inserted; XI. in regulation 19, in sub-regulation (3A), after the words "once in a" and before the word and symbol "year.", the word "financial" shall be inserted; XII. in regulation 20, in sub-regulation (3A), after the words "once in a" and before the word and symbol "year.", the word "financial" shall be inserted; XIII. in regulation 21, in sub-reg....
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.... c) in clause (d), after the words "by the listed entity" and before the words "pursuant to each", the words "or its subsidiary" shall be inserted; iii. in sub-regulation (5), a) in clause (a), the word "government" shall be substituted with the words "public sector"; b) after the existing clause (c), the following new clauses shall be inserted, namely,- "(d) transactions which are in the nature of payment of statutory dues, statutory fees or statutory charges entered into between an entity on one hand and the Central Government or any State Government or any combination thereof on the other hand. (e) transactions entered into between a public sector company on one hand and the Central Government or any State Government or any combination thereof on the other hand." c) the Explanation shall be omitted; iv. in sub-regulation (9), a) in the existing third proviso, the symbol "." appearing after the words, symbol and numerals "with effect from April 1, 2023" shall be substituted with the symbol ":"; b) after the existing third proviso, the following new proviso shall be inserted, namely,- "Pr....
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....clause shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of his or her term; (ii) a Secretarial Audit firm which has completed its term under sub-clause (ii) of this clause, shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of such term: Provided further that as on the date of appointment no Secretarial Audit firm having a common partner or partners to the other Secretarial Audit firm, whose tenure has expired in the listed entity immediately preceding the financial year, shall be appointed as Secretarial Auditor of the same listed entity for a period of five years: Provided further that, nothing contained in these regulations shall prejudice the right of the entity to remove Secretarial Auditor with the approval of its shareholders in its Annual General Meeting or the right of the Secretarial Auditor to resign from such office of the listed entity. (c) The casual vacancy arising out of resignation, death or disqualification of a Secretarial Auditor shall be filled by the board of directors of the listed entity w....
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....ct from April 1, 2025, the Secretarial Compliance Report submitted to the stock exchange(s) on annual basis is signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the conditions mentioned in sub-regulations (1A) and (1B) of this regulation." XVII. in regulation 25, sub-regulation (6) and the proviso thereto shall be omitted; XVIII. in regulation 26, in sub-regulation (6), i. the existing first proviso shall be substituted with the following proviso, namely,- "Provided that all interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting:" ii. in the existing second proviso, a) the words and symbols "subsisting agreement, if any, as on the date of coming into force of this sub-regulation" shall be substituted with the words "any such subsisting agreement that continues subsequent to the listing"; b) the words "in the forthcoming Board meeting" shall be omitted; iii. in the existing third proviso, the words "forthcoming general meeting" shall be substituted with the words "first general meeting held after listing and all i....
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....if all the relevant information, in respect of claims which are made against the listed entity under any litigation or dispute, other than tax litigation or dispute, in terms of sub-paragraph 8 of paragraph B of Part A of Schedule III, is maintained in the structured digital database of the listed entity in terms of provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the disclosure with respect to such claims shall be made to the stock exchange(s) within seventy-two hours of receipt of the notice by the listed entity:" v. after clause (iii), after the provisos, the following new Explanation shall be inserted, namely,- "Explanation: Normal trading hours shall mean time period for which the recognized stock exchanges are open for trading for all investors." XXII. in regulation 30A, in sub-regulation (2), the word "complete" appearing after the words "webpage where the" and before the words "details of such" shall be omitted; XXIII. in regulation 31A, i. sub-regulation (2) and the proviso thereto shall be omitted; ii. in sub-regulation (3), a) the words "to public shall be permi....
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....l not apply in cases: (a) where the promoter(s) seeking reclassification and persons related to the promoter(s) seeking reclassification, together, do not hold more than one percent of the total voting rights in the listed entity; (b) where reclassification is pursuant to a divorce. vii) the listed entity shall notify the stock exchanges within five days of obtaining shareholder approval and effect the reclassification: Provided that the listed entity shall seek approval of the recognized stock exchange for effecting reclassification if there are changes in the facts and circumstances of the case after receipt of no-objection from the recognized stock exchanges." iii. in sub-regulation (5), a) the words "be required to" appearing after the words "it shall" and before the words "make an open" shall be omitted; b) after the words and symbols "(Substantial Acquisition of Shares and Takeovers) Regulations, 2011" and before the symbol ".", the words "and the intention to get reclassified as a promoter shall be disclosed in the letter of offer" shall be inserted; iv. in sub-regulation (8), a) in clause (b), ....
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....pletion of scheme of arrangement shall mean the date on which shares are credited to all eligible shareholders of the listed entity or the transferee entity or the resulting entity in terms of the approved scheme." XXIV. in regulation 33, in sub-regulation (3), i. in clause (a), the symbol "." shall be substituted with the symbol ":"; ii. after clause (a), the following proviso shall be inserted, namely,- "Provided that such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall disclose its financial results within ninety days from the end of the quarter in which such resolution plan was approved, except in case such resolution plan has been approved in the last quarter of a financial year." iii. in clause (d), in the existing first proviso, after the word "Provided" and before the word "that", the word "further" shall be inserted; iv. in clause (d), before the existing first proviso, the following new proviso shall be inserted, namely,- "Provided that a listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been appr....
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....before the words "or receipts or advices", shall be substituted with the words "letter of confirmation"; b) the words "issuance of new certificates" appearing after the words "duplicates thereof or" and before the words "or receipts or advices", shall be substituted with the words "letter of confirmation"; ii. sub-regulation (3) shall be omitted; XXIX. in regulation 40, sub-regulations (2), (3), (6), (8), (9) and (10) shall be omitted; XXX. in regulation 42, i. in sub-regulation (2), a) the word "seven" shall be substituted with the word "three"; b) in the proviso, I) the words "rights issues" shall be substituted with the words and numerals "corporate actions through schemes of arrangement covered under regulation 37"; II) the word "three" shall be substituted with the word "seven"; ii. sub-regulation (3) shall be omitted; iii. in sub-regulation (4), the word "thirty" shall be substituted with the words "five working"; iv. sub-regulation (5) and the proviso thereto shall be omitted; XXXI. in regulation 44, i. in sub-regulation (4), the symbol "." shall be substituted with th....
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....e website of the listed entity for a minimum period of five years and preserved in accordance with clause (b) of regulation 9." vi. in clause (z), the symbol "." shall be substituted with the symbol ";"; vii. after clause (z), the following new clause (za) and proviso shall be inserted, namely,- "(za) Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position of the listed entity, framed in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: Provided that redaction of information under clause (za) above from the Employee Benefit Scheme document shall be approved by the board of directors of the listed entity and shall be in compliance with guidelines as may be specified by the Board:" viii. after clause (za), the following new proviso shall be inserted, namely,- "Provided that for the purpose of compliance with this sub-regulation, the listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made av....
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....rities) Regulations, 2021." ii. in sub-regulation (2), the words "seven" shall be substituted with the word "three"; XXXVII. in Schedule II, in Part E, i. in Paragraph A, a) the existing provision shall be re-numbered as sub-paragraph (i); b) after sub-paragraph (i), the following new sub-paragraph shall be inserted, namely,- "(ii) The listed entities ranked from 1001 to 2000 as per the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 shall endeavour to have atleast one woman independent director on its board of directors." ii. after Paragraph E, the following new paragraphs shall be inserted, namely,- "F. Independent Directors The independent directors of top 2000 listed entities as per market capitalization shall endeavour to hold at least two meetings in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings. G. Risk Management Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in ter....
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....numbered as sub-clause (i); b. the words and symbols "and presentations made by the listed entity to analysts or institutional investors." shall be substituted by symbol ";"; c. after sub-clause (i), the following sub-clause shall be inserted, namely,- "(ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls shall be disclosed to the recognized stock exchanges prior to beginning of such events." d. the existing Explanation shall be renumbered as Explanation I; e. after the existing Explanation the following new Explanation shall be inserted, namely,- "Explanation II: Disclosure of names in the schedule of analysts or institutional investors meet shall be optional for the listed entity." II) the existing clause (b) shall be substituted with the following clause, namely,- "(b) Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner: (i) The audio recordings shall be promptly made available on the we....
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....llowing, namely, - "(17) Fraud or defaults, in terms of paragraph 6 of clause A of Part-A of Schedule III, by a listed entity, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the listed entity, whether occurred within India or abroad;" iii. in Part C, in paragraph A, in sub-paragraph (3), in clause (a), a) the words "and/or cash bonuses" appearing after the words "all dividends" and before the words "recommended or declared" shall be omitted; b) the words "or cash bonus" appearing after the words "pass any dividend" and before the symbol ";" shall be omitted; XXXIX. in schedule V, paragraph C, sub-paragraph (9), clauses (e), (f) and (g) shall be omitted. G. RAM MOHAN RAO, Executive Director [ADVT.-III/4/Exty./758/2024-25] Footnotes: 1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were published in the Gazette of India on 2nd September 2015 vide No. SEBI/LAD-NRO/GN/2015-16/013. 2. The Securities and Exchange Board of India (Listing Obligations and Dis....
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....ities 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 Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/ GN/2018/47. m) March 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019 vide notification no. SEBI/LAD-NRO/GN/2019/07. n) May 7, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification no. SEBI/ LADNRO/ GN/2019/12. o) June 27, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification no. SEBI/ LADNRO/ GN/2019/22. p) July 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2....
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.... and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/55. cc) January 24, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/2022/66. dd) March 22, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022, vide notification No. SEBI/LADNRO/ GN/2022/76. ee) April 11, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2022, vide notification No. SEBI/LADNRO/ GN/2022/79. ff) April 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/80. gg) July 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 202....