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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

Extract

..... Disclosure Requirements) Regulations, 2009”, wherever it occurs, shall be substituted with the words, figures and symbols “Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018”. b. in clause (r), the letters and symbols “(a)” and “106N” shall be substituted with the letters and symbol “(ee)” and “2”, respectively. c. in clause (v), the letter and symbol “(x)” shall be substituted with the letters and symbol “(kk)”. d. in clause (w), the letters and symbol “(za)” and “(zb)” shall be substituted with the letters and symbol “(oo)” and “(pp)”, respectively. e. in clause (zi), the letters “XB” shall be substituted with the letters “IX”. f. in clause (zj), the letters and symbol “(c)” and “(106N)” shall be substituted with the letters and symbol “(ddd)” and “2”, respectively. g. in clause (zl), the letters and symbol (zj) shall be substituted with letters and symbol “(eee)”. h. after clause (zm), a new clause shall be .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date.” d. under clause (a), after the existing proviso, the following new proviso shall be inserted, namely, - “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.” e. in clause (b), the word “the” appearing before the words “listed entity” shall be substituted with the word “a”. f. under clause (b), the proviso shall stand omitted with effect from September 01, 2021. VII. in regulation 17A, the paragraph after clause (2) shall be converted as “Explanation” and the word “sub-regulation” in the paragraph shall be substituted with the word “regulation”. VIII. in regulation 18, in sub-regulation (1), in clause (d), the symbol and word “/she& .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... words “Secretarial Audit”. ii. the existing provision at regulation 24A shall be numbered as sub-regulation (1) and substituted with the following, namely, - “(1) 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.” iii. after the newly numbered sub-regulation (1), a new sub-regulation shall be inserted, namely, - “(2) Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.” XIII. in regulation 25, i. in sub-regulation (3), the word “financial” shall be inserted after the words “meeting in a” and before the word “year”. ii. in sub-regulation (5) and in sub-regulation (8), wherever applicable, the symbol and word “/her” shall be inserted after the word “his” and the symbol and word “/she” shall be inserted after the word “he”. XIV. in regulati .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... 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.” ii. In sub-regulation (4), a) in clause (a), the symbol and word “/she” shall be inserted after the word “he”. b) in clause (b), the symbol and word “/she” shall be inserted after the word “he”. iii. sub-regulation (9) shall be substituted with the following, namely, - “(9) The provisions of sub-regulations (3), (4) and clauses (a) and (b) of sub-regulation (8) of this regulation shall not apply if reclassification of promoter(s) is as per the resolution plan approved under section 31 of the Insolvency Code or pursuant to an order o .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... 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.” XXII. in regulation 36, i. in sub-regulation (3), in clause (b), the word “his” shall be omitted. ii. in sub-regulation (3), in clause (e), the words “in the listed entity, including shareholding as a beneficial owner.” shall be inserted after the word “directors”. XXIII. in regulation 37, i. in sub-regulation (1) and in sub-regulation (2), the words “Observation Letter or”, wherever it appears, shall be substituted with the word “the”. ii. in sub-regulation (3) and in the proviso under sub-regulation (3), the words “Observation letter or” and the words and symbol “‘Observation Letter‘ or” shall be omitted. XXIV. in regulation 38, the wor .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... 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. 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) under clause (s) a new proviso shall be inserted, namely, - “Provided that a listed entity, which has a subsidiary incorporated outside India- (a) where such subsidiary is statutorily required to prepare consolidated financial statement u .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... I. in Schedule II, i. in Part C, in Paragraph A, after clause (21), the following new clause shall be inserted, namely, - “(22) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.” ii. in Part D, the existing heading “[See Regulation 19(4) and 20(4)]” shall be substituted with the heading “[See Regulation 19(4), 20(4) and 21(4)]”. iii. in Part D, after Paragraph B, a new Paragraph shall be inserted, namely, - “C. Risk Management Committee The role of the committee 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 Committee. (b) Measures for risk mitigation including systems and processes for internal control of identified risks. (c) Business continuity plan. (2) To ensure that appr .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... r the purpose of 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.” XXXV. In Schedule IV, i. In Part A, in Paragraph C, the symbol and word “/her” shall be inserted after the word “his”. XXXVI. In Schedule V, i. in Paragraph C, in clause (2), sub-clause (j) the symbol and word “/her” shall be inse .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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..... a (Listing Obligations and Disclosure Requirements) Regulations, 2015, were subsequently amended on: a) December 22, 2015 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 vide notification no. SEBI/LAD-NRO/GN/2015-16/27. b) May 25, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 vide notification no. SEBI/LAD-NRO/GN/ 2016- 17/001. c) July 8, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification no. SEBI/ LADNRO/ GN/2016-17/008. d) January 4, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide notification no. SEBI/ LADNRO/ GN/2016-17/025. e) February 15, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/029. f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulati .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/22 - SEBI

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  1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  2. SECURITIES CONTRACTS (REGULATION) ACT, 1956
  3. Securities and Exchange Board of India Act, 1992
  4. Section 31 - Power of Securities and Exchange Board of India to make regulations
  5. Section 30 - Power to make regulations
  6. Section 11A - Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities
  7. Section 11 - Functions of Board
  8. SCHEDULE - 11 - Fee in respect of draft scheme of arrangement [see regulations 37 and 94]
  9. SCHEDULE - 05 - ANNUAL REPORT [See Regulation 34(3) and 53(f)]
  10. SCHEDULE - 04 - DISCLOSURES IN FINANCIAL RESULTS
  11. SCHEDULE - 03 - DISCLOSURES OF EVENTS OR INFORMATION
  12. SCHEDULE - 02 - CORPORATE GOVERNANCE [See Regulation 17(7)]
  13. Regulation 94 - Draft Scheme of Arrangement & Scheme of Arrangement
  14. Regulation 7 - Share Transfer Agent
  15. Regulation 6 - Compliance Officer and his Obligations
  16. Regulation 52 - Financial Results
  17. Regulation 47 - Advertisements in Newspapers
  18. Regulation 46 - Website
  19. Regulation 45 - Change in name of the listed entity
  20. Regulation 44 - Meetings of shareholders and voting
  21. Regulation 43A - Dividend Distribution Policy
  22. Regulation 40 - Transfer or transmission or transposition of securities
  23. Regulation 4 - Principles governing disclosures and obligations
  24. Regulation 38 - Minimum Public Shareholding
  25. Regulation 37 - Draft Scheme of Arrangement & Scheme of Arrangement
  26. Regulation 36 - Documents & Information to shareholders
  27. Regulation 34 - Annual Report
  28. Regulation 33 - Financial results
  29. Regulation 32 - Statement of deviation(s) or variation(s)
  30. Regulation 31A - Conditions for re-classification of any person as promoter / public
  31. Regulation 30 - Disclosure of events or information
  32. Regulation 3 - Applicability of the regulations
  33. Regulation 29 - Prior Intimations
  34. Regulation 27 - Other corporate governance requirements
  35. Regulation 26 - Obligations with respect to employees including senior management, key managerial persons, directors and promoters
  36. Regulation 25 - Obligations with respect to independent directors
  37. Regulation 24A - Secretarial Audit
  38. Regulation 24 - Corporate governance requirements with respect to subsidiary of listed entity
  39. Regulation 22 - Vigil mechanism
  40. Regulation 21 - Risk Management Committee.
  41. Regulation 2 - Definitions
  42. Regulation 18 - Audit Committee.
  43. Regulation 17A - Maximum number of directorships
  44. Regulation 15 - Applicability

 

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