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Sl. No.
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Regulations under
LoDR Regulations 2015
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Regulations
under LoDR 2nd Amend Regulations 2023
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Particulars
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Effective
date
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Remarks
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1
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Reg 3(ra) (new
insertion)
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Reg 3. I.
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“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;”
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14.07.2023
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Please sl. no. 13 & 30 as below for
more details.
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2
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Reg 6(1A) (new insertion)
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Reg 3. II.
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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.”
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14.07.2023
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3
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Reg 15 (1A) (amendment in effective date)
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Reg 3. III.
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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”
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Shall come by notification in gazette
later
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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.
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4
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Reg 17(1D) (new insertion)
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Reg 3. IV.
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“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.
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14.07.2023
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This is applicable to non-executive director who is
holding in permanent nature as per AoA.
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5
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Reg 17 (1E) (new insertion)
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Reg 3. IV.
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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.”
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14.07.2023
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6
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Reg 26A (new insertion)
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Reg 3 V.
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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.”
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14.07.2023
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7
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Reg 27 (2) (ba) (new insertion)
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Reg 3 VI
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(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.”
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14.07.2023
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Shall be applicable in quarterly Corporate Governance
report from Q2 FY ‘24
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8
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Reg 30 (4) i. (amendment by addition)
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Reg 3 VII i. a.
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“(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.”
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14.07.2023
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The “Or” added.
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9
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Reg 30 (4) i. c. (substitution)
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Reg 3. VII. i. b.
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“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;”
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14.07.2023
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Policy on materiality of events need to be amended to that effect.
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10
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Reg 30 (4) i. d.
(Amendment by addition)
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Reg 3. VII. i. c.
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“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.”
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14.07.2023
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Event which is of continuing nature which becomes material shall
be disclosed.
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11
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Reg 30 (4) iii.
(New insertion)
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Reg 3 VII i. d.
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“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).
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14.07.2023
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Policy on materiality of events need to be amended to that effect.
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12
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Reg 30 (6)
(substitution)
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Reg 3 VII ii.
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“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.”
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14.07.2023
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Need to ensure the same.
If there is any delay in disclosure, the entities need to be submitted
the disclosure with the explanation.
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13
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Reg 30 (11)
(Amendment plus insertion)
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Reg 3 VII iii.
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“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.”
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14.07.2023
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14
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Reg 30(13)
(new insertion)
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Reg 3 VII iv.
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“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.”
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14.07.2023
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15
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Reg 30A (new insertion)
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Reg 3 VIII
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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.”
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14.07.2023
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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.
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16
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Reg 31B (new insertion)
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Reg 3 IX.
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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.”
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14.07.2023
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17
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Reg 33(3)(j)
(New insertion)
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Reg 3 X.
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“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.”
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14.07.2023
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Shall be applicable to the issuers whose public issues open on or
after these regulations come into effect.
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18
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Reg 34(2)(f)
(New insertion)
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Reg 3 XI
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“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.”
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Shall come by notification in gazette later
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19
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Reg 37A
(new insertion)
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Reg 3 XII.
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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.”
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Shall come by notification in gazette
later
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20
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Reg 46 (2)(o)
(Amendment by addition)
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Reg 3 XIII
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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.
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14.07.2023
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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)
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21
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Reg 57
(substitution)
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Reg 3 xiv.
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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.”
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Shall come by notification in gazette
later
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Disclosure of Material Event as per Reg
30
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22
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Sch III Part A Para A (Amendment by
addition)
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Reg 3 XV
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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.”
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14.07.2023
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Refer sl. No. 9 above.
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23
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Sch III Part A Para A
(Amendment to clause by addition)
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Reg 3 XV.
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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)”
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14.07.2023
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New ratings need to be published in Stock exchange website
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24
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Sch III Part A Para A Clause 5A (new
insertion)
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Reg 3 XV.
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“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.”
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14.07.2023
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25
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Sch III Part A Para A Clause 6
(Substitution)
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Reg 3 XV.
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“(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.”
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14.07.2023
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Earlier fraud by non-executive directors were under Part A Para B
of Sch III that was based on policy on materiality of events.
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26
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Sch III Part A Para A Clause 7
(amendment by addition)
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Reg 3 XV.
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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”
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14.07.2023
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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.
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27
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Sch III Part A Para A Clause 7C & 7D
(new insertion)
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Reg 3 XV.
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“(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).”
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14.07.2023
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28
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Sch III Part A Para A Clause 11
(amendment by part deletion)
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Reg 3 XV.
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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”
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14.07.2023
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29
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Sch III Part A Para A Clause 15
(amendment by addition)
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Reg 3 XV.
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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.”
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14.07.2023
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Need to publish with the stock exchanges the investors meet
details at-least 2 working days
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30
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Sch III Part A Para A Clause 18 to 20
(new insertion)
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Reg 3 XV.
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“(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.”
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14.07.2023
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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.
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Events which shall be disclosed upon
application of the guidelines for materiality under Reg (30)(4)
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31
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Sch III Part A Para B Clause 2
(substitution)
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Reg 3 XV.
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“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).
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14.07.2023
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32
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Sch III Part A Para B Clause 2
(amendment by deletion)
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Reg 3 XV.
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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.”
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14.07.2023
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33
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Sch III Part A Para B Clause 8
(substitution)
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Reg 3 XV.
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“8. Pendency of any litigation(s) or dispute(s) or
the outcome thereof which may have an impact on the listed entity.”
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14.07.2023
|
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34
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Sch III Part A Para B Clause 8
(substitution)
|
Reg 3XV.
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“9. Frauds or defaults by employees of the listed
entity which has or may have an impact on the listed entity.”
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14.07.2023
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Excluded the term “Director” from the para–B and added to part A
para A clause 6. May please check sl no. 25.
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35
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Sch III Part A Para B Clause 11
(amendment by addition)
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Reg 3 XV.
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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.”
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14.07.2023
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36
|
Sch III Part A Para B Clause 13
(new insertion)
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Reg 3 XV.
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“13. Delay or default in the payment of fines,
penalties, dues, etc. to any regulatory, statutory, enforcement or judicial
authority.”
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14.07.2023
|
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37
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Sch V Para C Clause 5C
(new insertion)
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Reg 3 XV
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“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
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14.07.2023
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Need to disclose in the Annual Report FY 2024 onwards
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38
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Sch V Para G
(new insertion)
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Reg 3 XV.
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“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.”
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14.07.2023
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Refer Sl no. 24 for more details.
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