TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024
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....tions 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 terms which are uniformly applicable/offered to all employees and directors:" ii....
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....b-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 governance provisions as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V"; II) the words "or" appearing after the words "equity share capital....
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....l 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-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the board of directors for recommending such a person for appointment or re-appoi....
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....tionale" 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-regulation (3A), after the words "twice in a" and before the word and symbol "year.", the word "financial" shall be inserted; XIV. in regulation 23, i. in sub-regulation (2), in the second proviso, after clause (d) and the Explanation thereto, the following new clauses and the proviso shall be inserted: "(e) remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall ....
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....n 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,- "Provided further that the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require disclosure under this sub-regulation provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation." XV. in regulation 24, i. in sub-regulation (1), in the Explanation, the word "income" wherever appearing shall be substituted with the word "turnover"; ii. in sub-regulation (6), the symbol "." shall be substituted with the symbol ":"; iii. after sub-regulation (6), the following non-o....
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....hall 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 within a period of three months and the secretarial auditor so appointed shall hold office till the conclusion of the next annual general meeting." ii. after sub-regulation (1), the following new sub-regulations shall be inserted, namely,- "(1A) Eligibility, Qualifications and Disqualifications of Secretarial Auditor: (a) A person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board: Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be Secretarial Auditor of the listed entity. (b) Where a firm including a limited liability partners....
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....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 interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting"; iv. the existing fourth proviso shall be omitted; XIX. in regulation 26A, after the existing sub-regulation (2) and the provisos thereto, the following new sub-regulation shall be inserted, namely,- "(3) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager or Chief Financial Officer of such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval: Provided that, in the interim, such listed entity shall have not less than one full-time key managerial personnel managing its day-to-day affairs." XX. in regulation 27, in sub-regulation (2), i. the existing clause (a), shall be substituted with the following clause, namely,- "(a) The listed....
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....2) and the proviso thereto shall be omitted; ii. in sub-regulation (3), a) the words "to public shall be permitted by the stock exchanges only upon satisfaction of" appearing after the words "status of a promoter" and before the words "the following conditions", shall be substituted with the words and symbols ", including promoter group, shall be subject to"; b) clause (a) shall be substituted by the following clause, namely,- " (a) Fulfilment of the following requirements: (i) the promoter(s) seeking reclassification shall make a request for reclassification to the listed entity along with a rationale for the request and a description as to how the conditions specified in clause (b) of this sub-regulation (3) are satisfied; (ii) the board of directors of the listed entity shall analyze such request which is compliant with the conditions specified in clause (b) of sub-regulation (3) and provide their views in the immediate next board meeting or within two months from the date of receipt of the request from its promoter(s), whichever is earlier; (iii) the listed entity shall submit an application seeking no-objection of the recognized stock exchange for such reclassifi....
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....shall be substituted by the word "outcome"; b) in clause (c), i. after the words "submission of application" and before the words "for reclassification of status", the words "seeking no-objection or approval of the recognized stock exchanges" shall be inserted; ii. the word and symbol "promoter/" shall be omitted; c) after clause (d), the following new clause shall be inserted, namely,- "(e) approval of shareholders on the request of the promoters seeking reclassification as public within the timelines specified in sub-regulation (3) of regulation 44." v. the existing sub-regulation (9) shall be substituted with the following sub-regulation, namely,- "(9) The provisions of sub-regulations (3), (4) and (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 - (a) such promoter(s) shall not remain in control of the listed entity; (b) disclosure of the resolution plan or order of the Regulator within twenty-four hours along with an intimation that such promoter(s) would cease to be part of ....
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....use (a), the words "not later than the day of" shall be substituted with the words "on or before the"; XXVI. in regulation 36, i. in sub-regulation (1), a) in clause (b), the words, symbols and numerals "Hard copy of statement containing the salient features of all the documents, as prescribed in Section 136 of Companies Act, 2013 or rules made thereunder" shall be substituted with the words and symbols "A letter providing the web-link, including the exact path, where complete details of the Annual Report is available"; b) in clause (c), I) the word "copies" shall be substituted with the word "copy"; II) the word "reports" shall be substituted with the word "report"; ii. sub-regulation (2) shall be omitted; iii. in sub-regulation (5), a) after the words and symbols "statutory auditor(s)" and before the words and symbol "is/are proposed to be", the words "or Secretarial Auditor" shall be inserted; b) in clause (a), after the words and symbols "statutory auditor(s)" and before the words "along with terms of appointment", the words "or Secretarial Auditor" shall be inserted; c) in clause (b), after the words and symbols "statutory auditor(s)" and before the words ....
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....tion; (ab) Brief profile of board of directors including directorship and full-time positions in body corporates;" ii. the existing provision in clause (o) shall be renumbered as sub-clause (i); iii. in the existing clause (o), the words and symbols "and presentations made by the listed entity to analysts or institutional investors." shall be substituted by symbol ";"; iv. in clause (o), 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 prior to beginning of such events." v. the existing clause (oa) and the proviso thereto shall be substituted with the following clause (oa) and proviso, namely,- "(oa) 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 website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier; ii. the video recording....
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....sed by the auditor, is accessible to the investors: Nothing provided under this regulation shall preclude a listed entity from publishing, if it so chooses, the financial results in terms of regulation 33 along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor in the newspaper as per the format specified within 48 hours of conclusion of the meeting of the board of directors at which the financial results were approved." ii. sub-regulations (2) and (3) and the proviso thereto shall be omitted; XXXIV. in regulation 50, after sub-regulation (3), the following sub-regulation (4) shall be inserted, namely, - "(4) The disclosures to the stock exchanges shall be made by a listed entity in XBRL format in accordance with the guidelines specified by the stock exchanges from time to time." XXXV. in regulation 52, in sub-regulation (2), i. clause (b) shall be substituted with the following, namely, - "(b) The quarterly financial results submitted shall be approved by the board of directors." ii. after clause (b) and before clause (c), the following clause (ba) shall be inserted, namely, - "(ba) The financial results submitted to the stock exchange....
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....gating to five percent or more of the shares or voting rights in an unlisted company and any change in holding from the last disclosure made under this proviso exceeding two per cent of the total shareholding or voting rights in the said unlisted company shall be disclosed on a quarterly basis in the format as may be specified." 2. in sub-paragraph 4, I) the words and symbols ", within 30 minutes of the closure of the meeting," shall be substituted with the words "the outcome of meetings of the board of directors"; II) in clause a), the words and symbol "and/or cash bonuses" shall be omitted; III) in clause d), after the words "proposed to be undertaken", the words and symbols "including by way of issue of securities (excluding security receipts, securitized debt instruments or money market instruments regulated by the Reserve Bank of India), through further public offer, rights issue, American Depository Receipts/ Global Depository Receipts/ Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method;" shall be inserted; IV) the proviso shall be omitted; 3. in sub-paragraph 6, after the existing Explanation 2....
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....ufacturing practices, recruitment practices, supply chain process including procurement or other similar matters that would not require any revision to the financial statements disclosed by the listed entity." 6. in sub-paragraph 20, I) the word and symbol "initiated,", appearing after the words and symbols "pertaining to the actions(s)" and before the words "taken or orders passed" shall be omitted; II) in clause ii, the symbol and word ", initiated", appearing after the words and symbols "details of the action(s) taken" and before the words and symbols "or order(s) passed" shall be omitted; III) after clause v, the following new Explanation shall be inserted, namely,- "Explanation - Imposition of fine or penalty shall be disclosed in the following manner along with the details pertaining to the action(s) taken or orders passed as mentioned in the sub-paragraph: (i) disclosure of fine or penalty of rupees one lakh or more imposed by sectoral regulator or enforcement agency and fine or penalty of rupees ten lakhs or more imposed by other authority or judicial body shall be disclosed within twenty four hours. (ii) disclosure of fine or penalty imposed which are lower t....
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....6-17/029. f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 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/LADNRO/ 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 an....
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....osure Requirements) (Second Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/22. x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification no. No. SEBI/LAD-NRO/GN/2021/30. y) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/35. z) August 13, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/42. aa) September 7, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/47. bb) November 9, 2021 by the Securities 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 Requirem....