Regulation 46 - Website - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Website. 46. (1) The listed entity shall maintain a functional website containing the basic information about the listed entity. (2) The listed entity shall disseminate the following information 1 [under a separate section on its website]: (a) details of its business; 8 [ (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; (e) details of establishment of vigil mechanism/ Whistle Blower policy; (f) criteria of making payments to non-executive directors , if the same has not been disclosed in annual report; (g) policy on dealing with related party transactions; (h) policy for determining material subsidiaries; (i) details of familiarization programmes imparted to independent directors including the following details:- (i) number of programmes attended by independent directors (during the year and on a cumulative basis till date), (ii) number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and (iii) other relevant details (j) the email address for grievance redressal and other relevant details; (k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances; (l) financial information including: (i) notice of meeting of the board of directors where financial results shall be discussed; (ii) financial results, on conclusion of the meeting of the board of directors where the financial results were approved; (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc; (m) shareholding pattern; (n) details of agreements entered into with the media companies and/or their associates, etc; 3 [ (o) 9 [ (i) ] Schedule of analysts or institutional investors meet 7 [ at least two working days in advance (excluding the date of the intimation and the date of the meet) ] 10 [ ; ] Explanation: For the purpose of this clause meet shall mean group meetings or group conference calls conducted physically or through digital means. ] 11 [ (ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. ] 12 [ (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 recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls; iii. the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls: Provided that (a) The information under sub-clause (i) and (ii) of this clause shall be hosted on the website of the listed entity for a minimum period of two years and thereafter as per the preservation policy of the listed entity in terms of clause (b) of regulation 9. (b) The information under sub-clause (iii) of this clause shall be hosted on the website of the listed entity for a minimum period of five years and preserved in accordance with clause (b) of regulation 9. ] (p) new name and the old name of the listed entity for a continuous period of one year, from the date of the last name change; (q) items in sub-regulation (1) of regulation 47 . 2 [(r) With effect from October 1, 2018, all credit ratings obtained by the entity for all its outstanding instruments, updated immediately as and when there is any revision in any of the ratings. (s) separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year.] 5 [ Provided that a listed entity, which has a subsidiary incorporated outside India- (a) where such subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such subsidiary is placed on the website of the listed entity; (b) where such subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed entity may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website. ] 6 [ (t) secretarial compliance report as per sub-regulation (2) of regulation 24A of these regulations; (u) disclosure of the policy for determination of materiality of events or information required under clause (ii), sub-regulation (4) of regulation 30 of these regulations; (v) disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) as required under sub-regulation (5) of regulation 30 of these regulations; (w) disclosures under sub-regulation (8) of regulation 30 of these regulations; (x) statements of deviation(s) or variation(s) as specified in regulation 32 of these regulations; (y) dividend distribution policy by listed entities based on market capitalisation as specified in sub-regulation (1) of regulation 43A; (z) annual return as provided under section 92 of the Companies Act, 2013 and the rules made thereunder 13 [ ; ]] 14 [ (za) Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position of the listed entity, framed in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: Provided that redaction of information under clause (za) above from the Employee Benefit Scheme document shall be approved by the board of directors of the listed entity and shall be in compliance with guidelines as may be specified by the Board: ] 15 [ Provided that for the purpose of compliance with this sub-regulation, the listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity. ] (3) (a) The listed entity shall ensure that the contents of the website are correct. (b) The listed entity shall update any change in the content of its website within two working days from the date of such change in content. ************** NOTES:- 1 Substituted for the words on its website by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. the date specified. 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, (o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange; 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 7. 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) 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 9. Numbered vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 10. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, and presentations made by the listed entity to analysts or institutional investors. 11. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 12. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, 4 [ (oa) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner: (i) the presentation and the audio/video 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 transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls: Provided that- a. The information under sub-clause (i) 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. b. The information under sub-clause (ii) shall be hosted on the website of the listed entity and preserved in accordance with clause (a) of regulation 9. The requirement for disclosure(s) of audio/video recordings and transcript shall be voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022. ] 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, . 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 15. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024