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

S. No.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.”

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.

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.

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.

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.

C, Clause 5]

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.

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.

C, Clause 5A]

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.

C, Clause 6]

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.

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.