Alerts & Updates 22nd Jun 2023

SEBI tightens compliances and disclosures for listed entities: Amends LODR Regulations

Authors

Manendra Singh Partner | Mumbai
Tanvi Goyal Principal Associate | Mumbai

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SEBI has notified various amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 (Amendment Regulations).

Some of significant changes include:

-Introduction of definition of mainstream media and response to be given by listed entities to clarify news in mainstream media;

-Sale, lease or disposal of an undertaking to require shareholders’ approval by special resolution and “majority of minority” approval;

-Special rights granted to shareholders will now require periodic approval of the shareholders;

-Periodic shareholders’ approval required for continuity of all categories of directors of a listed entity to remove permanent directorship concerns;

-Changes to Regulation 30 of LODR Regulations:

-Revised criteria specified for determination of materiality of events;

-Additional conditions to be complied while framing policy for determination of materiality;

-Timeline for disclosure of material events revised;

-Material events required to be disclosed to stock exchange have been modified;

-Listed companies to revisit existing events which may meet materiality criteria and disclose the same within 30 days of enforcement of amendments;

-Disclosure of agreements binding listing entities to be made in the annual report;

-Timelines specified for filling of vacancy in the office of Compliance Officer and KMPs;

-Timeline extended to March 31, 2024 for applicability of provisions to ‘High Value Debt Listed Entity’

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