SEBI (LoDR) (2nd Amendment) Regulations, 2023 - An Analysis

 

SEBI (Listing Obligation and Disclosure Requirements) (2^nd Amendment) Regulations, 2023

Effective date: 30^th day from official gazette dated 14.06.2023 (i.e.., 14.07.2023) except certain items which will be notified later.

Sl. No.	Regulations under LoDR Regulations 2015	Regulations under LoDR 2nd Amend Regulations 2023	Particulars	Effective date	Remarks
1	Reg 3(ra) (new insertion)	Reg 3. I.	“3(ra)Mainstream Media” shall include print or electronic mode of the following: i.      Newspapers registered with the Registrar of Newspapers for India; ii.     News channels permitted by Ministry of Information and Broadcasting under Government of India; iii.   Content published by the publisher of news and current affairs content as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and iv.   Newspapers or news channels or news and current affairs content similarly registered or permitted or regulated, as the case may be, in jurisdictions outside India;”	14.07.2023	Please sl. no. 13 & 30 as below for more details.
2	Reg 6(1A) (new insertion)	Reg 3. II.	6(1A) Any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy:   Provided that the listed entity shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a fresh appointment to such office and the obligations under such laws are made applicable to such person.”	14.07.2023
3	Reg 15 (1A) (amendment in effective date)	Reg 3. III.	a.    in second proviso, the words and symbols “March 31, 2023” shall be substituted by “March 31, 2024”; b.    in Explanation (3), the words and symbols “March 31, 2023” shall be substituted by “March 31, 2024”	Shall come by notification in gazette later	The provisions of Reg. 16-27 of LODR shall be applicable to a ‘high value debt listed entity’ on a ‘comply or explain’ basis March 31, 2024, and on a mandatory basis thereafter.
4	Reg 17(1D) (new insertion)	Reg 3. IV.	“17(1D) With effect from April 1, 2024, the continuation of a director serving on the board of directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be:   Provided that 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:   Provided further that the requirement specified in this regulation shall not be applicable to the a. Whole-Time Director, b. Managing Director, c. Manager, d. Independent Director or e. a Director retiring as per the sub-section (6) of section 152 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:   Provided further that the requirement specified in this regulation shall not be applicable to the director appointed pursuant to the order of a Court or a Tribunal 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:   Provided further that the requirement specified in this regulation shall not be applicable to a director nominated by a financial institution registered with or regulated by the Reserve Bank of India 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.	14.07.2023	This is applicable to non-executive director who is holding in permanent nature as per AoA.
5	Reg 17 (1E) (new insertion)	Reg 3. IV.	17(1E) Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy:   Provided that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of this regulation, due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated: Provided further that this sub-regulation shall not apply if the listed entity fulfils the requirement under sub-regulation (1) of this regulation without filling the vacancy.”	14.07.2023
6	Reg 26A (new insertion)	Reg 3 V.	26A. Vacancies in respect of certain Key Managerial Personnel   (1) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy:   Provided that the listed entity shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a fresh appointment to such office and the obligations under such laws are made applicable to such person.   (2) Any vacancy in the office of the Chief Financial Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy:   Provided that the listed entity shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a fresh appointment to such office and the obligations under such laws are made applicable to such person.”	14.07.2023
7	Reg 27 (2) (ba) (new insertion)	Reg 3 VI	(ba) Details of cyber security incidents or breaches or loss of data or documents shall be disclosed along with the report mentioned in clause (a) of sub-regulation (2), as may be specified.”	14.07.2023	Shall be applicable in quarterly Corporate Governance report from Q2 FY ‘24
8	Reg 30 (4) i. (amendment by addition)	Reg 3 VII i. a.	“(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; or (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.”	14.07.2023	The “Or” added.
9	Reg 30 (4) i. c. (substitution)	Reg 3. VII. i. b.	“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) 2% of turnover, as per the last audited consolidated financial statements of the listed entity; (2) 2% 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) 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;”	14.07.2023	Policy on materiality of events need to be amended to that effect.
10	Reg 30 (4) i. d. (Amendment by addition)	Reg 3. VII. i. c.	“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.”	14.07.2023	Event which is of continuing nature which becomes material shall be disclosed.
11	Reg 30 (4) iii. (New insertion)	Reg 3 VII i. d.	“iii.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).	14.07.2023	Policy on materiality of events need to be amended to that effect.
12	Reg 30 (6) (substitution)	Reg 3 VII ii.	“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)     30 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)   12 hrs from the occurrence of the event or information, in case the event or information is emanating from within the listed entity; (iii)  24 hrs 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.”	14.07.2023	Need to ensure the same.   If there is any delay in disclosure, the entities need to be submitted the disclosure with the explanation.
13	Reg 30 (11) (Amendment plus insertion)	Reg 3 VII iii.	“Provided that the top 100 listed entities (with effect from October 1, 2023) and thereafter the top 250 listed entities (with effect from April 1, 2024) shall confirm, deny or clarify any reported event or information in the mainstream media which is not general in nature and which indicates that rumours of an impending specific material event or information in terms of the provisions of this regulation are circulating amongst the investing public, as soon as reasonably possible and not later than twenty four hours from the reporting of the event or information:   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.   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.”	14.07.2023
14	Reg 30(13) (new insertion)	Reg 3 VII iv.	“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.”	14.07.2023
15	Reg 30A (new insertion)	Reg 3 VIII	30A. Disclosure requirements for certain types of agreements binding listed entities: (1)  All the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of a listed entity or of its holding, subsidiary and associate company, who are parties to the agreements specified in clause 5A of para A of part A of schedule III to these regulations, shall inform the listed entity about the agreement to which such a listed entity is not a party, within two working days of entering into such agreements or signing an agreement to enter into such agreements:   Provided that for the agreements that subsist as on the date of notification of clause 5A to para A of part A of schedule III, the parties to the agreements shall inform the listed entity, about the agreement to which such a listed entity is not a party and the listed entity shall in turn disclose all such subsisting agreements to the Stock Exchanges and on its website within the timelines as specified by the Board.   (2) The listed entity shall disclose the number of agreements that subsist as on the date of notification of clause 5A to para A of part A of schedule III, their salient features, including the link to the webpage where the complete details of such agreements are available, in the Annual Report for the financial year 2022-23 or for the financial year 2023-24.”	14.07.2023	Refer Sl. No. 24.   If there is any agreement, the same shall be published in the website and weblink shall be published in the Annual Report.
16	Reg 31B (new insertion)	Reg 3 IX.	Special rights to shareholders:   (1) Any special right granted to the shareholders of a listed entity shall be subject to the approval by the shareholders in a general meeting by way of a special resolution once in every five years starting from the date of grant of such special right:   Provided that the special rights available to the shareholders of a listed entity as on the date of coming into force of this regulation shall be subject to the approval by shareholders by way of a special resolution within a period of five years from the date of coming into force of this regulation:   Provided further that the requirement specified in this regulation shall not be applicable to the special rights made available by a listed entity to a financial institution registered with or regulated by the Reserve Bank of India under a lending arrangement in the normal course of business or to a debenture trustee registered with the Board under a subscription agreement for the debentures issued by the listed entity, if such financial institution or the debenture trustee becomes a shareholder of the listed entity as a consequence of such lending arrangement or subscription agreement for the debentures.”	14.07.2023
17	Reg 33(3)(j) (New insertion)	Reg 3 X.	“The listed entity shall, subsequent to the listing, submit its financial results for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document for the initial public offer, in accordance with the timeline specified in clause (a) or clause (d) of this sub-regulation, as the case may be, or within 21 days from the date of its listing, whichever is later.”	14.07.2023	Shall be applicable to the issuers whose public issues open on or after these regulations come into effect.
18	Reg 34(2)(f) (New insertion)	Reg 3 XI	“for the top 1000 listed entities based on market capitalization, a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board from time to time:   Provided that the assurance of the Business Responsibility and Sustainability Report Core shall be obtained, with effect from and in the manner as may be specified by the Board from time to time:   Provided further that the listed entities shall also make disclosures and obtain assurance as per the Business Responsibility and Sustainability Report Core for their value chain, with effect from and in the manner as may be specified by the Board from time to time:   Provided further that the remaining listed entities, including the entities which have listed their specified securities on the SME Exchange, may voluntarily disclose the Business Responsibility and Sustainability Report or may voluntarily obtain the assurance of the Business Responsibility and Sustainability Report Core, for themselves or for their value chain, as the case may be.   Explanation-1: For the purpose of this clause: (i) market capitalization shall be calculated as on the 31st day of March of every financial year; (ii) Business Responsibility and Sustainability Report Core shall comprise of such key performance indicators as may be specified by the Board from time to time; (iii) “value chain” for the listed entities shall be specified by the Board from time to time.”	Shall come by notification in gazette later
19	Reg 37A (new insertion)	Reg 3 XII.	37A. Sale, lease or disposal of an undertaking outside Scheme of Arrangement   (1) A listed entity carrying out sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of such entity or where it owns more than one undertaking, of the whole or substantially the whole of any of such undertakings, shall –   (a) take prior approval of shareholders by way of special resolution; (b) disclose the object of and commercial rationale for carrying out such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the entity, and the use of proceeds arising therefrom, in the statement annexed to the notice to be sent to the shareholders:   Provided that such a special resolution shall be acted upon only if the votes cast by the public shareholders in favour of the resolution exceed the votes cast by such public shareholders against the resolution:     Provided further that no public shareholder shall vote on the resolution if he is a party, directly or indirectly, to such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the listed entity.   Explanation. — For the purposes of this regulation, the terms “undertaking” and “substantially the whole of the undertaking” shall have the same meaning as assigned to them under clause (a) of subsection (1) of section 180 of the Companies Act, 2013.   (2) The requirement as specified in sub-regulation (1) shall not be applicable for sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking by a listed entity to its wholly owned subsidiary whose accounts are consolidated with such listed entity:   Provided that prior to such wholly owned subsidiary selling, leasing or otherwise disposing of the whole or substantially the whole of the undertaking received from a listed entity, whether in whole or in part, to any other entity, such listed entity shall comply with the requirements specified in subregulation (1):   Provided further that the listed entity shall comply with the requirements specified in sub-regulation (1) before diluting its shareholding below hundred percent in its wholly owned subsidiary to which the whole or substantially the whole of the undertaking of such listed entity was transferred.   Explanation: The provisions of this regulation shall not be applicable where sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of a listed entity is by virtue of a covenant covered under an agreement with a financial institution regulated by or registered with the Reserve Bank of India or with a Debenture Trustee registered with the Board.”	Shall come by notification in gazette later
20	Reg 46 (2)(o)   (Amendment by addition)	Reg 3 XIII	in regulation 46, in sub-regulation (2), in clause (o), after the words “investors meet” and before the words “and presentations”; the words and symbols “at least two working days in advance (excluding the date of the intimation and the date of the meet)” shall be inserted.	14.07.2023	The listed entity shall disseminate information under a separate section on its website the investors meet at least 2 working days in advance (excluding the date of the intimation and the date of the meet)
21	Reg 57 (substitution)	Reg 3 xiv.	Intimation to stock exchanges   The listed entity shall submit a certificate to the stock exchange regarding status of payment of interest or dividend or repayment or redemption of principal of non-convertible securities, within one working day of it becoming due, in the manner and format as specified by the Board from time to time.”	Shall come by notification in gazette later
Disclosure of Material Event as per Reg 30
22	Sch III Part A Para A (Amendment by addition)	Reg 3 XV	1.    “Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in associate company of the listed entity or any other restructuring.   Explanation (1) - For the purpose of this sub-paragraph, the word 'acquisition' shall mean- (i) acquiring control, whether directly or indirectly; or (ii) acquiring or agreement to acquire shares or voting rights in a company, whether existing or to be incorporated, whether directly or indirectly, such that – s (a)      the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company; or (b)      there has been a change in holding from the last disclosure made under subclause (a) of clause (ii) of the Explanation to this sub-paragraph and such change exceeds two per cent of the total shareholding or voting rights in the said company; or (c)       the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30. Explanation (2) - For the purpose of this sub-paragraph, “sale or disposal of subsidiary” and “sale of stake in associate company” shall include-   (i)    an agreement to sell or sale of shares or voting rights in a company such that the company ceases to be a wholly owned subsidiary, a subsidiary or an associate company of the listed entity; or   (ii)  an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in subclause (c) of clause (i) of sub-regulation (4) of regulation 30.   Explanation (3)- For the purpose of this sub-paragraph, “undertaking” and “substantially the whole of the undertaking” shall have the same meaning as given under section 180 of the Companies Act, 2013.”	14.07.2023	Refer sl. No. 9 above.
23	Sch III Part A Para A (Amendment to clause by addition)	Reg 3 XV.	in sub-paragraph (3), before the words and symbols “Revision in Rating(s)”, the words and symbols “New Rating(s) or” shall be inserted;   “3. New Rating(s) or Revision in Rating(s)”	14.07.2023	New ratings need to be published in Stock exchange website
24	Sch III Part A Para A Clause 5A (new insertion)	Reg 3 XV.	“5A. Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements:   Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations.   Explanation: For the purpose of this clause, the term “directly or indirectly” includes agreements creating obligation on the parties to such agreements to ensure that listed entity shall or shall not act in a particular manner.”	14.07.2023
25	Sch III Part A Para A Clause 6 (Substitution)	Reg 3 XV.	“(6) Fraud or defaults 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:   For the purpose of this sub-paragraph: (i) ‘Fraud’ shall include fraud as defined under Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. (ii) ‘Default’ shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable. Explanation 1- In case of revolving facilities like cash credit, an entity would be considered to be in ‘default’ if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than thirty days.   Explanation 2- Default by a promoter, director, key managerial personnel, senior management, subsidiary shall mean default which has or may have an impact on the listed entity.”	14.07.2023	Earlier fraud by non-executive directors were under Part A Para B of Sch III that was based on policy on materiality of events.
26	Sch III Part A Para A Clause 7 (amendment by addition)	Reg 3 XV.	in sub-paragraph (7), after the words and symbols “Company Secretary etc.),” the words and symbol “senior management,” shall be inserted;   “7. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Senior Management, Auditor and Compliance Officer”	14.07.2023	Senior Management (Reg 16 1. (d)) is also included. The term means the officers and personnel of the listed entity 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.
27	Sch III Part A Para A Clause 7C & 7D (new insertion)	Reg 3 XV.	“(7C) In case of resignation of key managerial personnel, senior management, Compliance Officer or director other than an independent director; the letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance Officer or director shall be disclosed to the stock exchanges by the listed entities within seven days from the date that such resignation comes into effect.   (7D) In case the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s).”	14.07.2023
28	Sch III Part A Para A Clause 11 (amendment by part deletion)	Reg 3 XV.	in sub-paragraph (11), the words “reference to BIFR and” shall be omitted.   “11. Reference to BIFR and winding-up petition filed by any party / creditors”	14.07.2023
29	Sch III Part A Para A Clause 15 (amendment by addition)	Reg 3 XV.	in sub-paragraph (15), in item (a), after the words “investors meet” and before the words “and presentations”, the words and symbols “at least two working days in advance (excluding the date of the intimation and the date of the meet)” shall be inserted;   “15 (a) Schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of the intimation and the date of the meet  and presentations made by the listed entity to analysts or institutional investors. Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means.”	14.07.2023	Need to publish with the stock exchanges the investors meet details at-least 2 working days
30	Sch III Part A Para A Clause 18 to 20 (new insertion)	Reg 3 XV.	“(18) Announcement or communication through social media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity.   Explanation – “social media intermediaries” shall have the same meaning as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.   (19) Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following:   (a) search or seizure; or (b) re-opening of accounts under section 130 of the Companies Act, 2013; or (c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; along with the following details pertaining to the actions(s) initiated, taken or orders passed: i. name of the authority; ii. nature and details of the action(s) taken, initiated or order(s) passed; iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority; iv. details of the violation(s)/contravention(s) committed or alleged to be committed; v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.     (20) Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following-   (a) suspension; (b) imposition of fine or penalty; (c) settlement of proceedings; (d) debarment; (e) disqualification; (f) closure of operations; (g) sanctions imposed; (h) warning or caution; or (i) any other similar action(s) by whatever name called; along with the following details pertaining to the actions(s) initiated, taken or orders passed: i. name of the authority; ii. nature and details of the action(s) taken, initiated or order(s) passed; iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority; iv. details of the violation(s)/contravention(s) committed or alleged to be committed; v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.   (21) 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.”	14.07.2023	Announcement of material nature under Reg 30 by prescribed person which is not available to the public shall be published to the stock exchange.           Actions initiated and order passed by prescribed authorities shall be published.
Events which shall be disclosed upon application of the guidelines for materiality under Reg (30)(4)
31	Sch III Part A Para B Clause 2 (substitution)	Reg 3 XV.	“2. Any of the following events pertaining to the listed entity: (a) arrangements for strategic, technical, manufacturing, or marketing tie-up; or (b) adoption of new line(s) of business; or (c) closure of operation of any unit, division or subsidiary (in entirety or in piecemeal).	14.07.2023
32	Sch III Part A Para B Clause 2 (amendment by deletion)	Reg 3 XV.	in sub-paragraph 5, the words and symbols “(as a borrower)” shall be omitted;   “5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.”	14.07.2023
33	Sch III Part A Para B Clause 8 (substitution)	Reg 3 XV.	“8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity.”	14.07.2023
34	Sch III Part A Para B Clause 8 (substitution)	Reg 3XV.	“9. Frauds or defaults by employees of the listed entity which has or may have an impact on the listed entity.”	14.07.2023	Excluded the term “Director” from the para–B and added to part A para A clause 6. May please check sl no. 25.
35	Sch III Part A Para B Clause 11 (amendment by addition)	Reg 3 XV.	in sub-paragraph 11, after the words “a surety” and before the words “for any”, the words and symbols “, by whatever named called,” shall be inserted;   “11. Giving of guarantees or indemnity or becoming a surety by whatever name called for any third party.”	14.07.2023
36	Sch III Part A Para B Clause 13 (new insertion)	Reg 3 XV.	“13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.”	14.07.2023
37	Sch V Para C Clause 5C (new insertion)	Reg 3 XV	“5B. Senior management: Particulars of senior management including the changes therein since the close of the previous financial year.”   Senior Management means as defined under Reg 16(1)(d) of LoDR	14.07.2023	Need to disclose in the Annual Report FY 2024 onwards
38	Sch V Para G (new insertion)	Reg 3 XV.	“G. Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations.”	14.07.2023	Refer Sl no. 24 for more details.

 

 

 

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