Regulation 30 - Disclosure of events or information - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Extract

Disclosure of events or information. 30. (1) Every listed entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material. (2) Events specified in Para A of Part A of Schedule III are deemed to be material events and listed entity shall make disclosure of such events. (3) The listed entity shall make disclosure of events specified in Para B of Part A of Schedule III, based on application of the guidelines for materiality, as specified in sub-regulation (4). (4) (i) The listed entity shall consider the following criteria for determination of materiality of events/ information: (a)the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or (b)the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; 2 [ or ] 3 [ (c) the omission of an event or information, whose value or the expected impact in terms of value, exceeds the lower of the following: (1) two percent of turnover, as per the last audited consolidated financial statements of the listed entity; (2) two percent of net worth, as per the last audited consolidated financial statements of the listed entity, except in case the arithmetic value of the net worth is negative; (3) five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the listed entity; ] 4 [ (d) In case where the criteria specified in sub-clauses (a), (b) and (c) is not applicable, an event or information may be treated as being material if in the opinion of the board of directors of the listed entity, the event or information is considered material: Provided that any continuing event or information which becomes material pursuant to notification of these amendment regulations shall be disclosed by the listed entity within thirty days from the date of coming into effect of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023. ] (ii) The listed entity shall frame a policy for determination of materiality, based on criteria specified in this sub-regulation, duly approved by its board of directors, which shall be disclosed on its website. 5 [ Provided that such a policy for determination of materiality shall not dilute any requirement specified under the provisions of these regulations: Provided further that such a policy for determination of materiality shall assist the relevant employees of the listed entity in identifying any potential material event or information and reporting the same to the authorized Key Managerial Personnel, in terms of sub-regulation (5), for determining the materiality of the said event or information and for making the necessary disclosures to the stock exchange(s). ] (5) The board of directors of the listed entity shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) under this regulation and the contact details of such personnel shall be also disclosed to the stock exchange(s) and as well as on the listed entity's website. 6 [ (6) The listed entity shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the following: (i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken; (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: Provided that disclosure with respect to events for which timelines have been specified in Part A of Schedule III shall be made within such timelines: Provided further that in case the disclosure is made after the timelines specified under this regulation, the listed entity shall, along with such disclosure provide the explanation for the delay. ] (7) The listed entity shall, with respect to disclosures referred to in this regulation, make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations. (8) The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under this regulation , and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website. (9) The listed entity shall disclose all events or information with respect to subsidiaries which are material for the listed entity. (10) The listed entity shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information: Provided that the stock exchange(s) shall disseminate information and clarification as soon as reasonably practicable. (11) The listed entity may on its 12 [ **** ] initiative also, confirm or deny any reported event or information to stock exchange(s) 7 [ : ] 8 [ Provided that the top 100 listed entities 10 [ **** ] and thereafter the top 250 listed entities 11 [ , with effect from the date 13 [ **** ] specified by the Board, ] shall confirm, deny or clarify 14 [ , upon the material price movement as may be specified by the stock exchanges, ] any reported event or information in the mainstream media which is not general in nature and which indicates that 15 [ rumour ] of an impending specific 16 [ **** ] event or information 17 [ is ] circulating amongst the investing public, as soon as reasonably possible 18 [ but in any case ] not later than twenty four hours from the 19 [ trigger of material price movement ] : Provided further that if the listed entity confirms the reported event or information, it shall also provide the current stage of such event or information 20 [ : ] 21 [ Provided further that when the listed entity confirms within twenty four hours from the trigger of material price movement, any reported event or information on which pricing norms provided under Chapter V or Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or pricing norms provided under Regulation 8 or Regulation 9 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or pricing norms provided under Regulation 19 or Regulation 22B of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 or any other pricing norms specified by the Board or the stock exchanges are applicable, then the effect on the price of the equity shares of the listed entity due to the material price movement and confirmation of the reported event or information may be excluded for calculation of the price for that transaction as per the framework as may be specified by the Board. ] 22 [ **** ]] 23 [ (11A) The promoter, director, key managerial personnel or senior management of a listed entity shall provide adequate, accurate and timely response to queries raised or explanation sought by the listed entity in order to ensure compliance with the requirements under sub-regulation 11 of this regulation and the listed entity shall disseminate the response received from such individual(s) promptly to the stock exchanges. ] (12) In case where an event occurs or an information is available with the listed entity, which has not been indicated in Para A or B of Part A of Schedule III, but which may have material effect on it, the listed entity is required to make adequate disclosures in regard thereof. 9 [ (13) In case an event or information is required to be disclosed by the listed entity in terms of the provisions of this regulation, pursuant to the receipt of a communication from any regulatory, statutory, enforcement or judicial authority, the listed entity shall disclose such communication, along with the event or information, unless disclosure of such communication is prohibited by such authority. ] ************ NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, thirty minutes of the conclusion of the board meeting. 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, (c)In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of listed entity, the event / information is considered material. 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, (6) The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information: Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay: Provided further that disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within 1 [ the timelines specified therein ] 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, . 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 10. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/155 dated 09-10-2023 w.e.f. 01-10-2023 before it was read as, (with effect from October 1, 2023) 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/155 dated 09-10-2023 w.e.f. 01-10-2023 before it was read as, (with effect from April 1, 2024) 12. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, own 13. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, as may be 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 15. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, rumours 16. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, material 17. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, in terms of the provisions of this regulation are 18. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, and 19. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, reporting of the event or information 20. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, . 21. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 22. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, Explanation The top 100 and 250 listed entities shall be determined on the basis of market capitalization, as at the end of the immediately preceding financial year. 23. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024

SEBI/LAD-NRO/GN/2024/177 - Dated: 17-5-2024 - SEBI - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024.
SEBI/LAD-NRO/GN/2023/155 - Dated: 9-10-2023 - SEBI - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2023
SEBI/LAD-NRO/GN/2023/131 - Dated: 14-6-2023 - SEBI - SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2023
SEBI/LAD-NRO/GN/2021/22 - Dated: 5-5-2021 - SEBI - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021.