Latest Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Securities and Exchange Board of India (“SEBI”) in exercise of the powers conferred under Section 30 of the Securities and Exchange Board of India Act, 1992 has introduced certain amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) vide the notification number SEBI/LAD-NRO/GN/2021/22 dated May 5, 2021.[1] A brief snapshot of the changes introduced has been discussed below:

S. No.

Reference Earlier Position Current Position
1. Definition [Regulation 2 (1) (zm)] _ Insertion of clause (zn) under Regulation 2(1) pursuant to which:

A working day to mean working days of the stock exchange where the securities of the entity are listed.

2. Applicability of LODR Regulations [Regulation 3 (1)] The LODR Regulations to apply to the listed entity which has specified securities listed on main board or SME exchange or institutional trading platform. The LODR Regulations to apply to the listed entity which has specified securities listed on main board or SME exchange or IGP.
3. Applicability of LODR Regulations [Regulation 3 (2)] _ Insertion of sub-regulation (2) pursuant to which:

The provisions of the LODR Regulations which become applicable to listed entities on the basis of market capitalisation criteria to continue to apply to such entities even if they fall below the mentioned thresholds.

4. Share Transfer Agent [Regulation 7 (3)} The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable, within one month of end of each half of the financial year. The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable, within thirty days of end of the financial year.
5. Applicability of the obligations of listed entity which has listed its specified securities [Regulation 15 (2) (a)] The compliance with the corporate governance provisions to not apply to the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year:

Provided that where the provisions of the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

The compliance with the corporate governance provisions to not apply to the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year:

Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and paraC, D and E of Schedule V of LODR Regulations become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date.

6. Applicability of the obligations of listed entity which has listed its specified securities [Regulation 15 (2) (a)]   Insertion of proviso to Regulation 15 (2) (a) pursuant to which:

Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.

7. Applicability of the obligations of listed entity which has listed its specified securities [Regulation 15 (2) (b)] The compliance with corporate governance provisions shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Provided that for other listed entities which are not companies, but body corporate or are subject to regulations under other statues, the provisions of corporate governance provisions as specified in regulation 17, 14[17A,] 18, 19, 20, 21, 22, 23, 24, 15[24A,] 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of LODR Regulations shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.

Omitted with effect from September 1, 2021.
8. Risk Management Committee [Regulation 21 (2)] The majority of members of therisk management committee (“RMC”) shall consist of members of the board of directors and in case of a listed entity having outstanding superior rights equity shares, at least two thirds of the RMC shall comprise of independent directors. The RMC shall have minimum three members with majority of them being members of the board of directors, including at least one independent director and in case of a listed entity having outstanding superior rights equity shares, at least two thirds of the RMC shall comprise independent directors.
9. Risk Management Committee [Regulation 21 (3A)] The RMC shall meet atleast once in a year. The RMC shall meet atleast twice in a year.
10. Risk Management Committee [Regulation 21 (3B)] _ Insertion of sub-regulation (3B) after sub-regulation (3A) and before sub-regulation (4) pursuant to which:

The quorum for a meeting of the Risk Management Committee shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the board of directors in attendance.

11. Risk Management Committee [Regulation 21 (3C)] _ Insertion of sub-regulation (3C) after sub-regulation (3B) and before sub-regulation (4) pursuant to which:

The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings.

12. Risk Management Committee [Regulation 21 (4)] _ Insertion of proviso to Regulation 21 sub-regulation (4) pursuant to which:

The role and responsibilities of the RMCto mandatorily include the performance of functions specified in under Schedule II Part D of the LODR Regulations.

13. Risk Management Committee [Regulation 21 (5)] LODR Regulations to be applicable to top 500 listed companiesdetermined on the basis of market capitalisation, as at the end of the immediate previous financial year. LODR Regulations to be applicable to top 1000 listed companiesdetermined on the basis of market capitalisation, as at the end of the immediate previous financial year.
14. Risk Management Committee [Regulation 21 (6)] _ Insertion of sub-regulation (6) after sub-regulation (5) pursuant to which:

The RMCto have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

15. Corporate governance requirements with respect to subsidiary of listed entity [Regulation 24 (5)] A listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its general meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a court/tribunal[, or under a resolution plan duly approved under section 31 of the Insolvency and Bankruptcy Code, 2016 and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved. A listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less thanor equal to fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its general meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a court/tribunal[, or under a resolution plan duly approved under section 31 of the Insolvency and Bankruptcy Code, 2016 and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
16. Secretarial Audit[Regulation 24A (1)] Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.
17. Secretarial Audit[Regulation 24 A (2)] _ Sub-regulation (2) inserted pursuant to which:

Every listed entity to submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.

18. Obligations with respect to employees including senior management, key managerial persons, directors and promoters[Regulation 26 (4)] With respect to the obligations for employees including senior management, key managerial persons, directors and promoters, the non-executive directors to disclose their shareholding, held either by them or on a beneficial basis for any other persons in the listed entity in which they are proposed to be appointed as directors, in the notice to the general meeting called for appointment of such director. Omitted
19. Other corporate governance requirements [Regulation 27 (2) (a)] The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by SEBI from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter. The listed entity to submit a quarterly compliance report on corporate governance in the format as specified by SEBI from time to time to the recognised stock exchange(s) within twenty-one days from end of each quarter.
20. Prior Intimation [Regulation 29 (1) (f)] Prior intimation to stock exchange about the meeting in which the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers to be given by the listed entity. Prior intimation to stock exchange about the meeting in which the proposal for declaration of bonus securities is discussed to be given by the listed entity.
21. Disclosure of events or information [Regulation 30 (6)] The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III of the LODR Regulations, or information as soon as reasonably possible and not later than twenty-four hours from the occurrence of event or information.

Provided further that disclosure with respect to such events shall be made within thirty minutes of the conclusion of the board meeting.

The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III of the LODR Regulations, or information as soon as reasonably possible and not later than twenty-four hours from the occurrence of event or information.

Provided further that disclosure with respect to such events shall be made within the timelines specified therein.

22. Conditions for re-classification of any person as promoter/ public [Regulation 31 A (3) (a)] Re-classification of status of a promoter/ person belonging to promoter group to public to be permitted by the stock exchanges only upon satisfaction of the following conditions:

a)     an application for re-classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting:

i.     the promoter(s) seeking re-classification shall make a request for reclassification to the listed entity which shall include rationale for seeking such re-classification and how the conditions specified for re-classification are satisfied;

ii.     the board of directors of the listed entity shall analyze the request and place the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request:

 

Provided that there shall be a time gap of at least three months but not exceeding six months between the date of board meeting and the shareholder’s meeting considering the request of the promoter(s) seeking re-classification.

 

iii.     the request of the promoter(s) seeking re-classification shall be approved in the general meeting by an ordinary resolution in which the promoter(s) seeking re-classification and persons related to the promoter(s) seeking re-classification shall not vote to approve such re-classification request.

Reclassification of status of a promoter to public shall be permitted by the stock exchanges only upon satisfaction of the following conditions:

a)      an application for reclassification has been made by the listed entity to the stock exchanges within thirty days from the date of approval by shareholders in general meeting after ensuring that the following procedural requirements have been fulfilled:

 

i.     the promoter(s) seeking reclassification has made a request for reclassification to the listed entity along with a rationale for the same and a description as to how the conditions specified for re-classification are satisfied;

ii.     the board of directors of the listed entity has analyzed such request in the immediately next board meeting or within three months from the date of receipt of the request from its promoter(s), whichever is earlier and has placed the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request.

 

Provided that there shall be a time gap of at least one month but not exceeding three months between the dates of the board meeting and the shareholders’ meeting considering the request of the promoter(s) seeking reclassification.

 

iii.     the request of the promoter(s) seeking reclassification has been approved in the general meeting by an ordinary resolution in which the promoter(s) seeking reclassification and the persons related to him/her/it have not voted to approve such reclassification request:

 

Provided that the provisions of this sub-clause shall not apply in cases:

a)      where the promoter(s) seeking reclassification and persons related to the promoter(s) seeking reclassification, together, do not hold more than one percent of the total voting rights in the listed entity;

b)      where reclassification is pursuant to a divorce.

23. Conditions for re-classification of any person as promoter/ public [Regulation 31 A (9)] The provisions of sub-regulations 3, 4 and clauses (a) and (b) of sub-regulation 8 of LODR Regulations shall not apply, if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 subject to the condition that such promoter(s) seeking reclassification shall not remain in control of the listed entity. The provisions of sub-regulations (3), (4) and clauses (a) and (b) of sub-regulation (8) of LODR Regulations shall not apply if reclassification of promoter(s) is as per the resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016or pursuant to an order of a regulator under any law subject to the condition that such promoter(s) seeking reclassification shall not remain in control of the listed entity.
24. Conditions for re-classification of any person as promoter/ public [Regulation 31 A (10)] _ Insertion of sub-regulation (10) after sub-regulation (9) pursuant to which:

In case of reclassification pursuant to an open offer or a scheme of arrangement, the provisions of clause (a) of sub-regulation (3) and clauses (a) and (b) of sub-regulation (8) of LODR Regulations shall not apply if the intent of the erstwhile promoter(s) to reclassify has been disclosed in the letter of offer or scheme of arrangement:

Provided that the provisions of clause (c)(i) of sub-regulation (3) of LODR Regulations shall not apply in case of reclassification pursuant to an open offer.

25. Statement of deviation(s) or variation(s) [Regulation 32 (6)] Where the listed entity has appointed a monitoring agency to monitor utilisation of proceeds of a public or rights issue, the listed entity shall submit to the stock exchange(s) any comments or report received from the monitoring agency. Where the listed entity has appointed a monitoring agency to monitor utilisation of proceeds of a public or rights issue, the listed entity shall submit to the stock exchange(s) any comments or report receivedwithin forty-five days from the monitoring agency.
26. Financial Results [Regulation 33 (6)] The statement on impact of audit qualifications for audit report with modified opinion and the accompanying annual audit report shall be reviewed by the stock exchange(s). Omitted
27. Annual Report [Regulation 34 (2) (f)] The annual report to contain for the top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by SEBI from time to time: Provided that listed entities other than top one thousand listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis in the format as specified. The annual report to contain for the top one thousand listed entities based on market capitalization, a business responsibility report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI from time to time:Provided that the requirement of submitting a business responsibility report shall be discontinued after the financial year 2021–22 and thereafter, with effect from the financial year 2022–23, the top one thousand listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format as specified by SEBI  from time to time:

Provided further that even during the financial year 2021–22, the top one thousand listed entities may voluntarily submit a business responsibility and sustainability report in place of the mandatory business responsibility report:

Provided further that the remaining listed entities including the entities which have listed their specified securities on the SME Exchange, may voluntarily submit such reports.

Explanation: For the purpose of this clause, market capitalization shall be calculated as on the 31st day of March of every financial year.

28. Dividend Distribution Policy [Regulation 43A (1)] The top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites. The top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.
29. Dividend Distribution Policy [Regulation 43A (3)] The listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites. The listed entities other than those specified at Regulation 43A(1) may disclose their dividend distribution policies on a voluntary basis on their websites and provide a web-link in their annual reports.
30. Change in name of listed entity [Regulation 45 (3)] On receipt of confirmation regarding name availability from registrar of companies, before filing the request for change of name with the registrar of companies in terms of provisions laid down in the Companies Act, 2013 and rules made thereunder, the listed entity shall seek approval from stock exchange by submitting a certificate from chartered accountant stating its compliance. Upon compliance with the conditions for change of name laid down in Companies Act, 2013 and rules made thereunder, the listed entity, in the explanatory statement to the notice seeking shareholders’ approval for change in name, shall include a certificate from a practicing-chartered accountant stating its compliance.
31. Website [Regulation 46 (2) (o)] The listed entity to disseminate the information relating to the schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange under a separate section on the website. The listed entity to disseminate the information relating to the schedule of analysts or institutional investors meet and presentations made by the listed entity to analysts or institutional investors under a separate section on the website.
32. Website [Regulation 46 (2) (oa)] _ Insertion of a new clause (oa) after clause (o) pursuant to which:

Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:

i.     the presentation and the audio/video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;

ii.     the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls:

Provided that—

a)    The information under sub-clause (i) shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.

b)    The information under sub-clause (ii) shall be hosted on the website of the listed entity and preserved in accordance with clause (a) of regulation 9 of LODR Regulations.

The requirement for disclosure(s) of audio/video recordings and transcript shall be voluntary with effect from April 01, 2021, and mandatory with effect from April 01, 2022.

33. Website [Regulation 46 (2) (s)] _ Insertion of proviso to Clause (s) pursuant to which:

A listed entity, which has a subsidiary incorporated outside India—

a)       where such subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such subsidiary is placed on the website of the listed entity;

b)      where such subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed entity may place such unaudited financial statement on its website and where such financial statement is in a language other than english, a translated copy of the financial statement in english shall also be placed on the website.

34. Website [Regulation 46 (2)] _ Insertion of the following clauses under Regulation 46(2) pursuant to which:

The listed entity to disseminate the following information under a separate section on its website:

t)        Secretarial compliance report

u)      Policy for determination of materiality of events or information

v)      Disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s)

w)     All such events or information which has been disclosed to stock exchange(s)

x)      Statements of deviation(s) or variation(s)

y)      Dividend distribution policy by listed entities based on market capitalisation; and

z)       Annual Returns.

35. Advertisements in Newspapers [Regulation 47 (1) (a) and (c)] A listed entity to publish the information in the newspaper regarding notice of meeting of the board of directors where financial results are to be discussed and statements of deviation(s) or variation(s) after review by audit committee. Omitted
36. Financial Results [Regulation 52(3) (b)] The statement on impact of audit qualifications for audit report with modified opinion and the accompanying annual audit report submitted by the listed entity shall be reviewed by the stock exchange(s). Omitted
37. Draft Scheme of Arrangement & Scheme of Arrangement [Regulation 94 (2), (3) and (4)] 2)     The stock exchange(s) shall submit to SEBI its objection letter orno-objection letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws within thirty days of receipt of draft scheme of arrangement or within seven days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.

3)     The stock exchange(s) shall issue observation letter orno-objection letter to the listed entity within seven days of receipt of comments from SEBI, after suitably incorporating such comments in the observation letter or no-objection letter.

Provided that the validity of the observation letter orno-objection letter of stock exchanges shall be six months from the date of issuance.

4)     The stock exchange(s) shall bring the observations or objections, as the case may be, to the notice of court or tribunal at the time of approval of the scheme of arrangement.

2)      The stock exchange(s) shall submit to SEBI its no-objection letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws within thirty days of receipt of draft scheme of arrangement or within seven days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.

3)      The stock exchange(s) shall issue no-objection letter to the listed entity within seven days of receipt of comments from SEBI, after suitably incorporating such comments in the observation letter or no-objection letter.

 

Provided that the validity of the no-objection letter of stock exchanges shall be six months from the date of issuance.

 

4)      The stock exchange(s) shall bring the objections, as the case may be, to the notice of court or tribunal at the time of approval of the scheme of arrangement.

38. Corporate Governance [Schedule II Part C Paragraph A] _ Insertion of clause (22) after (21) pursuant to which:

The role of the audit committee shall include “consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.”

39. Corporate Governance [Schedule II Part D Paragraph B] _ Insertion of new paragraph pursuant to which:

The role of the RMC shall, inter alia, include the following:

1)      To formulate a detailed risk management policy which shall include:

a)       A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the RMC.

b)      Measures for risk mitigation including systems and processes for internal control of identified risks.

c)       Business continuity plan.

2)      To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company;

3)      To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4)      To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5)      To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6)      The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the RMC.

The RMC shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

40. Disclosures of events or information: specified securities [Schedule III, Part A, Paragraph A, Clause 4] - Insertion of proviso pursuant to which:

In case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered.

41. Disclosures of events or information: specified securities [Schedule III, Part A, Paragraph A, Clause 9] Corporate debt restructuring shall be disclosed without any application of the guidelines for materiality. Resolution plan/Restructuring in relation to loans/borrowings from banks/financial institutions including the following details:

i.     Decision to initiate resolution of loans/borrowings;

ii.     Signing of Inter-Creditors Agreement (ICA) by lenders;

iii.     Finalization of Resolution Plan;

iv.     Implementation of Resolution Plan; and

v.     Salient features, not involving commercial secrets, of the resolution/restructuring plan as decided by lenders.

 

42. Disclosures of events or information: specified securities [Schedule III, Part A, Paragraph A, Clause 15] Schedule of analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investorsshall be disclosed without any application of the guidelines for materiality. a)       Schedule of analysts or institutional investors meet and presentations made by the listed entity to analysts or institutional investors.

 

Explanation: To this clause “meet” shall mean group meetings or group conference calls conducted physically or through digital means.

 

b)      Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:

i.            the presentation and the audio/video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;

ii.            the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls:

The requirement for disclosure(s) of audio/video recordings and transcript shall be voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022.

43. Annual Report[Schedule V, Paragraph

C, Clause 5]

The annual report shall contain the following additional disclosures:

Remuneration of Directors:

a)      all pecuniary relationship or transactions of the non-executive directors visà-vis the listed entity shall be disclosed in the annual report;

b)     criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report;

c)      disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

i.     all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

ii.     details of fixed component and performance linked incentives, along with the performance criteria;

iii.     service contracts, notice period, severance fees;

iv.     stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

Stakeholders’ relationship committee:

a)       name of the non-executive director heading the committee;

b)      name and designation of the compliance officer;

c)       number of shareholders‘ complaints received during the financial year;

d)      number of complaints not solved to the satisfaction of shareholders;

e)       number of pending complaints.

44. Annual Report [Schedule V, Paragraph

C, Clause 5A]

_ Insertion of clause (5A) after clause 6 pursuant to which:

Disclosures regarding the RMC to be made in the section of the corporate governance of the annual report:

a)       brief description of terms of reference;

b)      composition, name of members and chairperson; and

c)       meetings and attendance during the year.

 

45. Annual Report [Schedule V, Paragraph

C, Clause 6]

Disclosures regarding the stakeholders’ grievance committee to be made in the section of the corporate governance of the annual report:

a)       name of non-executive director heading the committee;

b)      name and designation of compliance officer;

c)       number of shareholders’ complaints received so far;

d)      number not solved to the satisfaction of shareholders; and

e)       number of pending complaints.

Disclosures regarding renumeration of directors to be made in the section of the corporate governance of the annual report:

a)       all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity;

b)      criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity‘s website and reference drawn thereto in the annual report;

c)       disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

 

i.     all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

ii.     details of fixed component and performance linked incentives, along with the performance criteria;

iii.     service contracts, notice period, severance fees; and

iv.     stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

[1]Available at https://taxguru.in/sebi/sebi-listing-obligations-disclosure-requirements-second-amendment-regulations-2021.html

Dated: May 20, 2021
Author: Prashaant Vikram Rajput, Partner & Head - Capital Markets

Subscribe to our

NEWSLETTER