The
Securities and Exchange Board of India (“SEBI”) vide notification dated June
14, 2023 notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023.
1.
Definition
of Mainstream Media: Introduction
of definition of “Mainstream Media”,
by adding the clause (ra) in regulation 2:
“(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.”
2.
Vacancy of
Compliance Officer: Introduction of new clause relating to
filling the vacancy of compliance officer by adding clause (1A) in regulation 6:
“(1A) Any
vacancy in the office of the Compliance Officer shall be filled by the listed
entity at the earliest and in any case not later than three months from the date
of such vacancy:
Provided
that the listed entity shall not fill such vacancy by appointing a person in
interim capacity, unless such appointment is made in accordance with the laws
applicable in case of a fresh appointment to such office and the obligations
under such laws are made applicable to such person.”
3.
Extension of “Comply and Explain” basis
compliance of Provisions of regulation 15 of SEBI LODR till March 31, 2024:
Provided further that these provisions shall
be applicable to a ‘high value debt listed entity’ on a ‘comply or explain’
basis until March 31, 2023 and on a mandatory basis thereafter.
Provided further that these provisions shall
be applicable to a ‘high value debt listed entity’ on a ‘comply or explain’
basis until March 31, 2024 and on a mandatory basis thereafter.
‘Comply or explain’ for the purpose of the
second proviso to sub-regulation (1A) of regulation 15 shall mean that the
entity shall endeavour to comply with the provisions and achieve full
compliance by March 31, 2023. In case the entity is not able to achieve full
compliance with the provisions, till such time, it shall explain the reasons
for such non-compliance/ partial compliance and the steps initiated to achieve
full compliance in the quarterly compliance report filed under clause (a),
sub-regulation (2) of regulation 27 of these regulations.
‘Comply or explain’ for the purpose of the
second proviso to sub-regulation (1A) of regulation 15 shall mean that the
entity shall endeavour to comply with the provisions and achieve full compliance
by March 31, 2024. In case the entity is not able to achieve full compliance
with the provisions, till such time, it shall explain the reasons for such
non-compliance/ partial compliance and the steps initiated to achieve full
compliance in the quarterly compliance report filed under clause (a),
sub-regulation (2) of regulation 27 of these regulations.
4.
Approval of Shareholders required in General
Meeting once in every Five years: Insertion of clauses after clause (1C) of regulation 17:
“(1D) 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:
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.”
5.
Vacancies in respect of certain Key Managerial
Personnel: Introduction of new Regulation 26(A) after regulation 26 of SEBI LODR:
6.
Intimation
of cyber security incidents or breaches or loss of data or documents:
introduction of sub clause (ba) of clause 2 of sub regulation 2 of regulation
27:
“(ba) Details of cyber security incidents or breaches or loss of data or documents shall be disclosed along with the report mentioned in clause (a) of sub-regulation (2), as may be specified.
7.
Amendments
in regulation 30:
i. Substitution of Regulation 30(4)(i)(C)
Old provision: In
case where the criteria specified in sub-clauses (a) and (b) are not
applicable, an event/information may be treated as being material if in the
opinion of the board of directors of listed entity, the event / information is
considered material.
New Provision: the
omission of an 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;”
ii. Insertion clause 30(4)(i)(d)
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, the event or information is considered 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.”
iii. Insertion of Proviso to Regulation 30(4)(ii)
Regulation 30(4)(ii) shall now be read as: The listed entity shall frame a policy for
determination of materiality, based on criteria specified in this
sub-regulation, duly approved by its board of directors, which shall be
disclosed on its website.
“Provided that such a policy for determination
of materiality shall not dilute any requirement specified under the provisions
of these regulations:
Provided further that such a policy for
determination of materiality shall assist the relevant employees of the listed
entity in identifying any potential material event or information and reporting
the same to the authorized Key Managerial Personnel, in terms of sub-regulation
(5), for determining the materiality of the said event or information and for
making the necessary disclosures to the stock exchange(s).”
iv. Substitution of Regulation 30(6)
Old Provision: The listed entity shall first disclose to
stock exchange(s) of all events, as specified in Part A of Schedule III, or
information as soon as reasonably possible and not later than twenty four hours
from the occurrence of event or information:
Provided that in case the disclosure is made
after twenty four hours of occurrence of the event or information, the listed
entity shall, along with such disclosures provide explanation for delay:
Provided further that disclosure with respect
to events specified in sub-para 4 of Para A of Part A of Schedule III shall be
made within the timelines specified therein.
New Provision:
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) thirty minutes from the closure of the
meeting of the board of directors in which the decision pertaining to the event
or information has been taken;
(ii) twelve hours from the occurrence of the
event or information, in case the event or information is emanating from within
the listed entity;
(iii) twenty four hours from the occurrence of
the event or information, in case the event or information is not emanating
from within the listed entity:
Provided that disclosure with respect to events
for which timelines have been specified in Part A of Schedule III shall be made
within such timelines:
Provided further that in case the disclosure
is made after the timelines specified under this regulation, the listed entity
shall, along with such disclosure provide the explanation for the delay.”
v. Insertion of Proviso and Explanation to
Regulation 30(11):
Regulation 30(11): The listed entity may on its own initiative
also, confirm or deny any reported event or information to stock exchange(s).
“Provided that 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 and
which indicates that rumours of an impending specific material event or
information in terms of the provisions of this regulation are circulating
amongst the investing public, as soon as reasonably possible and not later than
twenty four hours from the reporting of the event or information:
Provided further that if the listed entity
confirms the reported event or information, it shall also provide the current
stage of such event or information.
Explanation – The top 100 and 250 listed
entities shall be determined on the basis of market capitalization, as at the
end of the immediately preceding financial year.”
vi. Introduction of Regulation 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, 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.”
8.
Introduction
of New Regulation 30A: “Disclosure requirements for certain types of agreements binding listed entities:
(1) All the shareholders, promoters, promoter
group entities, related parties, directors, key managerial personnel and
employees of a listed entity or of its holding, subsidiary and associate
company, who are parties to the agreements specified in clause 5A of para A of
part A of schedule III to these regulations, shall inform the listed entity
about the agreement to which such a listed entity is not a party, within two
working days of entering into such agreements or signing an agreement to enter
into such agreements:
Provided that for the agreements that subsist
as on the date of notification of clause 5A to para A of part A of schedule
III, the parties to the agreements shall inform the listed entity, about the
agreement to which such a listed entity is not a party and the listed entity
shall in turn disclose all such subsisting agreements to the Stock Exchanges
and on its website within the timelines as specified by the Board.
(2) The listed entity shall disclose the
number of agreements that subsist as on the date of notification of clause 5A
to para A of part A of schedule III, their salient features, including the link
to the webpage where the complete details of such agreements are available, in
the Annual Report for the financial year 2022-23 or for the financial year
2023-24.”
9.
Introduction
of New Regulation 31B: “Special rights
to shareholders:
(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:
Provided that the special rights available to
the shareholders of a listed entity as on the date of coming into force of this
regulation shall be subject to the approval by shareholders by way of a special
resolution within a period of five years from the date of coming into force of
this regulation:
Provided further that the requirement
specified in this regulation shall not be applicable to the special rights made
available by a listed entity to a financial institution registered with or
regulated by the Reserve Bank of India under a lending arrangement in the
normal course of business or to a debenture trustee registered with the Board
under a subscription agreement for the debentures issued by the listed entity,
if such financial institution or the debenture trustee becomes a shareholder of
the listed entity as a consequence of such lending arrangement or subscription
agreement for the debentures.”
10. Insertion of New Clause (j) in Regulation 33(3):
“(j) The listed entity shall, subsequent to
the listing, submit its financial results for the quarter or the financial year
immediately succeeding the period for which the financial statements have been
disclosed in the offer document for the initial public offer, in accordance with
the timeline specified in clause (a) or clause (d) of this sub-regulation, as
the case may be, or within 21 days from the date of its listing, whichever is
later.”
11. Substitution of Clause (f) of Regulation
34(2):
Old Provision:
for the top one thousand listed entities based
on market capitalization, a business responsibility report describing the
initiatives taken by the listed entity from an environmental, social and
governance perspective, in the format as specified by the Board from time to
time:
Provided that the requirement of submitting a
business responsibility report shall be discontinued after the financial year
2021–22 and thereafter, with effect from the financial year 2022–23, the top
one thousand listed entities based on market capitalization shall submit a
business responsibility and sustainability report in the format as specified by
the Board from time to time:
Provided further that even during the
financial year 2021–22, the top one thousand listed entities may voluntarily
submit a business responsibility and sustainability report in place of the
mandatory business responsibility report:
Provided further that the remaining listed
entities including the entities which have listed their specified securities on
the SME Exchange, may voluntarily submit such reports.
Explanation: For the purpose of this clause,
market capitalization shall be calculated as on the 31st day of March of every
financial year.
New
Provision:
“(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:
Provided further that the listed entities
shall also make disclosures and obtain assurance as per the Business
Responsibility and Sustainability Report Core for their value chain, with
effect from and in the manner as may be specified by the Board from time to
time:
Provided further that the remaining listed
entities, including the entities which have listed their specified securities
on the SME Exchange, may voluntarily disclose the Business Responsibility and
Sustainability Report or may voluntarily obtain the assurance of the Business
Responsibility and Sustainability Report Core, for themselves or for their
value chain, as the case may be.
Explanation-1: For the purpose of this clause:
i.
market
capitalization shall be calculated as on the 31st day of March of every
financial year;
ii.
Business
Responsibility and Sustainability Report Core shall comprise of such key performance
indicators as may be specified by the Board from time to time;
iii.
“value
chain” for the listed entities shall be specified by the Board from time to
time.”
12. Introduction of New Regulation 37A: “Sale, lease or disposal of an undertaking
outside Scheme of Arrangement:
(1) A listed entity carrying out sale, lease
or otherwise disposal of the whole or substantially the whole of the
undertaking of such entity or where it owns more than one undertaking, of the
whole or substantially the whole of any of such undertakings, shall -
(a) take prior approval of shareholders by way
of special resolution;
(b) disclose the object of and commercial
rationale for carrying out such sale, lease or otherwise disposal of the whole
or substantially the whole of the undertaking of the entity, and the use of
proceeds arising therefrom, in the statement annexed to the notice to be sent
to the shareholders:
Provided that such a special resolution shall
be acted upon only if the votes cast by the public shareholders in favour of
the resolution exceed the votes cast by such public shareholders against the
resolution:
Provided further that no public shareholder
shall vote on the resolution if he is a party, directly or indirectly, to such
sale, lease or otherwise disposal of the whole or substantially the whole of
the undertaking of the listed entity.
Explanation. —For the purposes of this
regulation, the terms “undertaking” and “substantially the whole of the
undertaking” shall have the same meaning as assigned to them under clause (a) of
subsection (1) of section 180 of the Companies Act, 2013.
(2) The requirement as specified in
sub-regulation (1) shall not be applicable for sale, lease or otherwise
disposal of the whole or substantially the whole of the undertaking by a listed
entity to its wholly owned subsidiary whose accounts are consolidated with such
listed entity:
Provided that prior to such wholly owned
subsidiary selling, leasing or otherwise disposing of the whole or
substantially the whole of the undertaking received from a listed entity,
whether in whole or in part, to any other entity, such listed entity shall
comply with the requirements specified in sub regulation (1):
Provided further that the listed entity shall
comply with the requirements specified in sub-regulation (1) before diluting
its shareholding below hundred percent in its wholly owned subsidiary to which
the whole or substantially the whole of the undertaking of such listed entity
was transferred.
Explanation: The provisions of this regulation
shall not be applicable where sale, lease or otherwise disposal of the whole or
substantially the whole of the undertaking of a listed entity is by virtue of a
covenant covered under an agreement with a financial institution regulated by
or registered with the Reserve Bank of India or with a Debenture Trustee
registered with the Board.”
13. Insertion in Clause (o) of Regulation 46(2):
Old
Provision:
Schedule of analysts or institutional
investors meet and presentations made by the listed entity to analysts or
institutional investors.
New Provision:
“Schedule
of analysts or institutional investors meet at least two working days in advance
(excluding the date of the intimation and the date of the meet) and presentations made by the listed entity
to analysts or institutional investors.”
14. Substitution of Regulation 57):
(2) Omitted
(3)
The listed entity shall forward to the stock exchange any other information in
the manner and format as specified by the Board from time to time.
(4)
The listed entity shall within five working days prior to the beginning of the
quarter provide details for all the non-convertible securities for which
interest/dividend/principal obligations shall be payable during the quarter.
(5) The listed entity shall within seven
working days from the end of the quarter provide:
(a) a
certificate confirming the payment of interest/dividend/principal obligations
for non-convertible securities which were due in that quarter; and
(b)
the details of all unpaid interest/dividend/principal obligations in relation
to non-convertible securities at the end of the quarter.
The listed entity shall submit a certificate to the stock exchange regarding status of payment of interest or dividend or repayment or redemption of principal of non-convertible securities, within one working day of it becoming due, in the manner and format as specified by the Board from time to time.”
15. Amendment in regulation Schedule III in Part
A:
i.
Substitution
of sub paragraph 1 of Paragraph A
Old Provision:
Acquisition(s) (including
agreement to acquire), Scheme of Arrangement (amalgamation/ merger/
demerger/restructuring), or sale or disposal of any unit(s), division(s) or
subsidiary of the listed entity or any other restructuring.
Explanation.- For the purpose of
this sub-para, the word 'acquisition' shall mean,-
(i) acquiring control, whether
directly or indirectly; or,
(ii)acquiring or agreeing to
acquire shares or voting rights in, a company, whether directly or indirectly,
such that -
(a) the listed entity holds shares
or voting rights aggregating to five per cent or more of the shares or voting
rights in the said company, or;
(b) there has been a change in
holding from the last disclosure made under sub-clause (a) of clause (ii) of
the Explanation to this sub-para and such change exceeds two per cent of the
total shareholding or voting rights in the said company.
“Acquisition(s) (including
agreement to acquire), Scheme of Arrangement (amalgamation, merger, demerger or
restructuring), sale or disposal of any unit(s), division(s), whole or
substantially the whole of the undertaking(s) or subsidiary of the listed
entity, sale of stake in associate company of the listed entity or any other
restructuring.
(i) acquiring control, whether
directly or indirectly; or
(a) the listed entity holds shares
or voting rights aggregating to five per cent or more of the shares or voting
rights in the said company; or
(b) there has been a change in
holding from the last disclosure made under subclause (a) of clause (ii) of the
Explanation to this sub-paragraph and such change exceeds two per cent of the
total shareholding or voting rights in the said company; or
(c) the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30.
Explanation (2) - For the purpose of this sub-paragraph, “sale or disposal of subsidiary” and “sale of stake in associate company” shall include-
(i) an agreement to sell or sale
of shares or voting rights in a company such that the company ceases to be a
wholly owned subsidiary, a subsidiary or an associate company of the listed
entity; or
(ii) an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in sub clause (c) of clause (i) of sub-regulation (4) of regulation 30.
Explanation (3)- For the purpose of this sub-paragraph, “undertaking” and “substantially the whole of the undertaking” shall have the same meaning as given under section 180 of the Companies Act, 2013.”
ii. Substitution of sub paragraph 3 of Paragraph
A: “Revision in Ratings” substituted with word “New Rating”.
iii. Insertion of new sub paragraph 5A in Paragraph A:
“(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:
Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations.
Explanation: For the purpose of this clause, the term “directly or indirectly” includes agreements creating obligation on the parties to such agreements to ensure that listed entity shall or shall not act in a particular manner.”
iv. Substitution of sub paragraph 6 of Paragraph A
Old
Provision: Fraud/defaults
by promoter or key managerial personnel or by listed entity or arrest of key
managerial personnel or promoter.
New
Provision: 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:
For
the purpose of this sub-paragraph:
(i)
‘Fraud’ shall include fraud as defined under Regulation 2(1)(c) of Securities
and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to Securities Market) Regulations, 2003.
(ii)
‘Default’ shall mean non-payment of the interest or principal amount in full on
the date when the debt has become due and payable.
Explanation
1- In case of revolving facilities like cash credit, an entity would be
considered to be in ‘default’ if the outstanding balance remains continuously
in excess of the sanctioned limit or drawing power, whichever is lower, for
more than thirty days.
Explanation
2- Default by a promoter, director, key managerial personnel, senior
management, subsidiary shall mean default which has or may have an impact on
the listed entity.”
v.
Substitution
of sub paragraph 7 of Paragraph A
Old
Provision: Change in directors, key
managerial personnel (Managing Director, Chief Executive Officer, Chief
Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
New
Provision: Change in directors, key
managerial personnel (Managing Director, Chief Executive Officer, Chief
Financial Officer , Company Secretary, senior
management etc.), Auditor and Compliance Officer.
vi. Insertion of new sub paragraph 7C and 7D in
Paragraph A:
“(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 fulfil 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).”
vii. Modification in sub paragraph 11 in Paragraph A:
Old Provision:
Reference to BIFR and winding-up petition filed by any party / creditors
New Provision:
winding-up petition filed by any party / creditors
viii. Modification in sub paragraph 15 in Paragraph
A:
Old
provision:
(a)
Schedule
of analysts or institutional investors meet and presentations made by the
listed entity to analysts or institutional investors.
New
provision:
(a)
Schedule
of analysts or institutional investors meet at least two working days in advance (excluding the date of the
intimation and the date of the meet) and presentations made by the listed
entity to analysts or institutional investors.
ix. Insertion of new sub paragraph 18, 19, 20 and
21 in Paragraph A of Schedule III:
“(18) Announcement or communication through social media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity.
Explanation – “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 the following:
(a) search or seizure; or
(b) re-opening of accounts under
section 130 of the Companies Act, 2013; or
(c) investigation under the provisions of Chapter XIV of the Companies Act, 2013;
along with the following details pertaining to the actions(s) initiated, taken or orders passed:
i. name of the authority;
ii. nature and details of the
action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction
or order, including any ad-interim or interim orders, or any other
communication from the authority;
iv. details of the
violation(s)/contravention(s) committed or alleged to be committed;
v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.
(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) by whatever name called
along with the following details pertaining to the actions(s) initiated, taken or orders passed
i. name of the authority;
ii. nature and details of the
action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction
or order, including any ad-interim or interim orders, or any other
communication from the authority;
iv. details of the violation(s)/contravention(s)
committed or alleged to be committed;
v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible.
(21) Voluntary revision of financial statements or the report of the board of directors of the listed entity under section 131 of the Companies Act, 2013.”
16. Amendment in regulation Schedule III in Part B:
i.
Substitution
of sub paragraph 2 of Paragraph B
“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).”
ii.
Modification
in sub paragraph 5 in Paragraph B:
Old
provision: Agreements
(viz. loan agreement(s) (as a borrower) or any other agreement(s) which are
binding and not in normal course of business) and revision(s) or amendment(s)
or termination(s)
New
provision: Agreements
(viz. loan agreement(s) or any other agreement(s) which are binding and not in
normal course of business) and revision(s) or amendment(s) or termination(s).
iii. Substitution of sub paragraph 8 in Paragraph B:
Pendency
of any litigation(s) or dispute(s) or the outcome thereof which may have an
impact on the listed entity.”
iv. Substitution of sub paragraph 9 in Paragraph B:
Frauds or
defaults by employees of the listed entity which has or may have an impact on
the listed entity.”
v.
Modification
in sub paragraph 11 in Paragraph B:
Old provision: Giving of guarantees or indemnity or becoming a surety for any third party.
New provision: Giving of guarantees or indemnity or becoming a surety by whatever named called for any third party.
vi. Insertion of new sub paragraph 13 in Paragraph
B:
“13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority.”
17. Amendment in Schedule V:
i.
Insertion
of new sub paragraph 5B in Schedule V: Annual Report
5B. Senior management: Particulars of senior management including the changes therein since the close of the previous financial year.”
ii.
Insertion
of new sub paragraph G in Schedule V: Annual Report
G.
Disclosure of certain types of agreements binding listed entities
(1) Information disclosed under clause 5A of
paragraph A of Part A of Schedule III of these regulations.
