SEBI (LODR) Amendments 2023
Background
The genesis of the compliance and regulations for listed companies lies in the Securities Contract (Regulation) Act 1956 (“SCRA”).
A listed company means a public company. A company whose shares are open to general public and are traded on stock exchanges. The SCRA 1956 deals with provisions regulating the functioning of stock exchanges, listing of securities on stock exchanges and monitors any illegal contracts in securities markets.
According to provisions of SCRA 1956, it was mandatory for every listed company in India to make various disclosures to the stock exchanges. Such disclosures between the listed company and the stock exchanges were governed by a Listing Agreement.
On 2nd September 2015, SEBI introduced the LODR Regulations for better and effective regulations and control on disclosure by listed companies with the stock exchanges. The LODR regulations have been amended from time to time. The most recent amendment was in June 2023. An insight into the key aspects of the amendments.
| Reg | Particulars | Amendment 2023 | Observation/Remarks |
|---|---|---|---|
| 2 | Definition(s) Mainstream media | Definition of “Mainstream media” defined to include print or electronic mode of: newspapers registered with Registrar of Newspapers for India; news channels permitted by Ministry of information and broadcasting, Government of India; content published by news publisher as defined under Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 newspapers or news channels registered in jurisdictions outside India. | New sub regulation inserted; The scope of definition has been broadened |
| 6 (1A) | Vacancy in the office of Compliance officer | Any vacancy in the office of the compliance officer shall be filled in not later than 3 months from the date of such vacancy. A listed entity shall not fill such vacancy by appointing a person in interim capacity unless such appointment is made with applicable laws. | |
| 17(1D) | Continuation of director on Board a listed company | The continuation of director serving on the Board of a listed entity shall be subject to approval by shareholders in a general meeting at least once in 5 years from the date of appointment or re-appointment. The continuation of the director serving on the board of directors of a listed entity as on March 31, 2024, 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, 2024 The requirement of seeking approval in general meeting shall NOT be applicable to: the Whole-Time Director, Managing Director, Manager, Independent Director, or a Director retiring in accordance with Section 152(6) of the Companies Act, 2013, if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager is otherwise provided for by the provisions of these regulations or the Companies Act, 2013 and has been complied with a director appointed pursuant to a Court order or Tribunal order or to a nominee director of the Government on the board of a listed entity, other than a public sector company, or to a nominee director of a financial sector regulator on the board of a listed entity; a director nominated by a financial institution registered with or regulated by the RBI under a lending arrangement in its normal course of business or nominated by a Debenture Trustee registered with the Board under a subscription agreement for the debentures issued by the listed entity. | New sub regulation inserted. To be effective from 1st April 2024 |
| 26 A (1) & (2) | Vacancies in respect of certain Key Managerial Personnel | Any vacancy in the office of Chief Executive Officer (CEO), Managing Director (MD), Whole Time Director (WTD) or Manager, Chief Financial Officer (CFO) shall be filled by the listed entity not later than 3 months from the date of such vacancy. A listed entity shall not fill such vacancy by appointing a person in interim capacity unless such appointment is made with applicable laws. | New sub regulation inserted in Regulation 26 |
| 27(2) (ba) | Cyber security | Details of cyber security incidents or breaches or loss of data or documents shall be disclosed in the quarterly governance reports to be submitted to the stock exchange. | New sub regulation inserted in regulation 27 |
| 30(4)(i)(c) | Monetary Limits for disclosure of omissions | Disclosures of omission of an event must be made if the value or impact exceeds the lower of the following: 2% of turnover as per last audited consolidated financial statements; 2% of net worth as per the last audited consolidated financial statements except in case the arithmetic value of the net worth is negative; 5% 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. If the above thresholds are not met, yet the Board feels it prudent to disclose the information, it could do so. Any material disclosure shall made within 30 days form the date of this notification coming into effect. | |
| 30(6) | Time limit for disclosure to relevant stock exchange | Listed company to disclose to the stock exchanges all material events or information within: 30 minutes from the Board meeting in which decision is taken; 12 hours from occurrence of event if information is emanating from the company; 24 hours from occurrence of event if information is NOT emanating from the company; Disclosures required to be mentioned within timelines specified in Part A Schedule III should be continued to do so. In case of delay in complying with the timelines, explanation should be submitted along with the disclosure. | substituted with existing sub regulation (6) |
| 30(11) Proviso | Clarification from top 100 / 250 listed companies on material events | With effect from 01.10.2023 – top 100 companies 01.04.2023 – top 250 companies Shall confirm / deny / clarify any reported event or information in the mainstream media which is not general in nature and indicates rumours. This must be done within 24 hours from reporting of the event. The top 100 and 250 listed entities shall be determined based on market capitalization, as at the end of the immediately preceding financial year. | Proviso / explanation inserted after sub regulation (11) |
| 30A | Disclosure of certain type of agreements binding listed companies | Stakeholders of listed entity / holding/ subsidiary/associate who are parties to the agreement which impact the management or control of listed company or create any liability or impose restriction that subsist on the date of notification or being later, must inform the listed entity within 2 working days of entering into the agreement. The listed entity must in turn intimate the stock exchange and place it on its website. The listed entity must share the number of such agreements, salient features, and link where such agreements would be available. Stakeholders include: shareholders, promoters, promoter groups, related parties, directors, KMPs and employees of listed entities. | New regulation inserted / included after Regulaiton 30 |
| 31B | Special rights of shareholders | Any special right granted to shareholders of a listed entity shall be subject to approval by shareholders by a special resolution once every 5 years from the date of grant of such right. This shall not be applicable to any special rights made available by a listed entity to a financial institution registered with or regulated by RBI under a lending agreement in normal course of business or debenture trustee agreement. | Regulation inserted after regulation 31A |
| 33 (3)(j) | Time limit for submission of financial results | The listed entity shall submit is financial results for quarter or financial year immediately preceding the period for which financial statements disclosed in offer document for IPO OR within 21 days from date of listing, whichever is later. | Sub regulation (j) inserted after sub regulation 33 (3)(i) |
| 34(2)(f) | Business responsibility report and sustainability report (BRSR) and ESG disclosures | The BRSR and ESG disclosures applicable on top 1,000 companies and for their value chain shall made in the manner that may be specified from time to time. The remaining listed entities may voluntarily disclose the BRSR for themselves or value chain. | Substituted with existing sub regulation |
| 37A | Sale, lease, or disposal of an undertaking outside Scheme of Arrangement | Any sale, lease, or otherwise disposal of an undertaking (outside scheme of arrangement) of listed company carrying out such sale or lease shall take prior approval for shareholders by a special resolution in a shareholders meeting. The company shall disclose the rationale and commercials for carrying out such transactions in the explanatory statement to the notice of the shareholders meeting. | |
| 46(2)(o) | Intimation of analysts / institutional investors meet | Schedule of analysts or institutional investors meet must be reported at least 2 working dates in advance to stock exchanges (excluding the date of intimation and date of meeting) | New sub regulation (o) inserted |
| 57 | Intimation to stock exchanges | Listed entity to submit a certificate to stock exchange regarding payment status of interest or dividend or repayment or redemption of principal of non- convertible securities within 1 working day becoming due in the manner and format specified by the Borad from time to time. | New regulation substituted with the existing regulation |
| SCHEDULE III PART A | |||
| Particulars | Amendment | Observation / remarks | |
| Paragraph A (a) | Disclosure under Reg 30 (4)(i)(c) with respect to acquisition or agreement to acquire exceeding thresholds mentioned therein. This includes agreement to sell or sale of shares or voting rights in a company in such a way that the company ceases to be a wholly owned subsidiary / subsidiary/ associate, or the sale amount exceeds thresholds given in reg 30 (40)(i)(c) | ||
| Paragraph A (b) | Stock exchanges must be intimated for any new ratings obtained from rating agencies | “New ratings” inserted. | |
| Paragraph A (d) | Disclosure of frauds or defaults by a Listed company, of its promoter, Director, KMP, Senior Management or subsidiary; or their arrests, whether occurred in India or abroad. ‘Fraud’ shall include fraud as defined under Regulation 2(1)(c) of SEBI(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. ‘Default’ shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable. | New paragraph substituted for existing paragraph | |
| Paragraph A (18) | Directors, Promoter, KMPs or Senior management shall not make any announcement or communication through social media intermediaries, any material event or information that is covered under regulation 30. “Social media intermediaries” shall have the same meaning as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. | New sub regulation inserted after sub regulation (17) | |
| Paragraph A (19) & (20) | Disclosure of any action initiated, or order passed by any regulatory, statutory or judicial body against the listed company or its directors, KMPs, senior management, promoter, or subsidiary company on matters relating to: -Search or seizure -Re-opening of accounts -Investigation under Companies Act 2013 - Suspension; - Imposition of fine or penalty; - Settlement of proceedings; - Debarment; - disqualification; - Closure of operations; - Sanctions imposed; - Warning or caution; or any other similar action(s) by whatever name called; | ||
| Paragraph A (21) | Disclosure of voluntary revision of financial statements or the report of the board of directors of the listed entity under section 131 of the Companies Act, 2013. | ||
| Particulars | Amendment | Observation / remarks | |
| 5B | Disclosure of particulars of senior management including the changes therein since the close of the previous financial year. | Inserted after sub paragraph 5A | |
| G | Disclosure of certain types of agreements binding listed entities to be made – information disclosed under clause 5A of paragraph A, Part A of Schedule III. |
Conclusion
The recent amendments address multi-dimensional issues – enhanced disclosures for better corporate governance, regulation of use of social media / intermediaries, protecting shareholder rights and interests and ensuring a more responsible and vigilant Board of listed entities.
These amendments aim to enhance transparency, strengthen compliance mechanisms, and protect the interests of shareholders and investors.
https://taxguru.in/sebi/sebi-lodr-amendments-highlights-implications-14th-june-2023-gazette.html
https://taxguru.in/sebi/gist-amendments-sebi-lodr-dated-14-june-2023.html
https://taxguru.in/sebi/note-sebi-lodr-amendments-second-amendment-regulations-2023.html
Reference
https://corporate.cyrilamarchandblogs.com/
https://www.taxmann.com/post/blog/opinion-decoding-the-sebi-lodr-second-amendment-regulations/
https://taxguru.in/sebi/note-sebi-lodr-amendments-second-amendment-regulations-2023.html
http://vinodkothari.com/2023/06/sebi-lodr-second-amendment-regulations-2023/
For full text of the amendment:
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