TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025
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....e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ─ (1) in regulation 3, in sub-regulation (2), in clause (b), in the proviso, after the words and symbol "Business Responsibility and Sustainability Report and/or" and before the words "as per the Business Responsibility", the word "assurance" shall be substituted with the words "assessment or assurance of the specified parameters"; (2) in regulation 15, (a) in sub-regulation (1A), after the words "non-convertible debt securities of" and before the words "and above", the words "Rupees Five Hundred Crore" shall be substituted with the words "Rupees One Thousand Crore"; (b) the proviso to sub-regulation (1A) shall be substituted with the following, namely,- "Provided that in case the value of the outstanding listed non-convertible debt securities becomes equal to or greater than the specified threshold of Rupees One Thousand Crore during the course of the year, a high value debt listed entity shall ensure compliance with these provisions within six months from the date of such trigger, and the disclosures of such compliance ma....
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....ative of those whose equity shares are listed on a stock exchange and 'high value debt listed entities'. (iii) after newly numbered explanation (1), the following explanation and proviso shall be inserted, namely,- "Explanation (2) - For the purpose of this regulation, the directorship(s) held by a person on an ex-officio basis due to statute or applicable contractual framework in case of public sector undertakings and entities set up under a public private partnership arrangement shall not be included in calculating the maximum number of directorships: Provided that nothing in this provision relating to HVDLE shall come into effect for a period of six months from the date of publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 in the Official Gazette or the date of Annual General Meeting, whichever is later. (3) in regulation 23, in sub-regulation (1), (a) in proviso, the symbol "." shall be replaced with the symbol ":"; (b) after the proviso, the following proviso shall be inserted, namely,- "Provided further that with effect from April 0....
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....than a nominee director of such entity on its board of directors, shall be treated as independent directors. (c) "public private partnership" shall mean a public-private partnership between a public concessioning authority and a private special purpose vehicle concessionaire selected on the basis of open competitive bidding or on the basis of an Memorandum of Understanding with the relevant authorities. (d) "senior management" shall have the same meaning as assigned to it under clause (d) of sub-regulation (1) of regulation 16 of these regulations. Applicability. 62C. (1) The provisions of this chapter shall apply to a listed entity which only has non-convertible debt securities listed, with an outstanding value of Rupees One Thousand Crore and above and does not have any listed specified securities. Explanation (1): - The 'high value debt listed entities' shall be determined on basis of value of principal outstanding of listed debt securities as on March 31, 2025, irrespective of the date of notification of this amendment. Explanation (2): - The entities falling in sub-regulation (1) of the regulation 62C shall be referred to a 'high value....
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....be applicable during the period in which a HVDLE is undergoing corporate insolvency resolution process under the Insolvency Code: Provided that the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled by the interim resolution professional or resolution professional in accordance with section 17 or section 23 of the Insolvency Code, as the case may be. (7) Notwithstanding the provisions of this chapter, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. Board of Directors 62D. (1) The composition of board of directors of a HVDLE shall be as follows: (a) board of directors shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors; (b) where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors....
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....such a person for appointment or re-appointment. (4) The continuation of a director serving on the board of directors of a listed entity shall be subject to the approval of the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be: Provided that the continuation of the director serving on the board of directors of a HVDLE as on March 31, 2025, without the approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after March 31, 2025: Provided further that the requirement specified in this regulation shall not be applicable to the Whole-Time Director, Managing Director, Manager, Independent Director or a Director retiring as per the sub-section (6) of section 152 of the Companies Act, 2013, if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager otherwise provided for by the provisions of these regulations or the Companies Act, 2013 has been complied with: Provided further that the requirement specified in this regula....
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....rly succession by appointment to the board of directors and senior management. (10) The board of directors shall lay down a code of conduct suitably incorporating the duties of independent directors as laid down in the Companies Act, 2013 for all members of board of directors and senior management of the HVDLE. (11) (a) The board of directors shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting. (b) The requirement of obtaining approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made as per the Companies Act, 2013 for payment of sitting fees without approval of the Central Government. (c) The approval of shareholders mentioned in clause (a) of this sub-regulation, shall specify the limits for the maximum number of stock options that may be granted to non-executive directors, in any financial year and in aggregate. (d) The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single n....
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....rships. 62E. The directors of HVDLE shall comply with the following conditions with respect to the maximum number of directorships, including any alternate directorships held by them at any point of time - (a) A person may act as a director in not more than seven listed entities: Provided that a person may serve as an independent director in not more than seven listed entities. (b) Notwithstanding the above, any person who is serving as a whole time director/ managing director in any listed entity may serve as an independent director in not more than three listed entities. Explanation (1): - For the purpose of this regulation, the number of listed entities on which a person is a director / independent director shall be cumulative of those whose equity shares are listed on a stock exchange and "high value debt listed entities". Explanation (2):- For the purpose of this regulation, the directorship(s) held by a person on an ex-officio basis due to statute or applicable contractual framework in case of public sector undertakings and entities set up under a public private partnership arrangement shall not be included in the maximum ....
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....s in a year and not more than one hundred and twenty days shall elapse between two consecutive meetings. (b) The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. (c) The audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. (3) The role of the audit committee and the information to be reviewed by the audit committee shall be as specified in Part C of Schedule II. Nomination and remuneration committee. 62G. (1) The board of directors shall ensure that the functions of the nomination and remuneration committee as specified in Part D of the Schedule II are either discharged by the board of directors or, a nomination and remuneration committee is constituted as follows: (a) the committee shall comprise of at least three directors; (b) all directors of the committee shall be non-executive directo....
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....s specified in Part D of the Schedule II are discharged by audit committee or by the board of directors or a risk management committee constituted by the board of directors as per this regulation. (2) The risk management committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director. (3) The chairperson of the risk management committee shall be a member of the board of directors and senior executives of the HVDLE may be members of the committee. (4) The risk management committee shall meet at least twice in a year and not more than two hundred and ten days shall elapse between any two consecutive meetings. (5) The quorum for a meeting of the risk management committee shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the board of directors in attendance. (6) The board of directors shall define the role and responsibility of the risk management committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may dee....
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.... (a) the audit committee of a HVDLE shall define "material modifications" and disclose it as part of the policy on materiality of related party transactions and on dealing with related party transactions; (b) a related party transaction to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the HVDLE if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds ten per cent. of the annual consolidated turnover, as per the last audited financial statements of the listed entity; (c) a related party transaction to which the subsidiary of a HVDLE is a party but the HVDLE is not a party, shall require prior approval of the audit committee of the HVDLE if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year, exceeds ten per cent. of the annual standalone turnover, as per the last audited financial statements of the subsidiary; (d) prior approval of the audit committee of the HVDLE shall not be required fo....
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....ures in value, on the basis of voting including e-voting. (6) After obtaining approval of the debenture holders, approval of the shareholders through resolution shall be obtained. Explanation (1): - If the No-Objection Certificate has been withheld, the matter shall not be taken forward for shareholders' consideration. Explanation (2): - This No-Objection Certificate from Debenture Trustee and debenture holders shall be obtained in respect of listed debt securities issued on or after April 01, 2025: Provided that in case of outstanding listed debt securities as on March 31, 2025, No-Objection Certificate from Debenture Trustee and debenture holders shall not be required for existing or prospective material related party transactions: Provided further that prior approval of the shareholders and No-objection Certificate by Debenture Trustee of a HVDLE, in the manner as specified in sub-regulation (5) of regulation 62K of these regulations shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 62K of these regulations is applicable to such listed su....
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....ds twenty per cent. of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. (2) The audit committee of the HVDLE shall also review the financial statements and in particular, the investments made by the unlisted material subsidiary. (3) The minutes of the meetings of the board of directors of the unlisted material subsidiary shall be placed at the meeting of the board of directors of the HVDLE. (4) The management of the unlisted material subsidiary shall periodically bring to the notice of the board of directors of the HVDLE, a statement of all significant transactions and arrangements entered into by the unlisted material subsidiary. Explanation: - For the purpose of this regulation, the term "significant transaction or arrangement" shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten per cent. of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted material subsidiary for the immediately preceding financial year. (5) A HVDLE shall not dispose of shares in....
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....resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (3): Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution. (4) The independent directors of the HVDLE shall hold at least one meeting in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. (5) The independent directors in the meeting referred in sub-regulation (4) shall, inter alia- (a) review the performance of non-independent direct....
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.... declaration and confirmation submitted by the independent director under sub-regulation (9) after undertaking due assessment of the veracity of the same. (11) The HVDLE shall undertake Directors and Officers insurance ("D and O insurance") for all its independent directors for such sum assured and for such risks as may be determined by its board of directors (12) No independent director, who resigns from a HVDLE, shall be appointed as an executive / whole time director on the board of the HVDLE, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director. Obligations with respect to employees including senior management, key managerial personnel, directors and promoters. 62O. (1) A director shall not be a member in more than ten committees or act as chairperson of more than five committees across all listed entities in which he/she is a director which shall be determined as follows: a) for calculating the limit of the committees on which a director may serve, all public limited companies, whether listed or n....
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.... Provided further that all interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting. Explanation: - For the purposes of this sub-regulation, "interested person" shall mean any person holding voting rights in the HVDLE and who is in any manner, whether directly or indirectly, interested in an agreement or proposed agreement, entered into or to be entered into by such a person or by any employee or key managerial personnel or director or promoter of such listed entity with any shareholder or any other third party with respect to compensation or profit sharing in connection with the securities of such listed entity. Vacancies in respect of certain Key Managerial Personnel 62P. (1) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager shall be filled by the HVDLE at the earliest and in any case not later than three months from the date of such vacancy: Provided that where the HVDLE is required to obtain approval of regulatory, government or statutory authorities to fill up such vacancies, then the vacancies shall be filled up by the HVDLE ....
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....Schedule II, - (i) in the heading of PART A, after the words, numbers and symbols "See Regulation 17(7)", the words, numbers and symbols "and Regulation 62D (13)" shall be inserted; (ii) in the heading of PART B, after the words, numbers and symbols "See Regulation 17(8)", the words, numbers and symbols "and Regulation 62D(14)" shall be added; (iii) in the heading of PART C, after the words, numbers and symbols "See Regulation 18(3)", the words, numbers and symbols "and Regulation 62F" shall be added; (iv) in the heading of PART D, after the number and symbol "20 (4)", the word "and" shall be substituted with the symbol "," and after the words "See Regulation 19(4), 20(4), 21(4)", the words ", 62G, 62H and 62I" shall be added; and (v) in Part D, in Paragraph B, after clause (4), the following clause shall be inserted, namely, - "(5) Resolving grievances of debenture holders related to creation of charge, payment of interest/ principal, maintenance of security cover and any other covenants." PRAMOD RAO, Executive Director [ADVT.-III/4/Exty./1119/2024-25] Footnotes: 1. The Securities and Exchange Board of India (Listin....
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....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 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/LADNRO/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....
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.... (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 Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LADNRO/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/LAD-NRO/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/LAD-NRO/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/LA....