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TMI BlogSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024X X X X Extracts X X X X X X X X Extracts X X X X ..... b-regulations VI and XX of regulation 3 of these regulations shall come into force with effect from December 31, 2024. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 I. in regulation 2 , in sub-regulation (1), i. clause (k) shall be omitted; ii. in clause (zc), in the first proviso, a) in clause (b) the words by the listed entity appearing after the words the following corporate actions and before the words which are uniformly applicable shall be omitted; b) after clause (c), the following new clauses shall be inserted, namely,- (d) acceptance of current account deposits and saving account deposits by banks in compliance with the directions issued by the Reserve Bank of India or any other central bank in the relevant jurisdiction from time to time: Explanation: For the purpose of clauses (c) and (d) above, acceptance of deposits includes payment of interest thereon. (e) retail purchases from any listed entity or its subsidiary by its directors or its employees, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees and directors: iii. the existing cla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntegrated filing of periodic reports, statements, documents and any other information required to be filed by a listed entity under the Act or the regulations made thereunder in the format and within the timelines as may be specified. VI. in regulation 13 , sub-regulation (3), shall be substituted with the following sub-regulation, namely,- (3) The listed entity shall file with the recognised stock exchange(s) on a quarterly basis a statement detailing the redressal of investor grievances in such form and within the timelines as may be specified by the Board. VII. in regulation 15 , i. in sub-regulation (2), a) after the numerals and symbol 26, and before the numerals 27 , the numerals, letter and symbol 26A, shall be inserted; b) in clause (a), in the second proviso, I) the words above regulations shall be substituted with the words, numerals and symbols corporate governance provisions as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V ; II) the words or appearing after the words equity share capital and before the words and symbol the net-worth of such entity , shall be substituted with the wor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t or re-appointment of a person on the board of directors or as a Manager is taken at the next general meeting: Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the listed entity. (b) The appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders: Provided that the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the board of directors for recommending such a person for appointment or re-appointment. iii. in sub-regulation (1D), in the second, third and fourth provisos, the word regulation appearing after the words specified in this and before the words sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een two and before the word and symbol meetings. , the word consecutive shall be inserted; XI. in regulation 19 , in sub-regulation (3A), after the words once in a and before the word and symbol year. , the word financial shall be inserted; XII. in regulation 20 , in sub-regulation (3A), after the words once in a and before the word and symbol year. , the word financial shall be inserted; XIII. in regulation 21 , in sub-regulation (3A), after the words twice in a and before the word and symbol year. , the word financial shall be inserted; XIV. in regulation 23 , i. in sub-regulation (2), in the second proviso, after clause (d) and the Explanation thereto, the following new clauses and the proviso shall be inserted: (e) remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require approval of the audit committee provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation. (f) The members of the audit committee, who are independent directors, may ratify related party transactions within three mon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ymbol and numerals with effect from April 1, 2023 shall be substituted with the symbol : ; b) after the existing third proviso, the following new proviso shall be inserted, namely,- Provided further that the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, key managerial personnel or senior management, except who is part of promoter or promoter group, shall not require disclosure under this sub-regulation provided that the same is not material in terms of the provisions of sub-regulation (1) of this regulation. XV. in regulation 24 , i. in sub-regulation (1), in the Explanation, the word income wherever appearing shall be substituted with the word turnover ; ii. in sub-regulation (6), the symbol . shall be substituted with the symbol : ; iii. after sub-regulation (6), the following non-obstante clause shall be inserted, namely,- Nothing contained in this sub-regulation shall be applicable if such sale, disposal or lease of assets is between two wholly-owned subsidiaries of the listed entity. XVI. In regulation 24A , i. the existing sub-regulation (1) shall be substituted by the following sub-regulation, namely,- (1) (a) Every listed entity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a period of three months and the secretarial auditor so appointed shall hold office till the conclusion of the next annual general meeting. ii. after sub-regulation (1), the following new sub-regulations shall be inserted, namely,- (1A) Eligibility, Qualifications and Disqualifications of Secretarial Auditor: (a) A person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board: Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be Secretarial Auditor of the listed entity. (b) Where a firm including a limited liability partnership is appointed as Secretarial Auditor of the listed entity, only the partners who are Peer Reviewed Company Secretaries shall be authorised to act and sign on behalf of the firm. (c) Where a person appointed as Secretarial Auditor of the listed entity incurs any of the disqualifications as specified by the Board, after appointment, such person shall vacate the office as Secretarial Auditor and such vacatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he existing sub-regulation (2) and the provisos thereto, the following new sub-regulation shall be inserted, namely,- (3) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager or Chief Financial Officer of such listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval: Provided that, in the interim, such listed entity shall have not less than one full-time key managerial personnel managing its day-to-day affairs. XX. in regulation 27 , in sub-regulation (2), i. the existing clause (a), shall be substituted with the following clause, namely,- (a) The listed entity shall submit, to the recognised stock exchange(s), a quarterly compliance report on corporate governance in the format and within the timelines, as may be specified by the Board from time to time. ii. clause (b) shall be omitted; XXI. in regulation 30 , in sub-regulation (6), i. in clause (i), the symbol ; shall be substituted with the symbol : ; ii. after clause (i), the following new provisos shall be inserted, namely,- Provided that in case the meeting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on shall make a request for reclassification to the listed entity along with a rationale for the request and a description as to how the conditions specified in clause (b) of this sub-regulation (3) are satisfied; (ii) the board of directors of the listed entity shall analyze such request which is compliant with the conditions specified in clause (b) of sub-regulation (3) and provide their views in the immediate next board meeting or within two months from the date of receipt of the request from its promoter(s), whichever is earlier; (iii) the listed entity shall submit an application seeking no-objection of the recognized stock exchange for such reclassification request along with the views of the board of directors within five days of consideration of the request by the board of directors; (iv) the recognized stock exchange shall decide on such application(s) within a period of thirty days, excluding the time taken, if any, by the listed entity to respond to queries of stock exchanges, from the date of receipt of the application: Provided further that in case of entities that are listed on more than one recognized stock exchange, the concerned stock exchanges shall jointly decide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on (9) shall be substituted with the following sub-regulation, namely,- (9) The provisions of sub-regulations (3), (4) and (8) of this regulation shall not apply if reclassification of promoter(s) is as per the resolution plan approved under section 31 of the Insolvency Code or pursuant to an order of a Regulator under any law subject to the condition that (a) such promoter(s) shall not remain in control of the listed entity; (b) disclosure of the resolution plan or order of the Regulator within twenty-four hours along with an intimation that such promoter(s) would cease to be part of the promoter /promoter group of the listed entity. vi. in sub-regulation (10), a) the words and symbols clauses (a) and (b) of shall be omitted; b) the symbol : appearing after the words or scheme of arrangement shall be substituted by the words and symbol and subject to- ; c) before the existing proviso, the following new clauses shall be inserted, namely,- (i) compliance with clauses (b) and (c) of sub-regulation (3) of this regulation, and (ii) disclosure of reclassification within twenty-four hours of completion of open offer or scheme of arrangement: d) after the existing proviso, the following n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i. sub-regulation (2) shall be omitted; iii. in sub-regulation (5), a) after the words and symbols statutory auditor(s) and before the words and symbol is/are proposed to be , the words or Secretarial Auditor shall be inserted; b) in clause (a), after the words and symbols statutory auditor(s) and before the words along with terms of appointment , the words or Secretarial Auditor shall be inserted; c) in clause (b), after the words and symbols statutory auditor(s) and before the words proposed to be appointed , the words or Secretarial Auditor shall be inserted; XXVII. in regulation 37 , the existing sub-regulation (6) and the proviso thereto shall be substituted by the following sub-regulation and proviso, namely,- (6) Nothing contained in this regulation shall apply to draft schemes which a) solely provide for merger of a wholly owned subsidiary with its holding company; or b) solely provide for writing off the accumulated losses against the share capital of the listed entity applied uniformly across all shareholders on a pro rata basis or against the reserves of the listed entity: Provided that such draft schemes shall be filed with recognized stock exchanges for the purpose of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs, 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. vi. in clause (z), the symbo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -regulation (2), i. clause (b) shall be substituted with the following, namely, (b) The quarterly financial results submitted shall be approved by the board of directors. ii. after clause (b) and before clause (c), the following clause (ba) shall be inserted, namely, (ba) The financial results submitted to the stock exchange shall be signed by the chairperson or managing director, or a whole time director or in the absence of all of them, it shall be signed by any other director of the listed entity who is duly authorized by the board of directors to sign the financial results. XXXVI. in regulation 60 , i. sub-regulation (1) shall be substituted with the following, namely, (1) The listed entity shall fix a record date as per sub-regulation (7) of regulation 23 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. ii. in sub-regulation (2), the words seven shall be substituted with the word three ; XXXVII. in Schedule II , in Part E, i. in Paragraph A, a) the existing provision shall be re-numbered as sub-paragraph (i); b) after sub-paragraph (i), the following new sub-paragraph shall be inserted, namely,- (ii) The listed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Receipts/ Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method; shall be inserted; IV) the proviso shall be omitted; 3. in sub-paragraph 6, after the existing Explanation 2, the following new Explanation shall be inserted, namely,- Explanation 3 Fraud by senior management, other than who is promoter, director or key managerial personnel, shall be required to be disclosed only if it is in relation to the listed entity. 4. in sub-paragraph 15, I) in clause (a), a. the existing provision shall be renumbered as sub-clause (i); b. the words and symbols and presentations made by the listed entity to analysts or institutional investors. shall be substituted by symbol ; ; c. after sub-clause (i), the following sub-clause shall be inserted, namely,- (ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls shall be disclosed to the recognized stock exchanges prior to beginning of such events. d. the existing Explanation shall be renumbered as Explanation I; e. after the existing Explanation the following new Explanation shall be inserted, namely,- Explana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... akhs or more imposed by other authority or judicial body shall be disclosed within twenty four hours. (ii) disclosure of fine or penalty imposed which are lower than the monetary thresholds specified in the clause (i) above on a quarterly basis in the format as may be specified. ii. in Part-B, in clause A, paragraph 17 shall be substituted with the following, namely, (17) Fraud or defaults, in terms of paragraph 6 of clause A of Part-A of Schedule III, by a listed entity, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the listed entity, whether occurred within India or abroad; iii. in Part C, in paragraph A, in sub-paragraph (3), in clause (a), a) the words and/or cash bonuses appearing after the words all dividends and before the words recommended or declared shall be omitted; b) the words or cash bonus appearing after the words pass any dividend and before the symbol ; shall be omitted; XXXIX. in schedule V , paragraph C, sub-paragraph (9), clauses (e), (f) and (g) shall be omitted. G. RAM MOHAN RAO, Executive Director [ADVT.-III/4/Exty./758/2024-25] Footnotes: 1. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) 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/LAD-NRO/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 Amendment) Regulations, 2019, vide notification no. SEBI/ LADNRO/ GN/2019/22. p) July 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/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/LADNRO/ 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/LADNRO/ 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/LADNRO/ GN/2022/80. gg) July 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/88. hh) November 14, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/ GN/2022/103. ii) December 05, 2022 by the Securities and Exch ..... 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