On December 12, 2024, the Securities and Exchange Board of India (“SEBI”) introduced significant amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 through its Third Amendment Regulations, 2024. These amendments, aimed at streamlining compliance requirements for listed entities, include key relaxations and updates. Here's a summary of the key changes:
1.Omission of Compliance Certificate Requirement (Regulation 7(3)):
The requirement for listed entities to submit a compliance certificate, signed by the compliance officer and the authorized representative of the RTA, within 30 days of the end of the financial year has been removed.
2.Relaxations for Director and KMP Remuneration (Regulation 23(2)(e)):
Approval from the audit committee is no longer required for remuneration and sitting fees paid to directors, key managerial personnel (KMP), or senior management, except those who are part of the promoter or promoter group, provided such payments are not material as per Regulation 23(1).
3.Ratification of Related Party Transactions (Regulation 23(2)(f)):
Independent directors on the audit committee are now empowered to ratify related party transactions within three months of the transaction date or in the immediate next audit committee meeting, whichever is earlier, subject to certain conditions.
4.Revised Provisions for Secretarial Auditors (Regulation 24A):
The regulation now includes detailed provisions governing the appointment, casual vacancy, eligibility, qualifications, and disqualifications of secretarial auditors.
5.Timelines for Board Meeting Disclosures (Regulation 30(6)(i)):
For board meetings ending after normal trading hours but more than three hours before the next trading session, decisions must be disclosed within three hours of the meeting's conclusion.
For multi-day board meetings, financial results must be disclosed within the stipulated timeframe on the day they are considered.
6.Annual Report Access Simplification (Regulation 36(1)(b)):
Instead of sending hard copies of the statement, listed entities can now provide shareholders with a letter containing a web link (with the exact path) to access the complete Annual Report.
7.Omission of Annual Report Dispatch Timeline (Regulation 36(2)):
Listed entities are no longer required to send annual reports to security holders at least 21 days before the Annual General Meeting (AGM).
8.Omission of Loss and Duplicate Share Certificate Disclosure (Regulation 39(3)):
The requirement to notify the stock exchange within two days about loss of share certificates and issuance of duplicates has been removed.
9.Simplification of Securities Transfer Regulations (Regulation 40):
Provisions related to delegation of Board powers, transfer of securities, aggrieved party compensation, certificate production by a practicing Company Secretary, and related filings with stock exchanges have been omitted.
New Guidelines for Financial Results Advertisements (Regulation 47(1)):
Listed entities must now publish an advertisement in the newspaper within 48 hours of the conclusion of the board meeting approving the financial results. The advertisement need only contain a Quick Response (QR) code and details of the webpage where the complete financial results are available.
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