TaxTMI 
TaxTMI 
Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities
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....lations have been published in the Gazette of India on December 13, 2024 (link). 2. Consequently, this circular is being issued to give effect to certain recommendations of the Expert Committee and carry out consequential changes to the provisions of SEBI Master Circular dated November 11, 2024, on compliance with the LODR Regulations by listed entities ("Master Circular"), the details of which are given in the subsequent paragraphs. Integrated Filing 3. In order to facilitate ease of filing and compliance for listed entities, it has been decided to introduce Integrated Filing, in terms of regulation 10(1A) of the LODR Regulations, for the following Governance and Financial related periodic filings required under the LODR, which shall be applicable for the filings to be done for the quarter ending 31st December 2024 and thereafter: Sr. No. Regulation / circular Periodic Filing Revised Timeline Frequency Integrated Filing (Governance) 1. 13(3) Statement on redressal of investor grievances Within 30 days of the end of the quarter. Quarterly 2. 27(2)(a) Compliance Report on Corporate Governance Quarterly Integrated Filing (Fi....
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....in Annexure 1). Secretarial Auditor 7. Clause (a) of regulation 24A(1A) of the LODR Regulations inter-alia states that 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. Accordingly, disqualifications for appointment or continuation of a Secretarial Auditor of the listed entity is given in Annexure 2 of this circular. 8. Further, as per regulation 24A(1B) of the LODR, a Secretarial Auditor appointed under the regulations shall provide to the listed entity only such other services as are approved by the board of directors but which shall not include any services as specified by SEBI in this behalf. Accordingly, the services that a Secretarial Auditor cannot render to the listed entity are specified in Annexure 3 of this circular. 9. The Institute of Company Secretaries of India (ICSI) may bring the contents of this circular to the notice of all its members, including Practising Company Secretaries (PCS). Guidelines for disclosure of Employee Benefit Scheme related documents 10. Regulation 46(2)(z....
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.... Filing 1. Regulation 31(1)(b) of LODR Shareholding Pattern 2. Regulation 30(6) r/w sub-para 3 of para A of part A of schedule III of LODR New rating(s) or revision in ratings Changes to the Master Circular 14. In order to give effect to certain recommendations of the Expert Committee, changes have been carried out to the provisions of the Master Circular as detailed in Annexure 4 of this circular. Major changes to the Master Circular include the following: a. The formats for corporate governance report, financial results, statement of deviation, RPT etc. have been deleted as relevant formats have been incorporated in Annexure 1 of this circular as part of the new Integrated Filing. b. Introduction of fines for non-compliance with the timelines specified in regulation 31A(3)(a) of the LODR for reclassification of promoter / promoter group entity as public. c. Changes to the provisions relating to Group Governance Unit in order to bring in clarity. d. Annexure 18A of the Master Circular on timelines for disclosure of material events / information shall stand substituted by Annexure 5 to this circular. 15. The Recogniz....
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....¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India SPAN number of any director would not be displayed on the website of Stock Exchange &Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen * to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period. Composition of Committees Name of Committee 1. Audit Committee 2. Nomination & Remuneration Committee 3. Risk Management Committee (if applicable) Whether Regular chairperson appointed Name of Committee members Category Date of (Chairperson/Executive/Non- Appointment Executive/independent/ Date of Cessation Nominee) & 4. Stakeholders Relationship Committee &Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories sepa....
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....ervations/advice of Board of Directors may be mentioned here: Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO / CFO Note: Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by the listed entity and instead a statement "same as previous quarter" may be given. Page 8 of 44 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India B. INVESTOR GRIEVANCE REDRESSAL REPORT Investor Grievance Redressal Report No. of investor complaints pending at the beginning of Quarter No. of investor complaints received during the Quarter No. of investor complaints disposed off during the Quarter No. of investor complaints those remaining unresolved at the end of the Quarter C. DISCLOSURE OF ACQUISITION OF SHARES OR VOTING RIGHTS IN UNLISTED COMPANIES The details of acquisi....
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....es etc. refer note below (A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to: Entity Promoter or any other entity controlled by them Promoter Group or any other entity controlled by them Directors (including relatives) or any other Aggregate amount advanced during six months Balance outstanding at the end of six months entity controlled by them KMPS or any other entity controlled by them (B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by: Entity six months Type (guarantee, comfort letter etc.) Aggregate amount of issuance during Balance outstanding at the end of six months (taking into account any invocation) Promoter or any other entity controlled by them Promoter Group or any other entity controlled by them Directors (including relatives) or any other entity controlled by them KMPS or any other entity controlled by them (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or ....
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....directors report, corporate governance report, BRSR & BRSR core, if applicable, displayed on website 46(2) Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d) Presence of Chairperson of the nomination and remuneration committee at the annual general meeting Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report Compliance with the conditions laid down for Secretarial Auditor or the person signing the Secretarial Compliance Report Submission of Annual Secretarial Compliance Report Whether "Corporate Governance Report" disclosed in Annual Report 24A(1A), 24A(1B), 24A(1C) 24A(2) 34(3) read with para C of Schedule V 19(3) 20(3) 24A(1) Note 1 In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of LODR Regulations, "Yes" may be indicated. 2 If status is "No" details of non-compliance may be given here....
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....िमय बोरà¥à¤¡ Securities and Exchange Board of India p) New name and the old name of the listed entity q) Advertisements as per regulation 47(1) r) Credit rating or revision in credit rating obtained s) Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year t) Secretarial Compliance Report u) Materiality Policy as per Regulation 30(4) v) Disclosure of contact details of KMP who are authorized for the purpose of determining| materiality as required under regulation 30(5) w) Disclosures under regulation 30(8) ✗) Statements of deviation(s) or variations(s) as specified in regulation 32 y) Dividend distribution policy as specified in regulation 43A(1) z) Annual return as provided under section 92 of the Companies Act, 2013 za) Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation I. AFFIRMA....
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.... material Subsidiary 23(4) 23(9) 24(1) Other Corporate Governance requirements with respect to subsidiary of 24(2), (3),(4),(5) & (6) listed entity Alternate Director to Independent Director 25(1) Maximum Tenure 25(2) Appointment, Re-appointment or removal of an Independent Director 25(2A) through special resolution or the alternate mechanism Page 16 of 44 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Familiarization of independent directors Meeting of independent directors Declaration from Independent Director Directors and Officers insurance 25(3) & (4) 25(7) 25(8) & (9) 25(10) Confirmation with respect to appointment of Independent Directors who 25(11) resigned from the listed entity Memberships in Committees 26(1) Affirmation with compliance to code of conduct from members of Board 26(3) of Directors and Senior management Personnel 26(2) & 26(5) Policy with respect to Obligations of directors and senior management ....
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....sted entity Mode of Fund Raising Public Issues / Rights Issues / Preferential Issues / QIP / Others Date of Raising Funds Amount Raised Report filed for Quarter ended Monitoring Agency Monitoring Agency Name, if applicable applicable / not applicable Is there a Deviation / Variation in use of funds Yes/No raised Page 18 of 44 S331 If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders If Yes, Date of shareholder Approval Explanation for the Deviation / Variation Comments of the Audit Committee after review Comments of the auditors, if any Objects for which funds have been raised and where there has been a deviation, in the following table à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Original Object Modified Object, if any Original Allocation Modified Funds allocation, Utilised if any Amount of Deviation/Variation for the quarter according t....
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....rty as a result of the transaction (see Note 1) In case any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments Details of the loans, inter-corporate deposits, advances or investments Details of the party (listed entity /subsidiary) Details of the counterparty transaction entering into the transaction Tota 1 (of Note 6b) Name PAN Name PAN Relationship of the counterparty with the listed entity or its subsidiary Nature of indebtedness Cost Opening Closing loan/issuance (see Tenure balance balance of debt/ any Note other etc.) 7) Nature (loan/ advance/ inter- corporate Interest Tenure Rate (%) unsecured deposit/ investment Purpose for which Secured/ the funds will be utilised by the ultimate recipient of funds (end- usage) Page 21 of 44 Notes: S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय ats Securities and Exchange Board of India ....
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.... party transaction during the reporting period". "Cost" refers to the cost of borrowed funds for the listed entity. Page 22 of 44 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 8 9 PAN will not be displayed on the website of the Stock Exchange(s). Transactions such as acceptance of fixed deposits by banks/NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all shareholders/ public shall also be reported. E. STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION) SUBMITTED ALONG- WITH ANNUAL AUDITED FINANCIAL RESULTS (Standalone and Consolidated separately) (applicable only for Annual Filing i.e., 4th quarter) I. SI. No. Statement on Impact of Audit Qualifications for the Financial Year ended March 31, (See regulation 33 of the SEBI (LODR) Regulations, 2015) Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after ....
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....entity is also a subsidiary, of face value not exceeding one lakh rupees; ii. is indebted to the listed entity, or its subsidiary, or its holding or associate entity or a subsidiary of such holding entity to which the listed entity is also a subsidiary, not exceeding five lakh rupees; or ¡¡¡. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, or its subsidiary, or its holding or associate entity or a subsidiary of such holding entity to which the listed entity is also a subsidiary, not exceeding one lakh rupees; e) a person or a firm who, whether directly or indirectly, has business relationship with the listed entity, or its subsidiary, or its holding or associate entity or subsidiary of such holding entity; Explanation — For the purposes of this clause, the term “business relationship†shall be construed as any transaction entered into for a commercial purpose, except - i. commercial transactions which are in the nature of professional services permitted to be rendered by a secretarial auditor or secretarial audit firm under the ....
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....à¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 3 SERVICES NOT TO BE RENDERED BY THE SECRETARIAL AUDITOR 1. For the purpose of Regulation 24A(1B) of the LODR Regulations, a secretarial auditor appointed under the LODR regulations, shall not provide any of the following services (whether such services are rendered directly or indirectly) to the listed entity, or its holding entity or subsidiary entity, namely: i. internal audit; ii. design and implementation of any compliance management system, information system, policy framework, systems or processes for compliance; iii. investment advisory services; iv. investment banking services; V. rendering of outsourced compliance management, record keeping & maintenance services; vi. management services; and vii. any other kind of services as may be specified from time to time. Explanation:- The term "directly or indirectly" shall include rendering of services by the secretarial auditor, - iii. in case of secretarial auditor being an individual, ei....
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.... 4. Listed à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Existing provision entities shall submit the compliance report on corporate governance as per the formats specified above. In case of non- applicability of the corporate governance provisions, the listed entity shall submit a declaration to that effect, duly signed by the compliance officer or the chief executive officer accompanied by a certificate from a PCA or a PCS, to the Stock Exchange(s), at the beginning of every financial year. Changes proposed to the existing provision Revised provision of the Master Circular* 3. Therefore, the formats for unaudited / The formats shall be as audited quarterly financial results i.e., specified in Integrated Filing Statement of Profit and Loss and the (Financial). unaudited audited half-yearly balance sheet to be submitted by listed entities shall be as per the formats for balance sheet and statement of profit and loss (excluding notes ....
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....toring as specified in regulation 97 of the LODR Regulations. 2. Accordingly, listed entities shall make RPT disclosures in the format specified in Annexure 13 to this circular. Reference to the regulations to be updated based on the recent amendments. Reference to be given to the format specified in Integrated Filing (Financial). Reference to be given to the format specified in Integrated Filing (Financial). 8. The detailed financial results published in the newspapers in terms of regulation 47(1)(b) of the LODR Regulations shall be in the format as specified in Annexure 9 to this circular. The banking and insurance companies may include additional disclosures, if any, specified by the sectoral regulators. 18. Therefore, every listed entity shall submit the Statement on Impact of Audit Qualifications, for audit report with modified opinion, in the format specified in Integrated Filing (Financial) at Annexure 12 to this circular. The management of the listed entity shall have the option to explain its views on the audit qualifications. The recognized stock exchange(s) shall review the ....
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....shall follow the format specified in Integrated Filing (Financial) at Annexure 14 to this circular. 3. The salient features of the format are as under: 3.1) Applicability: The format shall be applicable for funds raised by listed entities through public issue, rights issue, preferential issue, QIPs etc. 3.2) Frequency of Disclosure: The disclosure to the Stock Exchange(s) shall be made by listed entities on quarterly basis along with the declaration of financial results (within 45 days of end of each quarter / 60 days from the end of the last quarter of the financial year) as part of the Integrated Filing (Financial) until such funds are fully utilised or the purpose for which Page 31 of 44 Chapter/section number and para number of the Master Circular S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ विनिमय पà¥à¤°à¤¤à¤¿à¤à¥‚ति और ats Securities and Exchange Board of India Existing provision Changes proposed to the existing provision Revised provision of the Master Circular* these proceeds were raised has been ....
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....ating the board approved system driven disclosure of limits and utilization in the format shareholding pattern. prescribed in Table VI of Annexure 2 to this circular. 8.3 The Depositories shall provide the shareholding data to listed entities in the requisite categorization as specified in this Section. 9. Listed entities shall disclose the shareholding pattern in the formats specified above for the purpose of compliance with regulation 31(1) of the LODR Regulations. Under system driven disclosure, data needs to be made available by depositories to Stock Exchanges also as dissemination would happen at the Stock Exchanges' end after obtaining necessary confirmations from the listed entity. The provision needs to be modified to take into account system driven disclosure of shareholding pattern. 6. All listed entities shall also ensure discloseure of details pertaining to foreign ownership limits indicating the board approved limits and utilization in the format prescribed in Table VI of Annexure 2 to this circular. 8.3 The Depositories shall provide the shareholding data to lis....
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....a A, sub-para 1 of the Master Circular. ii. iii. S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Existing provision Changes proposed to the existing provision Revised provision of the Master Circular* A strong and effective group governance policy may be established by the entity. The decision of setting up of such a unit/committee or having such a policy shall lie with the board of directors of the listed entity. In case of 'to be incorporated' companies, the relevant details to be provided at the time of acquisition of such companies to be separately specified after point 1.1 under sub-para 1 of Para A of Annexure 18 of the Master Circular. ii. iii. members of its board of directors. A strong and effective group governance policy may be established by the entity. The decision of setting up of such a unit/committee of having such a policy shall lie with the board of directors of the listed ent....
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....ed. / 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). Page 36 of 44 Chapter/section number and para number of the Master Circular S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à....
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....from the closure of the board meeting; ii. twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity; iii. twenty four hours from the occurrence of the event or information, in case the event or information is not emanating 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 A. 1. Events Timeline for disclosure Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30): Acquisition(s) (including agreement to acquire), Within 12 hours * Scheme of Arrangement (amal....
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....nto by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations. disclosed quarterly as part Integrated of (Governance). Within 12 hours * Within 24 hours Filing As specified in clause (i) of Regulation 30(6) of LODR. Within 12 hours * (for agreements where listed entity is a party); Within 24 hours (for agreements where listed entity is not a party). Within 12 hours * (for agreements where listed entity is a party); Within 24 hours (for agreements where listed entity is not a party). Page 39 of 44 Para sub- S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Events Timeline for disclosure para 6. 7. 7A. 7B. 7C. 7D. 8. 9. ....
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.... Para S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Events Timeline for disclosure sub- para 15. 16. 17. 18. 19. (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. Events in relation to the corporate insolvency Within 24 hours resolution process (CIRP) of a listed corporate debtor under the Insolvency Code. 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 same, if available; ....
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....er similar action(s) by whatever name called; Voluntary revision of financial statements or the report Within 12 hours * of the board of directors of the listed entity under section 131 of the Companies Act, 2013. * Events which shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30) 1. 2. Commencement or any postponement in the date of Within 12 hours * commencement of commercial production or commercial operations of any unit/division * Any of the following events pertaining to the listed Within 12 hours * entity: (i) arrangements for strategic, manufacturing, or marketing tie-up; or (ii) adoption of new line(s) of business; or technical, (iii) closure of operation of any unit, division, or subsidiary (entirety or piecemeal) 3. Capacity addition or product launch. 4. Awarding, bagging/ receiving, amendment or Within 12 hours Within 24 hours * 5. termination of awarded/bagged orders/contracts not in the normal course of business. Agreements (viz. loan agreement(s) or any other agreement(s) which are binding and no....