TaxTMI 
TaxTMI 
Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities
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....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 (Financial) 3. 23(9) Disclosure of Related Party Transactions (RPTs) Within 45 days of the end of the quarte....
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.... 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)(za) of the LODR requires listed entities to disclose Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position, framed in terms of SEBI (SBEB)....
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....o 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 Recognized Stock Exchanges and Depositories are directed to: a. bring the contents of this circular to the notice of the all the stakeholders; b. put in place necessary systems and infrastructure for monitoring and implementation of this circular. 16. This Circular is issued in exercise of the p....
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....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 separating them with hyphen III. Meeting of Board of Directors Date(s) of Meeting in the relevant quarter Whether requirement of Quorum met* Yes/No Number of Directors present* to be filled in only for the current quarter meetings Number of independent directors present* Date(s) of Meeting in the previous quarter Maximum gap between any two consecutive meetings (in number of days) Page 7 of 44 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति औà....
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....¥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 acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below: S. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter Page 9 of 44 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय ats Securities and Exchange Board of India D. DI....
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....d 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 any other form of debt availed by: Page 11 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 Entity 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 II. Affirmations: Type of security (cash, Aggregate value of security provided Balance outstanding at the end of six shares etc.) during six months months All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter grou....
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....sed 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. 3 If the Listed Entity would like to provide any other information the same may be indicated here. Name & Designation Company Secretary / Compliance Officer / Managing Director/CEO/ CFO Page 13 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 H. WEBSITE AFFIRMATIONS (applicable only for Annual Filing i.e., 4th quarter) I. Disclosure on website in terms of LODR Regulations Item Compliance status (Yes/No/NA) refer note below As per regulation 46(2) of the LODR: a) Details of business aa) Memorandum of Association and Articles of Association ab) Brief profile of board of directors including directorship and full-time positions in body corporates b) Terms and conditions of appointment of independent directors c) Composition of various committees of board of directors d) Code of conduct of board of directors and senior management personnel ....
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....ly updation I. AFFIRMATIONS W.R.T. COMPLIANCE WITH CORPORATE GOVERNANCE PROVISIONS (applicable only for Annual Filing i.e., Il Annual Affirmations Particulars 4th quarter) Regulation Number Independent director(s) have been appointed in terms of specified 16(1)(b) criteria of 'independence' and/or 'eligibility' Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E) Meeting of Board of directors 17(2) Quorum of Board meeting 17(2A) Review of Compliance Reports 17(3) Plans for orderly succession for Appointments 17(4) Compliance status (Yes/No/NA) refer note below Page 15 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 Code of Conduct Fees/compensation Minimum Information Compliance Certificate Risk Assessment & Management Performance Evaluation of Independent Directors Recommendation of Board Maximum number of directorships 17(5) 17(6) 17(7) 17(8) 17(9) 17(10) 17(11) 17A Composition of Audit Committee 18(1) Meeting of Audit Committee 18(2) Role of Audit Commit....
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....l Note 26A(1) & 26A(2), 26A(3) 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. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. 2. If status is "No" details of non-compliance may be given here. 3. If the Listed Entity would like to provide any other information the same may be indicated here. III Affirmations: The Listed Entity has approved the Material Subsidiary Policy and the Corporate Governance requirements with respect to the subsidiary of Listed Entity have been complied. Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO / CFO Page 17 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 FORMAT FOR QUARTERLY INTEGRATED FILING (FINANCIAL) A. FINANCIAL RESULTS Formats for unaudited / audited quarterly financial results i.e.,....
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....etter of offer, etc. Name of Signatory Designation Remarks if any Page 19 of 44 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 C. FORMAT FOR DISCLOSING OUTSTANDING DEFAULT ON LOANS AND DEBT SECURITIES S. No. Particulars in INR crore 1. Loans / revolving facilities like cash credit from banks / financial institutions A Total amount outstanding as on date B Of the total amount outstanding, amount of default as on date 2. Unlisted debt securities i.e. NCDs and NCRPS A Total amount outstanding as on date B Of the total amount outstanding, amount of default as on date 3. Total financial indebtedness of the listed entity including short-term and long-term debt Page 20 of 44 SSO No 53 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India D. FORMAT FOR DISCLOSURE OF RELATED PARTY TRANSACTIONS (applicable only for half-yearly fili....
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....nvolving loans, inter-corporate deposits, advances or investments made or given by the listed banks. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended March 31. Companies with financial years ending in other months, the six months period shall apply accordingly. Each type of related party transaction (for e.g. sale of goods/services, purchase of goods/services or whether it involves a loan, inter-corporate deposit, advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off. In case of a multi-year related party transaction: a. The aggreg....
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.... a. Details of Audit Qualification: b. C. d. e. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: For Audit Qualification(s) where the impact is not quantified by the auditor: Signatories: Place: Date: (i) Management's estimation on the impact of audit qualification: (ii) If management is unable to estimate the impact, reasons for the same: (iii) Auditors' Comments on (i) or (ii) above: CEO/Managing Director CFO Audit Committee Chairman Statutory Auditor ***** Page 24 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 Annexure 2 DISQUALIFICATIONS FOR A SECRETARIAL AUDITOR 1. For the purpose of Regulation 24A(1A) of the LODR Regulations, the following persons shall not be eligible to be appointed or continue as a Secretarial Auditor of the listed entity, namely: - - a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act, 2008; b) an officer or employee of the listed entity....
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.... by such individual; Page 25 of 44 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 ii. in case of a firm, either itself or through any of its partners or through its parent, subsidiary or associate entity or through any other entity, whatsoever, in which the firm or any partner of the firm has significant influence or control, or whose name or trade mark or brand is used by the firm or any of its partners. f) a person whose relative is a director or is in the employment of the listed entity as a director or key managerial personnel; g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its secretarial auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as secretarial auditor of 15 or more than 15 companies; h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction; i) a person who, directly o....
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.... DATED NOVEMBER 11, 2024 Existing provision Changes proposed to the existing provision Changes pursuant to implementation of Integrated Filing 1. The applicability of the corporate governance provisions of the LODR Regulations i.e., regulations 17 to 27 and certain provisions of regulation 46 and Schedule V, is specified in regulation 15(2) of the LODR Regulations. 2. In terms of regulation 27(2) of LODR Regulations, the listed entity is required to submit a quarterly compliance report on corporate governance in the format specified by the Board from time to time, to recognised Stock Exchange(s). 3. Accordingly, the submission of Corporate compliance report on Governance shall be as under: a) Annexure 3 - on quarterly basis b) Annexure 4 - at the end of the financial year c) Annexure 5 - at the end of 6 months from the close of financial year d) Annexure 6 - on a half yearly basis. To be omitted as it will become part of Integrated Filing (Governance). Revised provision of the Master Circular* Section II-B of Chapter 2 along with Annexures 3, 4, 5 and 6 shall be omitted. Page 28 of 44 Chapter/section number and para number of the Master Cir....
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....¯ 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* 8. The 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 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 aforesaid statement in terms of regulation 95 of the LODR Regulations and monitor it as part of its regular monitoring as specified in regulation 97 of the LODR Regulations. 2. Accordingly, listed entities shall make RPT disclosures in the....
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....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) until such funds are fully utilised or the purpose for which these proceeds were raised has been achieved. Changes proposed to the existing provision Reference to be given to the format specified in Integrated Filing (Financial). Timeline to be omitted. The timeline for Integrated Filing (Financial) would be applicable. Revised provision of the Master Circular* 2. A common format for such reporting will aid the monitoring of the end use of issue proceeds raised by listed entities through public issue, rights issue, preferential issue, QIP etc. by Stock Exchanges. Hence, for the purpose of compliance with regulations 32(1), 32(2) and 32(3) of the LODR Regulations, listed entities 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 ....
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....¥‹à¤°à¥à¤¡ Securities and Exchange Board of India Chapter/section number and para number of the Master Circular Existing provision Changes proposed to the existing provision Revised provision of the Master Circular* Changes required for implementation of System driven disclosure of certain filings Chapter II, Section II- A para 6 of the Master Circular. 6. Chapter II, Section II- A para 8 of the Master Circular. Chapter II, Section II- A para 9 of the Master Circular. All listed entities shall also disclose The provision needs to be details pertaining to foreign ownership modified to take into account limits indicating 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 ....
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....ernance Unit: to Group Governance Unit as suggested by the Expert Committee. 2.1.1 Where the listed entity has a large number of unlisted subsidiaries: Ä°. The listed entity may monitor their governance through a dedicated group governance unit Governance or Committee comprising the Page 34 of 44 Chapter/section number and para number of the Master Circular Annexure 18, Para 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 ....
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....ular. (vii) cost of subscription / price at which the shares are subscribed; (viii) percentage of shareholding control by the listed entity and / or number of shares allotted. / 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¤°....
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....ours 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 (amalgamation/ merger/ demerger/restructuring),....
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....hose 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. Fraud or defaults by a listed entity, its promoter, Within 24 hours director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director whether occurred within Indi....
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....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; (b) Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the listed entity along with comments of the management, if any. Within 12 hours * (if initiated by the listed entity); Within 24 hours (if initiated by external agency). Announcement or communication through social Within 24 hours media intermediaries or mainstream media by directors, promoters, key m....
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.... 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 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 Page 42 of 44 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 sub- para 6. 7. 8. 9. 10. Events Timeline for disclosure 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 ....