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Summarising SEBI (LODR) Second Amendment Regulations, 2023

The document summarizes key amendments made to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2023. Some of the major changes include stricter timelines for filling vacancies of directors and KMP, requiring shareholder approval for continuing directors every 5 years, expanded definition of "mainstream media", additional disclosure requirements for material events/information, cyber security incidents, and agreements binding listed entities. Disclosures on ESG, resignations, fraud, and senior management changes have also been enhanced.

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Prasad Dhondiram Zinjurde Patil
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60 views4 pages

Summarising SEBI (LODR) Second Amendment Regulations, 2023

The document summarizes key amendments made to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2023. Some of the major changes include stricter timelines for filling vacancies of directors and KMP, requiring shareholder approval for continuing directors every 5 years, expanded definition of "mainstream media", additional disclosure requirements for material events/information, cyber security incidents, and agreements binding listed entities. Disclosures on ESG, resignations, fraud, and senior management changes have also been enhanced.

Uploaded by

Prasad Dhondiram Zinjurde Patil
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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Summarizing SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023

- By Anushka Manglani

Insertion of Reg 2(1)(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 Information and Broadcasting under Government of India;
iii. Content published by the publisher of news and current affairs content as defined under the Information Technology
(Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and
iv. Newspapers or news channels or news and current affairs content similarly registered or permitted or regulated, as
the case may be, in jurisdictions outside India;”

Insertions in Vacancy in office of Directors and Key Managerial Personnel (KMP)

Reg 6(1A): Any vacancy Reg 17(1E): Any vacancy Reg 26A(1): Any vacancy in the Reg 26A(2): Any vacancy
in the office of the in the office of a director office of Chief Executive Officer, in the office of the Chief
Compliance Officer shall shall be filled by the Managing Director, Whole Time Financial Officer shall be
be filled by the listed listed entity at the Director or Manager shall be filled by the listed entity
entity at the earliest and earliest and in any case filled by the listed entity at the at the earliest and in any
in any case not later than not later than three earliest and in any case not later case not later than three
three months from the months from the date than three months from the date months from the date of
date of such vacancy. such vacancy. of such vacancy. such vacancy.
Summarizing SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023

Insertion of Reg 17(1D): With effect from, 01-04-2024, the continuation of a director (Non-executive, not liable to retire
by rotation) serving on the Board of Directors of a listed entity shall be subject to the approval by the shareholders in a
general meeting at least once in every 5 years from the date of their appointment or reappointment

Continuation of the director as on 31.03.2024, without the approval of the shareholders for the last 5 years or more
shall be subject to the approval of shareholders in the 1st general meeting to be held after 31-03-2024

Insertion of Reg 27(ba): Details of cyber security incidents or breaches or loss of data or documents shall be disclosed
along with the corporate governance report submitted to the exchanges after the end of each quarter.

Insertion of Reg 31B (1): Any special right granted to the shareholders of a listed entity shall be subject to the approval
by the shareholders in a general meeting by way of a special resolution once in every five years starting from the date of
grant of such special right.

Insertion of Reg 34(2)(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 specified by the Board from time to time:

Reg 46(o): Schedule of Analysts and institutional investor meet needs to be reported at least 2 working days in advance.
Summarizing SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023

Reg 30(4)(1)(c): (Substituted with) the omission of an event or information, whose value or the expected impact in terms of
value, exceeds the lower of the following:
(1) 2% of turnover, as per the last audited consolidated financial statements of the listed entity;
(2) 2% of net worth, as per the last audited consolidated financial statements of the listed entity,
(3) 5% 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.

Reg 30(4)(1)(d): (inserted) 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, it is 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.

Reg 30(6): (Substituted with) The listed entity shall first disclose to the stock exchange(s) all events or information which are
material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the
following:
(i) 30 minutes from board meeting in which the decision pertaining to the event or information has been taken;
(ii) 12 hours from the occurrence of the event or information, if it is emanating from within the listed entity;
(iii) 24 hours from the occurrence of the event or information, if it is not emanating from within entity:
Proviso to Reg 30(11): the top 100 listed entities (with effect from October 1, 2023) and thereafter the top 250 listed entities
(with effect from April 1, 2024) shall confirm, deny or clarify any reported event or information in the mainstream media which
is not general in nature within 24 hours from the reporting of the Event or information
Summarizing SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023

Reg 30 (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 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.”

Reg 30A:(inserted) Disclosure requirements for certain types of agreements binding listed entities and provide the complete details of
such agreements in the Annual Report for the financial year 2022-23 or for the financial year 2023-24

Amendments made to Schedule III:


1. Sub-paragraph 1 in Part A has been substituted.
2. Sub-paragraph 2 now requires reporting of new ratings, irrespective of any change.
3. Sub-paragraph 5A has been inserted.
4. Sub-paragraph 6 has been substituted to include fraud or defaults by a listed entity, its promoter, director, KMP, senior
management, or subsidiary, or arrest of KMP, senior management, promoter, or director of the listed entity.
5. Sub-paragraph 7 now requires reporting of changes in senior management.
6. Sub-paragraph C has been inserted, which requires disclosure of the letter of resignation along with detailed reasons for the
resignation within 7 days in case of resignation of KMP, senior management, compliance officer, or director other than an
independent director.
7. Sub-paragraph 7D has been inserted, which requires disclosure of reasons for the MD or CEO's unavailability or indisposition for
more than 45 days in any rolling period of 90 days.

Amendments made to Schedule V:


1. Particulars of senior management, including changes therein since the close of the previous FY, need to be reported in the
Corporate Governance Report.
2. Disclosure of certain types of agreements binding listed entities needs to be disclosed in the Annual Report.

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