Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/114 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 11th January, 2023 (Securities and Exchange Board of India) (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/114 . In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) , the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 , namely: - 1. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 , - I. in regulation 2 , in sub-regulation (1), (i) clause (bb) shall be substituted with the following clause, namely: (bb) key managerial personnel shall mean the key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013; (ii) after clause (bbb) and before clause (ccc), the following clause (bbbb) shall be inserted, namely: (bbbb) senior management shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer. II. in regulation 163 , in sub-regulation (1), in clause (c), after the words directors , the words or key managerial personnel shall be substituted with the words and symbol , key managerial personnel or senior management shall be inserted. III. In Schedule VI , in Part A- (i) in clause (5), in sub-clause (G), a) in Item (18), the words or key management personnel , shall be substituted with the words and symbol , key managerial personnel or senior management . b) in Item (19), the words or key managerial personnel , shall be substituted with the words and symbol , key managerial personnel or senior management . c) in Item (21), after the words key managerial personnel , the words or senior management shall be inserted. (ii) in clause (8), sub-clause (B), in Item (p), a) in point (x), after the words key managerial personnel , the words and senior management shall be inserted. b) in point (xv), after the words key managerial personnel and before the words and symbol and whole-time directors , the words and symbol , senior management shall be inserted. c) in point (xvi), the words senior managerial personnel shall be substituted by the words and symbol key managerial personnel, senior management . d) in point (xvii), after the words key managerial personnel , the words and senior management shall be inserted. (iii) in clause (9), in sub-clause (B) titled Requirement of funds , in Item (3), after the words and symbol key managerial personnel, and before the words and group companies , the words senior management shall be inserted. (iv) in clause (10)- a) in sub-clause (E) titled Shareholders agreements and other agreements , in Item (b), after the words key managerial personnel and before the words or director , the words or senior management shall be inserted. b) in sub-clause (F) titled Management , i. in Item (a) titled Board of Directors , in point (iv) after the words key managerial personnel , the words or senior management shall be inserted. ii. In Item (h), a) in the heading of Item (h), after the words Key Managerial Personnel , the words and Senior Management shall be inserted. b) in point (i), after the words key managerial personnel , the words and senior management shall be inserted. c) in point (ii), after the words key managerial personnel , the words and senior management shall be inserted. d) in point (iii), after the words key managerial personnel , the words or senior management shall be inserted. e) in point (iv), after the words key managerial personnel , the words and senior management shall be inserted. f) in point (v), after the words key managerial personnel , the words and senior management shall be inserted. g) in point (vi), after the words key managerial personnel , the words and senior management shall be inserted. h) in point (vii), after the words key managerial personnel , the words and senior management shall be inserted. i) in point (viii), after the words key managerial personnel , wherever appears, the words or senior management shall be inserted. j) in point (ix), the words key management personnel shall be substituted with the words key managerial personnel and senior management . k) in point (x), after the words key managerial personnel , the words and senior management shall be inserted. IV. In Schedule VI , Part B, in clause (4), (i) in sub-clause (VIII) titled Particulars of the Issue , in Item (B) titled Requirement of Funds , in point (3), after the words and symbol key managerial personnel, and before the words associate companies , the words and symbol senior management, shall be inserted. (ii) in sub-clause (X) titled Management (Board of Directors and Senior Management) and Organisational Structure , in Item (B), the words key management , shall be substituted by the words key managerial personnel . V. In Schedule VI, in Part B-1, (i) in clause (5), in sub-clause (G), in Item (16), the words or key management personnel , appearing after the word directors and before the words of the issuer , shall be substituted with the words and symbol , key managerial personnel or senior management and the words or key managerial personnel , appearing after the word directors and before the words of the issuer , shall be substituted with the words and symbol , key managerial personnel or senior management . (ii) in clause (5), in sub-clause (G), in Item (18), after the words key managerial personnel , the words or senior management shall be inserted. (iii) in clause (9), in sub-clause (B) titled Requirement of funds , in item (3), the words and key managerial personnel shall be substituted by the words and symbol , key managerial personnel and senior management . (iv) in clause (11), in sub-clause (C) titled Management , in Item (d), a) in the heading of Item (d), after the words Key Managerial Personnel , the words and Senior Management shall be inserted. b) in Point (i), after the words key managerial personnel , the words and senior management shall be inserted. c) in Point (ii), after the words key managerial personnel , the words and senior management shall be inserted. d) in Point (iii), after the words key managerial personnel , the words and senior management shall be inserted. VI. In Schedule VIII, Part A, in clause (21), in sub-clause (b) and sub-clause (c), the words and the key managerial personnel , wherever appears, shall be substituted by the words and symbol , the key managerial personnel and senior management . BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./550/2022-23] Footnotes: 1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LADNRO/ GN/2018/31. 2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was subsequently amended on - (a) December 31, 2018 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018, vide notification No. SEBI/LADNRO/ GN/2018/57. (b) March 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/05. (c) April 5, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/08. (d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/29. (e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/35. (f) December 06, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/42. (g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/47. (h) January 01, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2020/01. (i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10. (j) May 08, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11. (k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/17. (l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/18. (m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/21. (n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/31. (o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/03. (p) May 5, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/18. (q) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/30. (r) August 13, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/45. (s) October 26, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/52. (t) January 14, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/ 2022/ 63. (u) April 27, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/82. (v) July 25, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/90. (w) November 21, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/107.