SEBI introduces flurry of changes on corporate governance, integrated filings, disclosure obligations, related party changes, promoter reclassification

The Securities and Exchange Board of India (“SEBI”) has recently introduced significant amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). The changes aim to enhance corporate governance, promote ease of doing business for listed entities and harmonize with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”). These changes have been introduced vide the SEBI (Listing and Disclosure Obligations) (Third Amendment) Regulations, 2024 dated December 12, 2024 (“Amendment Regulations”) read with the circular dated December 31, 2024 (“SEBI Circular”) for the implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities and carry out consequential changes to the provisions of SEBI Master Circular dated November 11, 20243 (“Master Circular”).

Key changes introduced by the Amendment Regulations and the SEBI Circular are as follows:

• Changes under related party transaction (“RPT”) norms (Regulation 23 of LODR Regulations);
• Integrated filing (Regulation 10(1A) of the LODR Regulations);
• Changes to requirements for approval for appointment of board of directors (Regulation 17 of the LODR Regulations);
• Minimum information to be placed before the Board of Directors (Part A of Schedule II of LODR Regulations);
• Amendments for ‘material subsidiaries’ (Regulation 24 of LODR Regulations);
• Secretarial Audit requirements (Regulation 24A of LODR Regulations);
• Qualification of the Compliance Officer (Regulation 6 of LODR Regulations);
• Changes with respect to agreements entered into by employees including key managerial personnel / director/ promoter (Regulation 26 of LODR Regulations);
• Timelines for disclosure of material events or information (Regulation 30 of LODR Regulations);
• Timelines for disclosure of certain types of agreements binding listed entities (Regulation 30A of LODR Regulations);
• Amendments under disclosure of events and information (Part A of Schedule III of LODR Regulations)
• Framework for reclassification of promoter or promoter group entities (Regulation 31A of LODR Regulations);
• Documents and information being provided to shareholders (Regulation 36 of LODR Regulations);
• Exemptions for scheme of arrangement (Regulation 37 of LODR Regulations);
• Record date (Regulation 42 and 60 of LODR Regulations);
• Additional information to be disseminated on the website of the listed entity (Regulation 46 of LODR Regulations);
• Advertisement in newspapers (regulation 47 of LODR Regulations);
• Relaxations with respect to Section 31 of Insolvency and Bankruptcy Code, 2016 (“Insolvency Code”); and
• Other miscellaneous amendments.

Read the detailed update here