RECENT AMENDMENTS IN

SEBI (LODR)
COMPLIANCES

PRESENTED BY CS L.N. JOSHI

PRACTICING COMPANY SECRETARY, INDORE
: +91-94250-60308
: lnjoshics@gmail.com
 OBLIGATIONS OF CHAPTER IV (Reg. 15)

Non-Applicability of Regulation 17 to 27
EQUITY and 46(2)(b) to (i) and (t) and Para C, D and
E of Schedule V

Listed entity having paid-up equity

share capital not exceeding Rs 10 Entity which has listed its specified
crore and net worth not exceeding Rs securities on the SME exchange
25 crore as on the last date of the
previous financial year

once the above regulations become

In case to the aforesaid entities applicable, they shall continue to
cross the specified limits they
remain applicable till such time the
shall comply with the
regulations within 6 months equity share capital or the net-
from the date they become worth of such entity reduces and
applicable. remains below the specified
threshold for a period of three
consecutive financial years
MAINSTREAM MEDIA [Regulation 2(ra)] w.e.f.
15.07.2023

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;
 Related Party [Regulation 2(zb)]

Related Party (RP)

[SEBI- LODR]

Pursuant to Sec.
Pursuant to Listed Units of
2(76) of Any Other Person
Accounting Mutual Funds is
Companies Act, or entity
Standard (AS) exempted
2013

Any person/entity,
Promoter/Promot holding equity
er Group shares

of *10% or more
of *20% or more (w.e.f.
01.04.2023)
 SENIOR MANAGEMENT w.e.f. 17.01.2023

REGULATION 16(D) DEFINE SENIOR MANAGEMENT

officers and All the members of

personnel of the management one level
listed entity who are below (including CEO Functional Heads, CS
members of its core and Manager, in case and CFO
management team they are not part of
Board)

Excludes Board of Directors

 Compliance Officer and his /her Obligations Reg.6

A listed entity shall appoint a qualified company secretary as the

compliance officer.

Amendment notified w.e.f. 15.07.2023

Any vacancy in the office of the Compliance Officer should

be filled not later than 3 months from the date of such
vacancy

Provided such appointment shall not be made in an Interim capacity

unless made in accordance with law
 Grievance Redressal Mechanism Reg.13

Amendments w.e.f. 18.08.2023

(1) The listed entity shall redress investor grievances promptly but not
later than twenty-one calendar days from the date of receipt of
the grievance and in such manner as may be specified by the Board

(5) The Board may also recognize a body corporate for handling and
monitoring the process of grievance redressal within such time and in
such manner as may be specified.
 Regulation 17 Major amendments
• 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
• Approval of shareholders for appointment [or re-appointment w.e.f.
17.01.2023] of a person on the Board of Directors or as a manager in next general
meeting or within a time period of three months from the date of appointment,
whichever is earlier
• With effect from April 1, 2024, the continuation of a director 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 five years from the date of their
appointment or reappointment, as the case may be
Existing director as on March 31, 2024, without the approval of the shareholders for the
last five years or more shall be subject to the approval of shareholders in the first general
meeting to be held after March 31, 2024:
Not applicable in case of Whole-Time Director, Managing Director, Manager,
Independent Director or a Director retiring as per the sub-section (6) of Section 152 of the
Companies Act, 2013,
(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
the term of office of any director, the resulting vacancy shall be filled by the
listed entity not later than the date such office is vacated:

Provided further that this sub-regulation shall not apply if the listed entity
fulfils the requirement under sub-regulation (1) of this regulation without
filling the vacancy.]
 Regulation 26A w.e.f 15.07.2023

Any vacancy in the office of the Key Managerial

Personnel, should be filled not later than 3 months
from the date of such vacancy

Provided such appointment shall not be made in an Interim

capacity unless made in accordance with law

Regulation 27(2)(ba) w.e.f 15.07.2023

Disclosure requirement: Details of cyber security incidents

or breaches or loss of data or documents shall be disclosed along
with the Corporate Governance Report on a quarterly basis
within 21 days
 Regulation 33 ( 3)(j) w.e.f.15.07.2023

Newly listed entities, to submit its financial results for the quarter or financial year
immediately succeeding the period for which the financial statements have been
disclosed in the offer document for the IPO in accordance with the prescribed
timeline specified for submissions of *quarterly results (45 days)/ Annual financial
results (60 days) or within 21 days from the date of listing, whichever is later.

Regulation 37A w.e.f. 15.06.2023

Sale/ Lease/Disposal of the whole or substantially whole of the Undertaking

Outside Scheme of Arrangement
▫ Explanatory Statement to disclose the purpose, commercial rationale & use of
proceeds
▫ Undertaking shall have same meaning as per section 180 of the Companies Act. Prior
approval of shareholders by way of Special Resolution
▫ Majority voting required from public shareholders
▫ Related party shall not vote
▫ Exempted if transfer of undertaking to wholly owned subsidiary company
Regulation 30(4) - Materiality Disclosure of events and information
Quantitative threshold w.e.f. 15.07.2023
Following Criteria for determination of materiality of events
(a) Any information or event likely to result in alteration of event or information
available publicly or
(b) likely to result in a significant market reaction if the same is known at a
later date
(c) Such event or information, whose value or the expected impact in terms of value
exceeds the lower of the following

(1) two percent of turnover, as per the last audited consolidated financial statements
of the listed entity;
(2) two percent of net worth, as per the last audited consolidated financial 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;]

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
There is no mandatory requirement for the amendment to
the Materiality Policy, however,

 Existing Policy shall not dilute the new requirements of

disclosures

 Existing Policy must assist the relevant employees in

identifying any potential material event or information and
reporting it to the KMP for making necessary disclosure to
the stock exchange.
 Regulation 30(6) –Substituted -Timeline for Disclosure of
events or information to the stock exchange

Disclosure of Events or
Information which are
material

30 Minutes 12 Hours
24 Hours

from the occurrence of

from the closure of the the event or from the occurrence of
meeting of the board of information, in case the the event or
directors in which the event or information is information, in case the
decision pertaining to the emanating from within event or information is
event or information has the listed entity not emanating from
been taken within the listed entity
 Regulation 30 (11)– Altered -Market Rumours

Effective from October 1, 2023, the top 100 listed entities and from April 1,
2024, the top 250 listed entities, based on market capitalization as on the end of
the preceding FY, are mandated to confirm, deny, or clarify as soon as
reasonably possible and not later than 24 hours of reporting any event or
information in the mainstream media, which is not general in nature and which
indicates that rumours of an impending specific material event or information are
circulating amongst the investing public.

If the listed entity confirms the reported events or information, then it has to
provide the current stage of such event or information.

Regulation 30 (13)- Receipt of communication from any authority

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.
 Regulation 31B—Newly inserted--Special rights to
shareholders

Any Special Right once in 5 years

approval of shareholders
granted to the from the date of
by way of special
shareholders shall be resolution grant of such
subject to the special right

Any Special Right

within a period
available to the approval of shareholders of 5 years from
shareholders as of the by way of special
the date of the
date of this regulation resolution
regulation.
shall be subject to the

Exemption: For special rights which are made available to a

Financial Institution registered with or regulated by the RBI
or to a Debenture Trustee registered with the SEBI, if they
become a shareholder as a consequence of a lending or
subscription agreement
1. Acquisition (including an agreement to acquire), Scheme of Arrangement, sale or
disposal of any units, divisions, whole or substantially the whole of undertaking
or subsidiary of the listed entity sale of a stake in the associate company of the
listed entity or any other restructuring,

3. New Rating(s) or Revision in Rating(s)

5A. Agreements entered into by the shareholders, promoters, promoter group entities,
related parties, directors, key managerial personnel, employees of the listed entity or of
its holding, subsidiary or associate company, among themselves or with the listed entity
or with a third party, solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of the listed entity or
impose any restriction or create any liability upon the listed entity, shall be disclosed to
the Stock Exchanges, including disclosure of any rescission, amendment or alteration of
such agreements thereto, whether or not the listed entity is a party to such agreements.

6. Fraud or defaults by a listed entity, its promoter, director, key managerial

personnel, senior management or subsidiary or arrest of key managerial personnel,
senior management, promoter or director of the listed entity, whether
occurred within India or abroad.
7. Change in directors, key managerial personnel (Managing Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary etc.), [senior
management,] Auditor and Compliance Officer.

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 fulfill 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).

11. BIFR, winding-up petition filed by any party / creditors

18. Announcement or communication through social media intermediaries or
mainstream media by directors, promoters, KMP or senior management of a
listed entity, in relation to any event or information which is material
for the listed entity and which is not already made available in the public
domain to be disclosed by the listed entity.

“SOCIAL MEDIA INTERMEDIARIES” shall have the same meaning as

defined under the Information Technology (Intermediary Guidelines and
Digital Media Ethics Code) Rules, 2021.

19. Action(s) initiated or orders passed by any regulatory, statutory,

enforcement authority or judicial body against the listed entity or its directors,
key managerial personnel, senior management, promoter or subsidiary, in
relation to the listed entity, in respect of following-
• search or seizure
• re-opening of accounts
• Investigation under CA 2013
20. Action(s) taken or orders passed by any regulatory, statutory, enforcement
authority or judicial body against the listed entity or its directors, key
managerial personnel, senior management, promoter or subsidiary, in relation
to the listed entity, in respect of the following:

(a) suspension;
(b) imposition of fine or penalty;
(c) settlement of proceedings;
(d) debarment;
(e) disqualification;
(f) closure of operations;
(g) sanctions imposed;
(h) warning or caution; or
(i) any other similar action(s)

21. Voluntary revision of financial statements or the Board Report

 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).

8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an
impact on the listed entity.

9. Frauds or defaults by employees of the listed entity which has or may have an impact
on the listed entity.

13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory,
statutory, enforcement or judicial authority.

Timeline to disclose events to Stock Exchange

• within 12 hours from the occurrence of event or information

or
• within 30 minutes if the decision is taken in the Board Meeting
 Schedule V Annual Report
Newly inserted- Disclosure

• Particulars of senior management including the changes therein

since the close of the previous financial year.

• Details of material subsidiaries of the listed entity; including the date

and place of incorporation and the name and date of appointment of
the statutory auditors of such subsidiaries w.e.f. 17.01.2023

• Disclosure of certain types of agreements binding listed entities

Information disclosed under clause 5A of paragraph A of Part A of
Schedule III of these regulations. W.e.f.15.07.2023
S.NO. PARTICULARS TIMELINES

1 Trading Window Closure intimation (in At least 2 trading days prior to the
pdf and xbrl form) commencement of trading window
closure date (T-2 days).
Within 10 days from Months/
2 Certificate under 74(5) of DP
Quarter end
Regulation 13 (3) – Statement of
Within 21 days from the end of
3 Grievance Redressal Mechanism (in
each quarter
XBRL form only)
Regulation 27 (2) – Corporate
4 Within 21 days from quarter end
Governance in XBRL Form
Regulation 31 – Shareholding Pattern in
5 Within 21 days from quarter end
XBRL Form.
Reconciliation of Share Capital Audit.
Within 30 days from quarter end
6 (SEBI- DP Reg.55A) (IN PDF & XBRL
(in single tab w.e.f. 30.12.2023)
form)

Different time period in CA, LODR,

7 Regulation 29 - Notice of Board meeting
SS
 Within 21 days from quarter end
8 SDD Compliance Certificate except to those companies for which
Regulation 24A are applicable.
Same day of filing Quarterly financial
9 Regulation 32(1) Statement of Deviation
results
Regulation 33 – Financial Results along
10 with Limited review report/Auditor’s Within 45 days from quarter end
report
11 Outcome of Board Meeting (In pdf and xbrl) With in 30 minutes of conclusions of
Meeting
12 Inform and recording of intimation of UPSI Immediately on date of calling meeting
to every designated person in software and of Board
noted each sharing in software. Back dated
entry not allowed

13 MD/CFO certificate Quarterly part of Financial Results

14 Newspaper Publication and submission to Published within 48 hours of conclusion
exchange (Extract of Results) of the meeting of board of directors at
which financial results were approved
S.NO. PARTICULARS TIMELINES

Every six months on the date of

Regulation 23(9) disclosure of
publication of its standalone and
1 Related party transactions (only
consolidated financial results with
in XBRL Form)
effect from April 1, 2023
S.NO. PARTICULARS TIMELINES

Regulation 7(3) – Compliance

Within 30 days from the end of
1 Certificate certifying relating to share
the financial year.
transfer facility
Regulation 14 Listing fees and other Within 30 days from end of
2 charges financial year

Regulation 24 A Secretarial Within 60 days from end of

3
Compliance Report financial year
4 Regulation 33 – Financial Results Within 60 days from end of
(For last quarter and year to date) Financial Year

Not later than the day of

5 Regulation 34 –Annual Report commencement of dispatch to its
shareholders.
6 Regulation 34(2)(f) - Business w.e.f. 15.06.2023 required to
Responsibility and Sustainability attach in Annual Report
Report applicable to top 1000 listed
entities)

Regulation 40(10) – Certificate from Within 30 days of end of the

7
Practicing Company Secretary financial year.
8 Disclosure of Initial Disclosure Large Within 30 days from the end of
Corporate the financial year

Annual Disclosure requirements for Within 45 days of the end of

large entities the FY

9 Filing of XBRL of financials filed with Immediately on date of filing

ROC (Both Standalone and with roc
Consolidate)
OTHER COMPLAINCES
 OTHER EVENT COMPLIANCES
S.NO. PARTICULARS TIMELINES
Regulation 7(5) – Intimation of Within 7 days of Agreement with
1
appointment of Share Transfer Agent RTAs
Website within two working days from
2 Website Up-dation
the date of such change in content.
Regulation 28(1) - In-principle approval of
3 Before issuing securities
recognized stock exchange(s)
At least five days in advance (excluding
Regulation 29 (2) (a) - Prior intimation of
4 the date of the intimation and date of
Board meeting for Financial Results
the meeting)
Regulation 29(2)(b) to (f) - Prior intimation
At least two working days in advance
of Board meeting for Buyback, Dividend,
5 (excluding the date of the intimation
Raising of Funds, Voluntary Delisting,
and date of the meeting)
Bonus, etc.,
Regulation 29(3) –Prior intimation of
At least eleven working days in
6 Board Meeting for alteration in nature of
advance
securities etc.
 S.
PARTICULARS TIMELINES
NO.
Disclose to stock exchange(s) of all events, as
specified in Part A of Schedule III, or
Regulation 30 (6) – Disclosure of information as soon as reasonably possible and
7
events or information not later than twenty four hours from the
occurrence of event or information (revised
time line w.e.f. 15.07.2023)
Disclosure with respect to events specified in
Regulation 30 (6) – Disclosure of sub-para 4 of Para A of Part A of Schedule III
8
events or information shall be made within thirty minutes of the
conclusion of the board meeting
summary of proceeding of AGM to
9 with in 12 hours of AGM w.e.f. 15.07.2023
exchange
Regulation 31(1)(a) – Shareholding
10 One day prior to listing of its securities
Pattern prior to listing of securities
Regulation 31(1)(c) – Shareholding
Within 10 days of any change in total paid up
11 Pattern in case of capital
capital +/- 2%
restructuring
E-voting result XBRL and scrutinizer Within two working days of conclusion of
12
report to the exchange Meeting
S.NO. PARTICULARS TIMELINES
Regulation 39(3) - Loss of share
certificates and issue of the
13 Within two days of its getting information
duplicate certificates/ Letter of
Confirmation (in pdf and xbrl)
Advance notice of at least seven working
Regulation 42(2) - Record Date for days (excluding the date of intimation and
14
dividend, bonus, rights etc., the record date) to stock exchange(s)
specifying the purpose of the record date
Recommend or declare all dividend and/or
cash bonuses at least five working days
15 Regulation 42(3) - Record Date
(excluding the date of intimation and the
record date) before the record date fixed.

Before Seven working days.

The listed entity shall ensure that there is a
16 Regulation 42 (5) - Book Closure
time gap of at least thirty days between two
dates of closure of its transfer books.
1 Regulation 13 (3) - Statement of Investor complaints
2 Regulation 27 (2) - Corporate Governance
3 Regulation 31 - Shareholding Pattern
4 Reconciliation of Share Capital Audit
5 Regulation 33 - Financial Results – (Standalone and consolidate)
6 Regulation 44 – Voting Result
7 Regulation 7(2) - SEBI (PIT) Regulations, 2015
8 Regulation 32 (1) - Statement of deviation/variation (w.e.f. 21.07.2020)
9 Regulation 24A - Secretarial Compliance Report
10 Regulation 42 – Record Date/ Date of closure of transfer book
11 Regulation 23 (9) - Related Party Transactions
12 Business Responsibility and Sustainability Reporting
13 Regulation 29- Prior Intimation of Board Meeting (w.e.f. 28.01.2023)

Regulation 30- Change in directors, key managerial personnel, Auditor,

14
Compliance Officer, Share transfer agent
 Regulation 30- Acquisition(s) (including agreement to acquire), Scheme of
15 Arrangement, or sale or disposal of any unit(s), division(s) or subsidiary of the
listed entity or any other restructuring (w.e.f. 28.01.2023)
Regulation 30- Outcome of Board Meeting for Dividend, Bonus, Voluntary
16
Delisting and Buyback (w.e.f. 28.01.2023)
Regulation 30- Issuance or forfeiture of securities and any other Corporate
17
Action. (w.e.f. 01.04.2023)
18 Regulation 30- Agreements (w.e.f. 01.04.2023)
Regulation 30- Fraud/defaults by promoter or key managerial personnel or by
19 listed entity or arrest of key managerial personnel or promoter. (w.e.f.
01.04.2023)
20 Regulation 30- One time settlement with a bank (w.e.f. 01.04.2023)
21 Regulation 30- Resolution plan/ Restructuring in relation to loans/borrowings
22 Regulation 30- Notice of Shareholders Meeting (w.e.f. 01.04.2023)
23 Closure of Trading Window (w.e.f. 09.12.2023)
Regulation 39- Loss of Share Certificate and Issue of Duplicate Share Certificate
24
or Letter of Confirmation (w.e.f. 09.12.2023)
25 Corporate Insolvency Resolution Process (w.e.f. 09.12.2023)
PENALTY/ FINE
S. Regulation Fine payable and/or other action
No. to be taken for non-compliance
in respect of listed entity
1. Regulation 6(1)- CS ₹ 1,000 per day
Regulation 7(1)- RTA
Regulation 13(1)*- expeditious redressal of
investor complaints
Regulation 13(3)- Non-submission of the
statement on shareholder complaints
Regulation 32(1)- deviations/ variations in
utilization of issue proceeds
2 Regulation 17(1A)- appointment or continuation ₹ 2,000 per day
of Non-executive director (Age <75 years)
Regulation 18(1)- constitution of audit committee
Regulation 19(1)/ 19(2)- constitution of
nomination and remuneration committee
Regulation 20(2) / (2A)- constitution of
stakeholder relationship committee
Regulation 21(2)- constitution of risk
management committee
Regulation 24A- Submission of Annual Secretarial
Compliance Report
Regulation 27- Submission of CGR
Regulation 31- SHP
Regulation 34- Non-submission of the Annual
Report
3 Regulation 17(1)- composition of the Board ₹ 5,000 per day
Regulation 23(9)- Disclosure of RPT
Regulation 31A(3)(a)- reclassification application
Regulation 33- Financial Results
(Levy of fine is in addition to the requirement of
providing reasons for non-submission of the
financial result as per circular no. CIR/CFD/CMD-
1/142/2018 dated November 19, 2018.

4 Regulation 17(2)- Number of BM ₹ 10,000 per instance

Regulation 17(2A)- Quorum of BM
Regulation 44(3)- voting results
5 Regulation 29(2)/29(3)- prior intimation of BM ₹ 10,000 per instance of non-compliance
Regulation 42(2)/42(3)/ 42(4)/42(5)- Delay per item
in/ non-disclosure of record date/ dividend
declaration or non-compliance with ensuring the
prescribed time gap between two record dates/ book
closure dates
6 Regulation 43A- Dividend Distribution Policy in ₹ 25,000 per instance
the Annual Report and on the websites
Regulation 44(5)- Non-convening of AGM within
a period of five months from the close of financial
year.
Regulation 45(3)- Non-obtaining approval of
stock exchange(s) before filing request for change of
name with ROC
 7 Regulation 28 (1)- In Principle ₹ 50,000 per instance
Approval
8 Regulation 46- functional website Advisory/warning letter per instance of non-
compliance per item
₹ 10,000 per instance for every additional
advisory/warning letter exceeding the four
advisory/ warning letters in a financial year

*Fines would be imposed even during suspension period for non-compliance of

regulation 13(1), the modalities of the same would be dealt as part of a separate circular.

 Freezing of entire shareholding of the promoter(s) in such non-compliant listed

entity as well as all other securities held in the demat account of the promoter(s).
 Moving of securities shifting to Z category
 Suspension of Trading
Any Questions