TMI BlogSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.X X X X Extracts X X X X X X X X Extracts X X X X ..... ts) Regulations, 2015 , namely - 1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. 2. Save as otherwise specifically provided for in these regulations, they shall come into force with effect from April 1, 2019. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, - (a) in regulation (2) , in sub-regulation (1), in clause (zb), - i. the following proviso shall be inserted after the definition and before the existing proviso, namely, - Provided that any person or entity belonging to the promoter or promoter group of the listed entity and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party. ii. in the existing proviso, which shall be renumbered as the second proviso, the word further shall be inserted after the word Provided and before the word that . (b) in regulation 15 , in sub-regulation (2) as well as in the proviso to clause (b) of sub-reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... year. ii. after the existing sub-regulation (1), the following new sub-regulation shall be inserted, namely,- (1A) No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person. iii. after the newly inserted sub-regulation (1A) as above, the following new sub-regulation shall be inserted, namely, - (1B). With effect from April 1, 2020, the top 500 listed entities shall ensure that the Chairperson of the board of such listed entity shall - (a) be a non-executive director; (b) not be related to the Managing Director or the Chief Executive Officer as per the definition of the term relative defined under the Companies Act, 2013: Provided that this sub-regulation shall not be applicable to the listed entities which do not have any identifiable promoters as per the shareholding pattern filed wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be calculated as per section 198 of the Companies Act, 2013. vi. the sub-regulation (10) shall be substituted with the following, namely, - (10) The evaluation of independent directors shall be done by the entire board of directors which shall include - (a) performance of the directors; and (b) fulfillment of the independence criteria as specified in these regulations and their independence from the management: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate. vii. after the existing sub-regulation 10, the following new sub-regulation shall be inserted, namely,- 11. The statement to be annexed to the notice as referred to in sub-section (1) of section 102 of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders on each of the specific items. (e) after the existing regulation 17 , the following new regulation shall be inserted, namely, - 17A. Maximum number of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion shall be inserted, namely (3A) The stakeholders relationship committee shall meet at least once in a year. (h) in regulation 21 , - a. after the existing sub-regulation (3), the following new sub-regulation shall be inserted, namely,- (3A) The risk management committee shall meet at least once in a year. b. in sub-regulation (4), after the words as it may deem fit and before the symbol . , the words such function shall specifically cover cyber security shall be inserted. c. in sub-regulation (5), the figure 100 shall be substituted with the figure 500 . (i) in regulation 23 , - a. in sub-regulation (1), the words including clear threshold limits duly approved by the board of directors and such policy shall be reviewed by the board of directors at least once every three years and updated accordingly shall be inserted after the words related party transactions and before the symbol : . b. after sub-regulation (1), the following new sub-regulation shall be inserted, namely,- (1A) Notwithstanding the above, a tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erial 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. (l) in regulation 25 , - i. the existing sub-regulation (1) shall be substituted with the following new sub-regulation, namely, - (1) No person shall be appointed or continue as an alternate director for an independent director of a listed entity with effect from October 1, 2018. ii. after the existing sub-regulation 7, the following new sub-regulations shall be inserted, namely, - (8) Every independent director shall, at the first meeting of the board in which he participates as a director and thereafter at the first meeting of the board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that he is not aware of any circum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct to audit or in case of unaudited results, subjected to limited review. (i) The listed entity shall disclose, in the results for the last quarter in the financial year, by way of a note, the aggregate effect of material adjustments made in the results of that quarter which pertain to earlier periods. (p) in regulation 33 , the following new sub-regulation shall be inserted, namely, - (8) The statutory auditor of a listed entity shall undertake a limited review of the audit of all the entities/ companies whose accounts are to be consolidated with the listed entity as per AS 21 in accordance with guidelines issued by the Board on this matter. (q) in regulation 34 , - i. the existing sub-regulation (1) shall be substituted with the following new sub-regulation, namely, - (1) The listed entity shall submit to the stock exchange and publish on its website- (a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders; (b) in the event of any cha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (ii) after the existing sub-regulation (4), the following new sub-regulations (5) and (6) shall be inserted, namely, - (5) The top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of the financial year. (6) The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings. Explanation: The top 100 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year. (t) in regulation 46 , in sub-regulation (2), - i. for the words on its website , the words under a separate section on its website shall be substituted; ii. after the existing clause (q), the following new clauses shall be inserted, namely, - (r) With effect from October 1, 2018, all credit ratings obtained by the entity for all its outstanding instruments, updated immediately as and when there is any revision in any of the ratings. (s) separat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion (4) of Regulation (30) , after the existing sub-clause 7, the following new sub-clauses shall be inserted, namely, - (7A) In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor. (7B) Resignation of auditor including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges. ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a director and the category of directorship shall be inserted. 2. after the existing sub-clause (g), the following new sub-clauses shall be inserted, namely, - (h) A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following: (i) With effect from the financial year ending March 31, 2019, the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and (ii) With effect from the financial year ended March 31, 2020, the names of directors who have such skills / expertise / competence (i) confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management. (j) detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f India (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 08, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification no. SEBI/ LAD-NRO/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/ LAD-NRO/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 S ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
