TMI BlogSECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2023X X X X Extracts X X X X X X X X Extracts X X X X ..... their publication in the Official Gazette: Provided that the amendment in regulation 3, sub-regulations III, XI, XII and XIV of these amendment regulations shall come into force on the date of their publication in the Official Gazette: Provided further that the amendment in regulation 3, sub-regulation XII of these amendment regulations shall not be applicable to such sale, lease or disposal of undertakings of a listed entity where the notice has already been dispatched to the shareholders of the listed entity: Provided further that the amendment in regulation 3, sub-regulation X of these amendment regulations shall be applicable to the issuers whose public issues open on or after these regulations come into effect. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 I. in regulation 2, in sub-regulation (1), after clause (r) and before clause (s), following clause shall be inserted, namely,- (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 Info ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vided 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. (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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncial statements of the listed entity, except in case the arithmetic value of the net worth is negative; (3) five percent 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; c) in clause (i), after sub-clause (c) the following sub-clause and the proviso shall be inserted, namely,- (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. d) after clause (ii), the following provisos shall be inserted, namely- Provided that such a policy for determination of materiality shall not dilute any requirement specified un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... wenty 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. iv. after sub-regulation (12), the following sub-regulation shall be inserted, namely- (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. VIII. after regulation 30 , the following regulation shall be inserted, namely,- Disclosure requirements for certain types of agreements binding listed entities: 30A. (1) All the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and emp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tity as a consequence of such lending arrangement or subscription agreement for the debentures. X. in regulation 33 , in sub-regulation (3), after clause (i), the following clause shall be inserted namely,- (j) 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. XI. in regulation 34 , in sub-regulation (2), clause (f) shall be substituted with the following clause, namely,- (f) for the top one thousand 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 specif ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ses 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 sub-section (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 sub-regulation (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 appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulation (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 sub-clause (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. b) in sub-paragraph (3), before the words and symbols Revision in Rating(s) , the words and symbols New Rating(s) or shall be inserted; c) after sub-paragraph (5), the following sub-paragraph shall be inserted, namely- (5A) Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, emplo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ragraph (7), after the words and symbols Company Secretary etc.), the words and symbol senior management, shall be inserted; f) after sub-paragraph (7B), the following sub-paragraphs shall be inserted, namely- (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). g) in sub-paragraph (11), the words reference to BIFR and shall be omitted; h) in sub-paragraph (15), in item (a), after the words investors meet and before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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. ii. in paragraph B, a) sub-paragraph 2 shall be shall be substituted with the following sub-paragraph, namely,- 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns, 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) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification No. SEBI/LAD/NRO/GN/2016-17/38. g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/10. h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification No. SEBI/LADNRO ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/ LADNRO/GN/2020/33. v) January 8, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/2021/02. w) May 5, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/ LADNRO/GN/2021/22. x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification no. No. SEBI/LAD-NRO/GN/2021/30. y) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/ GN/2021/35. z) August 13, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/ LADNRO/ GN/2021/42. aa) September 7, 2021 by the Securities and Exchange B ..... X X X X Extracts X X X X X X X X Extracts X X X X
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