CIRCULAR
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 July 13, 2023
To,
All Listed Entities
All the Recognized Stock Exchanges
Dear Sir/Madam,
Sub: Disclosure of material events / information by listed entities under Regulations
30 and 30A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
1. SEBI vide circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 specified the
details that need to be provided while disclosing events given in Part A of Schedule III
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations”) and guidance on when an
event / information can be said to have occurred. The aforesaid circular has now
become part of Section V-A of Chapter V of Master Circular issued vide circular no.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“Master Circular”).
2. In order to bring more transparency and to ensure timely disclosure of material events
/ information by listed entities, the proposal to amend LODR Regulations was
deliberated by the Primary Market Advisory Committee (PMAC) of SEBI and
subsequently placed for public consultation for comment. Based on the above,
pursuant to approval by the Board, amendments to the LODR Regulations were
notified (link).
3. Accordingly, this circular consists of four annexures with respect to disclosure
requirements under regulations 30 and 30A (inserted by the aforesaid amendment) of
the LODR Regulations which are given below:
i. ANNEXURE I specifies the details that need to be provided while disclosing
events given in Part A of Schedule III (Annexure 18 to the Master Circular).
ii. ANNEXURE II specifies the timeline for disclosing events given in Part A of
Schedule III.
iii. ANNEXURE III provides guidance on when an event / information can be said
to have occurred (Annexure 19 to the Master Circular).
iv. ANNEXURE IV provides guidance on the criteria for determination of
materiality of events / information.
4. The Master Circular stands partially modified by this circular as specified in sub-
paragraph (i) and (iii) of paragraph 3 above.
5. This circular shall come into force from July 15, 2023.
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6. The Stock Exchanges are advised to bring the contents of this circular to the notice of
their listed entities and ensure its compliance.
7. This circular is issued in exercise of the powers conferred under Section 11(1) and 11A
of the Securities and Exchange Board of India Act, 1992 read with regulation 101 of
LODR Regulations.
8. This circular is available on SEBI website at www.sebi.gov.in under the category:
‘Legal → Circulars’.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Tel. No.: +91 22 2644 9253
Email id: rajkd@sebi.gov.in
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ANNEXURE I
DETAILS TO BE PROVIDED WHILE DISCLOSING EVENTS GIVEN IN PART A OF
SCHEDULE III OF THE LODR REGULATIONS
A. Details which a listed entity needs to disclose for the events that are deemed to
be material as specified in Para A of Part A of Schedule III of the LODR Regulations
1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement
(amalgamation/ merger/ demerger/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 the associate company of the listed entity or
any other restructuring:
1.1. Acquisition (including agreement to acquire):
a) name of the target entity, details in brief such as size, turnover etc.;
b) whether the acquisition would fall within related party transaction(s) and whether
the promoter/ promoter group/ group companies have any interest in the entity
being acquired? If yes, nature of interest and details thereof and whether the same
is done at “arm’s length”;
c) industry to which the entity being acquired belongs;
d) objects and impact of acquisition (including but not limited to, disclosure of reasons
for acquisition of target entity, if its business is outside the main line of business of
the listed entity);
e) brief details of any governmental or regulatory approvals required for the
acquisition;
f) indicative time period for completion of the acquisition;
g) consideration - whether cash consideration or share swap or any other form and
details of the same;
h) cost of acquisition and/or the price at which the shares are acquired;
i) percentage of shareholding / control acquired and / or number of shares acquired;
j) brief background about the entity acquired in terms of products/line of business
acquired, date of incorporation, history of last 3 years turnover, country in which
the acquired entity has presence and any other significant information (in brief);
1.2. Amalgamation/ Merger:
a) name of the entity(ies) forming part of the amalgamation/merger, details in brief
such as, size, turnover etc.;
b) whether the transaction would fall within related party transactions? If yes, whether
the same is done at “arm’s length”;
c) area of business of the entity(ies);
d) rationale for amalgamation/ merger;
e) in case of cash consideration – amount or otherwise share exchange ratio;
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f) brief details of change in shareholding pattern (if any) of listed entity.
1.3. De-merger:
a) brief details of the division(s) to be demerged;
b) turnover of the demerged division and as percentage to the total turnover of the
listed entity in the immediately preceding financial year / based on financials of the
last financial year;
c) rationale for demerger;
d) brief details of change in shareholding pattern (if any) of all entities;
e) in case of cash consideration – amount or otherwise share exchange ratio;
f) whether listing would be sought for the resulting entity.
1.4. Sale or disposal of unit(s) or division(s), whole or substantially the whole of the
undertaking(s) or subsidiary of the listed entity, sale of stake in the associate
company of the listed entity:
a) the amount and percentage of the turnover or revenue or income and net worth
contributed by such unit or division or undertaking or subsidiary or associate
company of the listed entity during the last financial year;
b) date on which the agreement for sale has been entered into;
c) the expected date of completion of sale/disposal;
d) consideration received from such sale/disposal;
e) brief details of buyers and whether any of the buyers belong to the promoter/
promoter group/group companies. If yes, details thereof;
f) whether the transaction would fall within related party transactions? If yes, whether
the same is done at “arm’s length”;
g) whether the sale, lease or disposal of the undertaking is outside Scheme of
Arrangement? If yes, details of the same including compliance with regulation 37A
of LODR Regulations.
h) additionally, in case of a slump sale, indicative disclosures provided for
amalgamation/merger, shall be disclosed by the listed entity with respect to such
slump sale.
For the purpose of this sub-clause, "slump sale" shall mean the transfer of one or more
undertakings, as a result of the sale for a lump sum consideration, without values being
assigned to the individual assets and liabilities in such sales.
1.5. Other Restructuring:
a) details and reasons for restructuring;
b) quantitative and/ or qualitative effect of restructuring;
c) details of benefit, if any, to the promoter/promoter group/group companies from
such proposed restructuring;
d) brief details of change in shareholding pattern (if any) of all entities.
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2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of
securities, any restriction on transferability of securities or alteration in terms or
structure of existing securities including forfeiture, reissue of forfeited
securities, alteration of calls, redemption of securities etc.
2.1. Issuance of securities:
a) type of securities proposed to be issued (viz. equity shares, convertibles etc.);
b) type of issuance (further public offering, rights issue, depository receipts
(ADR/GDR), qualified institutions placement, preferential allotment etc.);
c) total number of securities proposed to be issued or the total amount for which the
securities will be issued (approximately);
d) in case of preferential issue the listed entity shall disclose the following additional
details to the stock exchange(s):
i. names of the investors;
ii. post allotment of securities - outcome of the subscription, issue price / allotted
price (in case of convertibles), number of investors;
iii. in case of convertibles - intimation on conversion of securities or on lapse of
the tenure of the instrument;
e) in case of bonus issue the listed entity shall disclose the following additional details
to the stock exchange(s):
i. whether bonus is out of free reserves created out of profits or share premium
account;
ii. bonus ratio;
iii. details of share capital - pre and post bonus issue;
iv. free reserves and/ or share premium required for implementing the bonus
issue;
v. free reserves and/ or share premium available for capitalization and the date
as on which such balance is available;
vi. whether the aforesaid figures are audited;
vii. estimated date by which such bonus shares would be credited/dispatched;
f) in case of issuance of depository receipts (ADR/GDR) or FCCB the listed entity
shall disclose following additional details to the stock exchange(s):
i. name of the stock exchange(s) where ADR/GDR/FCCBs are listed (opening
– closing status) / proposed to be listed;
ii. proposed no. of equity shares underlying the ADR/GDR or on conversion of
FCCBs;
iii. proposed date of allotment, tenure, date of maturity and coupon offered, if
any of FCCB’s;
iv. issue price of ADR/GDR/FCCBs (in terms of USD and in INR after
considering conversion rate);
v. change in terms of FCCBs, if any;
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vi. details of defaults, if any, by the listed entity in payment of coupon on FCCBs
& subsequent updates in relation to the default, including the details of the
corrective measures undertaken (if any);
g) in case of issuance of debt securities or other non-convertible securities the listed
entity shall disclose following additional details to the stock exchange(s):
i. size of the issue;
ii. whether proposed to be listed? If yes, name of the stock exchange(s);
iii. tenure of the instrument - date of allotment and date of maturity;
iv. coupon/interest offered, schedule of payment of coupon/interest and
principal;
v. charge/security, if any, created over the assets;
vi. special right/interest/privileges attached to the instrument and changes
thereof;
vii. delay in payment of interest / principal amount for a period of more than three
months from the due date or default in payment of interest / principal;
viii. details of any letter or comments regarding payment/non-payment of interest,
principal on due dates, or any other matter concerning the security and /or
the assets along with its comments thereon, if any;
ix. details of redemption of preference shares indicating the manner of
redemption (whether out of profits or out of fresh issue) and debentures;
h) any cancellation or termination of proposal for issuance of securities including
reasons thereof.
2.2. Split/consolidation of shares:
a) split/consolidation ratio;
b) rationale behind the split/consolidation;
c) pre and post share capital – authorized, paid-up and subscribed;
d) expected time of completion;
e) class of shares which are consolidated or subdivided;
f) number of shares of each class pre and post split or consolidation;
g) number of shareholders who did not get any shares in consolidation and their pre-
consolidation shareholding.
2.3. Buy back of securities:
a) number of securities proposed for buyback;
b) number of securities proposed for buyback as a percentage of existing paid up
capital;
c) buyback price;
d) actual securities in number and percentage of existing paid up capital bought back;
e) pre & post shareholding pattern.
2.4. Any restriction on transferability of securities:
a) authority issuing attachment or prohibitory orders;
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b) brief details and reasons for attachment or prohibitory orders;
c) name of registered holders against whom restriction on transferability has been
placed;
d) total number of securities so affected;
e) distinctive numbers of such securities if applicable;
f) period for which order would be applicable (if stated).
2.5. Any action, which will result in alteration of the terms or structure of any existing
securities, including, but not limited to:
a) forfeiture of shares;
b) reissue of forfeited shares or securities, or the issue of shares or securities held in
reserve for future issue or the creation in any form or manner of new shares or
securities or any other rights, privileges or benefits to subscribe to;
c) proposal to issue any class of securities;
d) alterations of capital, including calls;
e) change in the terms regarding redemption/cancellation/retirement in whole or in
part of any securities issued by the listed entity.
3. New Rating(s) or Revision in Rating(s)
The listed entity shall notify the stock exchange(s), the details of any new rating or
revision in rating assigned from a credit rating agency to any debt instrument of the
listed entity or to any fixed deposit programme or to any scheme or proposal of the
listed entity involving mobilization of funds whether in India or abroad. In case of a
downward revision in ratings, the listed entity shall also intimate the reasons provided
by the rating agency for such downward revision.
The above requirement to disclose rating shall also be applicable to the following:
a) Revision in rating even if it was not requested for by the listed entity or the request
was later withdrawn by the listed entity.
b) Revision in rating outlook even without revision in rating score.
c) ESG ratings by registered ESG Rating Providers.
4. Outcome of meetings of the board of directors: The listed entity shall intimate to the
Exchange(s), within 30 minutes of the closure of the meeting, held to consider or decide
the following:
4.1. dividends and/or cash bonuses recommended or declared or the decision to pass
any dividend and the date on which dividend shall be paid/dispatched;
4.2. any cancellation of dividend with reasons thereof;
4.3. the decision on buyback of securities;
4.4. the decision with respect to fund raising proposed to be undertaken;
4.5. increase in capital by issue of bonus shares through capitalization including the
date on which such bonus shares would be credited/dispatched;
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4.6. reissue of forfeited shares or securities, or the issue of shares or securities held
in reserve for future issue or the creation in any form or manner of new shares or
securities or any other rights, privileges or benefits to subscribe to;
4.7. short particulars of any other alterations of capital, including calls;
4.8. financial results;
4.9. decision on voluntary delisting by the listed entity from stock exchange(s);
The intimation of outcome of meeting of the board of directors shall also contain the
time of commencement and conclusion of the meeting.
5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family
settlement agreement(s) (to the extent that it impacts management and control
of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies)
which are binding and not in normal course of business, revision(s) or
amendment(s) and termination(s) thereof:
5.1. name(s) of parties with whom the agreement is entered;
5.2. purpose of entering into the agreement;
5.3. shareholding, if any, in the entity with whom the agreement is executed;
5.4. significant terms of the agreement (in brief) special rights like right to appoint
directors, first right to share subscription in case of issuance of shares, right to
restrict any change in capital structure etc.;
5.5. whether, the said parties are related to promoter/promoter group/ group
companies in any manner. If yes, nature of relationship;
5.6. whether the transaction would fall within related party transactions? If yes,
whether the same is done at “arm’s length”;
5.7. in case of issuance of shares to the parties, details of issue price, class of shares
issued;
5.8. any other disclosures related to such agreements, viz., details of nominee on
the board of directors of the listed entity, potential conflict of interest arising out
of such agreements, etc.;
5.9. in case of termination or amendment of agreement, listed entity shall disclose
additional details to the stock exchange(s):
a) name of parties to the agreement;
b) nature of the agreement;
c) date of execution of the agreement;
d) details of amendment and impact thereof or reasons of termination and
impact thereof.
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
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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:
a) if the listed entity is a party to the agreement,
i. details of the counterparties (including name and relationship with the listed
entity);
b) if listed entity is not a party to the agreement,
i. name of the party entering into such an agreement and the relationship with
the listed entity;
ii. details of the counterparties to the agreement (including name and
relationship with the listed entity);
iii. date of entering into the agreement.
c) purpose of entering into the agreement;
d) shareholding, if any, in the entity with whom the agreement is executed;
e) significant terms of the agreement (in brief);
f) extent and the nature of impact on management or control of the listed entity;
g) details and quantification of the restriction or liability imposed upon the listed
entity;
h) whether, the said parties are related to promoter/promoter group/ group
companies in any manner. If yes, nature of relationship;
i) whether the transaction would fall within related party transactions? If yes,
whether the same is done at “arm’s length”;
j) in case of issuance of shares to the parties, details of issue price, class of shares
issued;
k) any other disclosures related to such agreements, viz., details of nominee on the
board of directors of the listed entity, potential conflict of interest arising out of
such agreements, etc.;
l) in case of rescission, amendment or alteration, listed entity shall disclose
additional details to the stock exchange(s):
i. name of parties to the agreement;
ii. nature of the agreement;
iii. date of execution of the agreement;
iv. details and reasons for amendment or alteration and impact thereof
(including impact on management or control and on the restriction or liability
quantified earlier);
v. reasons for rescission and impact thereof (including impact on
management or control and on the restriction or liability quantified earlier).
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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 whether occurred within
India or abroad:
6.1. At the time of unearthing of fraud or occurrence of the default / arrest:
a) nature of fraud/default/arrest;
b) estimated impact on the listed entity;
c) time of occurrence;
d) person(s) involved;
e) estimated amount involved (if any);
f) whether such fraud/default/arrest has been reported to appropriate authorities.
6.2. Subsequently intimate the stock exchange(s) further details regarding the
fraud/default/arrest including:
a) actual amount involved in the fraud /default (if any);
b) actual impact of such fraud /default on the listed entity and its financials; and
c) corrective measures taken by the listed entity on account of such fraud/default.
7. Change in directors, key managerial personnel (Managing Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary etc.), senior
management, Auditor and Compliance Officer:
7.1. reason for change viz. appointment, re-appointment, resignation, removal, death
or otherwise;
7.2. date of appointment/re-appointment/cessation (as applicable) & term of
appointment/re-appointment;
7.3. brief profile (in case of appointment);
7.4. disclosure of relationships between directors (in case of appointment of a
director).
7A. As specified in sub-para 7A of Para A of Part A of Schedule III of LODR Regulations.
7B. As specified in sub-para 7B of Para A of Part A of Schedule III of LODR Regulations.
7C. As specified in sub-para 7C of Para A of Part A of Schedule III of LODR Regulations.
7D. As specified in sub-para 7D of Para A of Part A of Schedule III of LODR Regulations.
8. Appointment or discontinuation of share transfer agent:
8.1. reason for appointment or discontinuation;
8.2. date on which above would become effective.
9. As specified in sub-para 9 of Para A of Part A of Schedule III of LODR Regulations.
10. One time settlement (OTS) with a Bank:
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10.1. reasons for opting for OTS;
10.2. brief summary of the OTS.
11. Winding-up petition filed by any party / creditors:
11.1. reasons for such a petition;
11.2. impact of such petition on listed entity.
12. Issuance of notices, call letters, resolutions and circulars sent to shareholders,
debenture holders or creditors or any class of them or advertised in the media
by the listed entity and the following:
12.1. date of notice/call letters/resolutions etc.;
12.2. brief details viz. agenda (if any) proposed to be taken up, resolution to be
passed, manner of approval proposed etc.
13. Proceedings of annual and extraordinary general meetings of the listed entity
and the following details in brief:
13.1. date of the meeting;
13.2. brief details of items deliberated and results thereof;
13.3. manner of approval proposed for certain items (e-voting etc.).
14. Amendments to memorandum and articles of association of listed entity, in brief.
15. As specified in sub-para 15 of Para A of Part A of Schedule III of LODR Regulations.
16. As specified in sub-para 16 of Para A of Part A of Schedule III of LODR Regulations.
17. As specified in sub-para 17 of Para A of Part A of Schedule III of LODR Regulations.
18. As specified in sub-para 18 of Para A of Part A of Schedule III of LODR Regulations.
19. As specified in sub-para 19 of Para A of Part A of Schedule III of LODR Regulations.
20. As specified in sub-para 20 of Para A of Part A of Schedule III of LODR Regulations.
21. As specified in sub-para 21 of Para A of Part A of Schedule III of LODR Regulations.
B. Details which a listed entity need to disclose for events on which the listed entity
shall apply materiality in terms of Para B of Part A of Schedule III of the LODR
Regulations
1. Commencement or any postponement in the date of commencement of
commercial production or commercial operations of any unit/division:
The listed entity shall notify the stock exchange(s) regarding the commencement of
commercial production or the commencement of commercial operations of any
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unit/division. In cases where the listed entity has made prior intimation of date of
commencement of commercial production or operations, the listed entity shall be
required to disclose details in case of postponement of the date of commencement.
2. Any of the following events pertaining to the listed entity:
2.1. Arrangements for strategic, technical, manufacturing, or marketing tie-
up:
a) Agreement / joint venture (JV) with companies:
i. name of the entity(ies) with whom agreement/ JV is signed;
ii. area of agreement/JV;
iii. domestic/international;
iv. share exchange ratio / JV ratio;
v. scope of business operation of agreement / JV;
vi. details of consideration paid / received in agreement / JV;
vii. significant terms and conditions of agreement / JV in brief;
viii. whether the acquisition would fall within related party transactions
and whether the promoter/ promoter group/ group companies have
any interest in the entity being acquired? If yes, nature of interest and
details thereof and whether the same is done at “arm’s length”;
ix. size of the entity(ies);
x. rationale and benefit expected.
b) In the event that any such arrangement is called off for any reason, the
same shall be disclosed along with the reasons for calling off the proposal.
2.2. Adoption of new line(s) of business:
a) industry or area to which the new line of business belongs to;
b) expected benefits;
c) estimated amount to be invested.
2.3. Closure of operations of any unit, division or subsidiary (in entirety or in
piecemeal):
a) date of such binding agreement, if any, entered for sale of such
unit/division, if any;
b) amount & percentage of turnover or revenue or income and net worth of
the listed entity contributed by such unit or division during the last financial
year;
c) date of closure or estimated time of closure;
d) reasons for closure.
3. Capacity addition or product launch
3.1. Capacity addition:
a) existing capacity;
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b) existing capacity utilization;
c) proposed capacity addition;
d) period within which the proposed capacity is to be added;
e) investment required;
f) mode of financing;
g) rationale.
3.2. Product launch:
a) name of the product;
b) date of launch;
c) category of the product;
d) whether caters to domestic/ international market;
e) name of the countries in which the product is launched (in case of
international).
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged
orders/contracts, not in the normal course of business:
4.1. Awarding of order(s)/contract(s): Only important terms and conditions which
may be as under needs to be disclosed:
a) name of the entity to which order(s)/contract(s) is awarded;
b) whether order(s) / contract(s) is awarded to domestic/ international entity
c) significant terms and conditions of order(s)/contract(s) awarded, in brief;
d) time period, if any, associated with the order(s)/contract(s);
e) broad commercial consideration or size of the order(s)/contract(s);
f) whether the promoter/ promoter group/group companies have any interest
in that entity to whom the order(s)/contract(s) is awarded? If Yes, nature
of interest and details thereof;
g) whether the same would fall within related party transactions? If yes,
whether the same is done at “arm’s length”.
4.2. Bagging/Receiving of orders/contracts: Only important terms and conditions
which may be as under needs to be disclosed:
a) name of the entity awarding the order(s)/contract(s);
b) significant terms and conditions of order(s)/contract(s) awarded in brief;
c) whether order(s) / contract(s) have been awarded by domestic/
international entity;
d) nature of order(s) / contract(s);
e) whether domestic or international;
f) time period by which the order(s)/contract(s) is to be executed;
g) broad consideration or size of the order(s)/contract(s);
h) whether the promoter/ promoter group / group companies have any
interest in the entity that awarded the order(s)/contract(s)? If yes, nature
of interest and details thereof;
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i) whether the order(s)/contract(s) would fall within related party
transactions? If yes, whether the same is done at “arm’s length”.
4.3. Amendment or termination of orders/contracts:
a) name of parties to the order(s)/contract(s);
b) nature of the order(s)/contract(s);
c) date of execution of the order(s)/contract(s)
d) details of amendment or reasons for terminations and impact thereof (to
the extent possible);
5. Agreements (viz. loan agreement(s) or any other agreement(s) which are binding
and not in normal course of business, revision(s) or amendment(s) and
termination(s) thereof: Only important terms and conditions which may be as under
needs to be disclosed:
a) name(s) of parties with whom the agreement is entered;
b) purpose of entering into the agreement;
c) size of agreement;
d) shareholding, if any, in the entity with whom the agreement is executed;
e) significant terms of the agreement (in brief) special rights like right to appoint
directors, first right to share subscription in case of issuance of shares, right to
restrict any change in capital structure etc.;
f) whether, the said parties are related to promoter/promoter group/ group
companies in any manner. If yes, nature of relationship;
g) whether the transaction would fall within related party transactions? If yes,
whether the same is done at “arm’s length”;
h) in case of issuance of shares to the parties, details of issue price, class of
shares issued;
i) in case of loan agreements, details of lender/borrower, nature of the loan, total
amount of loan granted/taken, total amount outstanding, date of execution of
the loan agreement/sanction letter, details of the security provided to the
lenders / by the borrowers for such loan or in case outstanding loans lent to a
party or borrowed from a party become material on a cumulative basis;
j) any other disclosures related to such agreements, viz., details of nominee on
the board of directors of the listed entity, potential conflict of interest arising out
of such agreements, etc.;
k) in case of termination or amendment of agreement, listed entity shall disclose
additional details to the stock exchange(s):
i. name of parties to the agreement;
ii. nature of the agreement;
iii. date of execution of the agreement;
iv. details of amendment and impact thereof or reasons of termination and
impact thereof.
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6. Disruption of operations of any one or more units or division of the listed entity
due to natural calamity (earthquake, flood, fire etc.), force majeure or events such
as strikes, lockouts etc.:
6.1. At the time of occurrence:
a) expected quantum of loss/damage caused;
b) whether loss/damage covered by insurance or not including amount;
c) estimated impact on the production/operations in case of strikes/lock outs;
d) factory/unit where the strike/lock out takes place including reasons for such
strike.
6.2. Regularly, till complete normalcy is restored:
a) insurance amount claimed and realized by the listed entity for the
loss/damage;
b) the actual amount of damage caused due to the natural calamity or other force
majeure events;
c) details of steps taken to restore normalcy and the impact of the natural
calamity/other force majeure events on production or service, financials of the
entity.
7. Effect(s) arising out of change in the regulatory framework applicable to the
listed entity.
8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may
have an impact on the listed entity: The listed entity shall notify the stock
exchange(s) upon it or its director or its key management personnel or its senior
management or its promoter or its subsidiary becoming party to any litigation,
assessment, adjudication, arbitration or dispute in conciliation proceedings or upon
institution of any litigation, assessment, adjudication, arbitration or dispute including
any ad-interim or interim orders passed against or in favour of the listed entity, the
outcome of which can reasonably be expected to have an impact. In case the amount
involved in ongoing litigations or disputes with an opposing party become material on
a cumulative basis, then the same shall also be required to be disclosed to the stock
exchange(s).
8.1. At the time of becoming the party:
a) brief details of litigation viz. name(s) of the opposing party, court/
tribunal/agency where litigation is filed, brief details of dispute/litigation;
b) expected financial implications, if any, due to compensation, penalty etc.;
c) quantum of claims, if any;
8.2. Regularly till the litigation is concluded or dispute is resolved:
a) the details of any change in the status and / or any development in relation
to such proceedings;
Page 15 of 25
b) in the case of litigation against key management personnel or its promoter or
ultimate person in control, regularly provide details of any change in the
status and / or any development in relation to such proceedings;
c) in the event of settlement of the proceedings, details of such settlement
including - terms of the settlement, compensation/penalty paid (if any) and
impact of such settlement on the financial position of the listed entity.
9. Frauds or defaults by employees of the listed entity which has or may have an
impact on the listed entity:
9.1. At the time of unearthing of fraud or occurrence of the default/arrest:
a) nature of fraud/default/arrest;
b) estimated impact on the listed entity;
c) time of occurrence;
d) person(s) involved;
e) estimated amount involved (if any);
f) whether such fraud has been reported to appropriate authorities.
9.2. Subsequently intimate the stock exchange(s) further details regarding the
fraud/default including:
a) actual amount involved in the fraud /default (if any);
b) actual impact of such fraud /default on the listed entity and its financials;
c) corrective measures taken by the listed entity on account of such
fraud/default.
10. Options to purchase securities (including any Share Based Employee Benefit
(SBEB) Scheme) at the time of instituting the scheme and vesting or exercise of
options:
a) brief details of options granted;
b) whether the scheme is in terms of SEBI (SBEB) Regulations, 2021 (if
applicable);
c) total number of shares covered by these options;
d) pricing formula;
e) options vested;
f) time within which option may be exercised;
g) options exercised;
h) money realized by exercise of options;
i) the total number of shares arising as a result of exercise of option;
j) options lapsed;
k) variation of terms of options;
l) brief details of significant terms;
m) subsequent changes or cancellation or exercise of such options;
n) diluted earnings per share pursuant to issue of equity shares on exercise of
options.
Page 16 of 25
11. Giving of guarantees or indemnity or becoming a surety, by whatever name
called, for any third party:
a) name of party for which such guarantees or indemnity or surety was given;
b) whether the promoter/ promoter group/ group companies have any interest in
this transaction? If yes, nature of interest and details thereof and whether the
same is done at “arm’s length”;
c) brief details of such guarantee or indemnity or becoming a surety viz. brief
details of agreement entered (if any) including significant terms and conditions,
including amount of guarantee;
d) impact of such guarantees or indemnity or surety on listed entity.
The above details for giving of guarantees or indemnity or becoming a surety, by
whatever name called, including comfort letter, side letter, etc., shall also be required
to be disclosed in case the amount involved in terms of outstanding guarantees,
indemnity or surety for a third party become material on a cumulative basis.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or
regulatory approvals:
a) name of the regulatory or licensing authority;
b) brief details of the approval/license obtained/ withdrawn/ surrendered;
c) impact/relevance of such approval/license to the listed entity;
d) withdrawal/cancellation or suspension of licence/approval by the regulatory or
licensing authority, with reasons for such action, estimated impact (monetary or
otherwise) on the listed entity and penalty, if any;
e) period for which such approval/license is/was valid;
f) Subsequently, the listed entity shall inform the stock exchange(s), the actual
impact (monetary or otherwise) along with corrective actions taken by the listed
entity pursuant to the withdrawal, cancellation or suspension of the key license/
approval.
13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory,
statutory, enforcement or judicial authority:
a) name of the authority;
b) details of fines, penalties, dues, etc. including amount;
c) due date of payment;
d) reasons for delay or default in payment;
e) impact on financial, operation or other activities of the listed entity, quantifiable
in monetary terms to the extent possible.
In addition to the above, details of payment including date of payment and amount paid
shall be disclosed upon payment of the fines, penalties, dues, etc.
C. Details which a listed entity need to disclose in terms of Para C of Part A of Schedule III
of LODR Regulations.
Page 17 of 25
ANNEXURE II
TIMELINE FOR DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III OF THE
LODR REGULATIONS
1. Regulation 30(6) of the LODR Regulations specifies that the listed entity shall first
disclose to the stock exchange(s) all events or information which are material in terms
of the provisions of the LODR Regulations 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.
Further, disclosure with respect to events for which timelines have been specified in
Part A of Schedule III of the LODR Regulations shall be made within such timelines.
2. In order to bring clarity in the above timelines for disclosure of material events or
information, the timeline for disclosure of events specified in Part A of Schedule III of
the LODR Regulations is given in the table below:
Table I: Timeline for disclosure of events specified in Part A of Schedule III of the
LODR Regulations
Para
/ Timeline for
Events
sub- disclosure
para
A. Events which shall be disclosed without any application of
the guidelines for materiality as specified in sub-regulation
(4) of regulation (30):
1. Acquisition(s) (including agreement to acquire), Scheme of Within 12 hours *
Arrangement (amalgamation/ merger/ demerger/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 the associate company of the listed entity or
any other restructuring.
2. Issuance or forfeiture of securities, split or consolidation of Within 12 hours *
shares, buyback of securities, any restriction on transferability
of securities or alteration in terms or structure of existing
securities including forfeiture, reissue of forfeited securities,
alteration of calls, redemption of securities etc.
3. New Ratings(s) or Revision in Rating(s). Within 24 hours
Page 18 of 25
Para
/ Timeline for
Events
sub- disclosure
para
4. Outcome of Meetings of the board of directors Timeline as
specified in sub-
para 4 of Para A
of Schedule III.
5. Agreements (viz. shareholder agreement(s), joint venture Within 12 hours *
agreement(s), family settlement agreement(s) (to the extent (for agreements
that it impacts management and control of the listed entity), where listed
agreement(s)/treaty(ies)/contract(s) with media companies) entity is a party);
which are binding and not in normal course of business,
revision(s) or amendment(s) and termination(s) thereof. Within 24 hours
(for agreements
where listed
entity is not a
party).
5A. Agreements entered into by the shareholders, promoters, Within 12 hours *
promoter group entities, related parties, directors, key (for agreements
managerial personnel, employees of the listed entity or of its where listed
holding, subsidiary or associate company, among themselves entity is a party);
or with the listed entity or with a third party, solely or jointly,
which, either directly or indirectly or potentially or whose Within 24 hours
purpose and effect is to, impact the management or control of (for agreements
the listed entity or impose any restriction or create any liability where listed
upon the listed entity, shall be disclosed to the Stock entity is not a
Exchanges, including disclosure of any rescission, amendment party).
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.
6. Fraud or defaults by a listed entity, its promoter, director, key Within 24 hours
managerial personnel, senior management or subsidiary or
arrest of key managerial personnel, senior management,
promoter or director whether occurred within India or abroad.
7. Change in directors, key managerial personnel (Managing Within 12 hours *
Director, Chief Executive Officer, Chief Financial Officer, (except in case
Company Secretary etc.), senior management, Auditor and resignation);
Compliance Officer.
Page 19 of 25
Para
/ Timeline for
Events
sub- disclosure
para
Within 24 hours
(in case of
resignation)
7A. In case of resignation of the auditor of the listed entity, detailed Timeline as
reasons for resignation of auditor, as given by the said auditor. specified in sub-
para 7A of Para
A of Schedule III.
7B. Resignation of independent director including reasons for Timeline as
resignation. specified in sub-
para 7B of Para
A of Schedule III.
7C. Letter of resignation along with detailed reasons for the Timeline as
resignation as given by the key managerial personnel, senior specified in sub-
management, Compliance Officer or director. para 7C of Para
A of Schedule III.
7D. In case the Managing Director or Chief Executive Officer of the Within 12 hours *
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).
8. Appointment or discontinuation of share transfer agent. Within 12 hours *
9. Resolution plan/ Restructuring in relation to loans/borrowings Within 24 hours
from banks/financial institutions.
10. One time settlement with a bank. Within 24 hours
11. Winding-up petition filed by any party / creditors. Within 24 hours
12. Issuance of notices, call letters, resolutions and circulars sent Within 12 hours *
to shareholders, debenture holders or creditors or any class of
them or advertised in the media by the listed entity.
13. Proceedings of annual and extraordinary general meetings of Within 12 hours *
the listed entity.
14. Amendments to memorandum and articles of association of Within 12 hours *
listed entity, in brief.
15. (a) Schedule of analysts or institutional investors meet and Timeline as
presentations made by the listed entity to analysts or specified in sub-
institutional investors. para 15 of Para
(b) Audio or video recordings and transcripts of post A of Schedule III.
earnings/quarterly calls, by whatever name called,
conducted physically or through digital means.
Page 20 of 25
Para
/ Timeline for
Events
sub- disclosure
para
16. Events in relation to the corporate insolvency resolution Within 24 hours
process (CIRP) of a listed corporate debtor under the
Insolvency Code.
17. Initiation of Forensic audit: In case of initiation of forensic audit, Within 12 hours *
(by whatever name called), the following disclosures shall be (if initiated by the
made to the stock exchanges by listed entities: listed entity);
(a) The fact of initiation of forensic audit along-with name of
entity initiating the audit and reasons for the same, if Within 24 hours
available; (if initiated by
(b) Final forensic audit report (other than for forensic audit external
initiated by regulatory / enforcement agencies) on receipt agency).
by the listed entity along with comments of the
management, if any.
18. Announcement or communication through social media Within 24 hours
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.
19. Action(s) initiated or orders passed by any regulatory, statutory, Within 24 hours
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;
20. Action(s) taken or orders passed by any regulatory, statutory, Within 24 hours
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;
Page 21 of 25
Para
/ Timeline for
Events
sub- disclosure
para
(g) sanctions imposed;
(h) warning or caution; or
(i) any other similar action(s) by whatever name called;
21. Voluntary revision of financial statements or the report of the Within 12 hours *
board of directors of the listed entity under section 131 of the
Companies Act, 2013.
B. Events which shall be disclosed upon application of the
guidelines for materiality referred sub-regulation (4) of
regulation (30)
1. Commencement or any postponement in the date of Within 12 hours *
commencement of commercial production or commercial
operations of any unit/division
2. Any of the following events pertaining to the listed entity: Within 12 hours *
(i) arrangements for strategic, technical, manufacturing, or
marketing tie-up; or
(ii) adoption of new line(s) of business; or
(iii) closure of operation of any unit, division, or subsidiary
(entirety or piecemeal)
3. Capacity addition or product launch. Within 12 hours *
4. Awarding, bagging/ receiving, amendment or termination of Within 24 hours
awarded/bagged orders/contracts not in the normal course of
business.
5. Agreements (viz. loan agreement(s) or any other agreement(s) Within 12 hours *
which are binding and not in normal course of business) and (for agreements
revision(s) or amendment(s) or termination(s) thereof. where listed
entity is a party);
Within 24 hours
(for agreements
where listed
entity is not a
party).
6. Disruption of operations of any one or more units or division of Within 24 hours
the listed entity due to natural calamity (earthquake, flood, fire
etc.), force majeure or events such as strikes, lockouts etc.
7. Effect(s) arising out of change in the regulatory framework Within 24 hours
applicable to the listed entity.
8. Pendency of any litigation(s) or dispute(s) or the outcome Within 24 hours
thereof which may have an impact on the listed entity.
9. Frauds or defaults by employees of the listed entity which has Within 24 hours
or may have an impact on the listed entity.
Page 22 of 25
Para
/ Timeline for
Events
sub- disclosure
para
10. Options to purchase securities including any ESOP/ESPS Within 12 hours *
Scheme.
11. Giving of guarantees or indemnity or becoming a surety, by Within 12 hours *
whatever name called, for any third party.
12. Granting, withdrawal, surrender, cancellation or suspension of Within 24 hours
key licenses or regulatory approvals.
13. Delay or default in the payment of fines, penalties, dues, etc. to Within 12 hours *
any regulatory, statutory, enforcement or judicial authority.
C. Any other information/event viz. major development that is likely Within 24 hours
to affect business, e.g. emergence of new technologies, expiry
of patents, any change of accounting policy that may have a
significant impact on the accounts, etc. and brief details thereof
and any other information which is exclusively known to the
listed entity which may be necessary to enable the holders of
securities of the listed entity to appraise its position and to avoid
the establishment of a false market in such securities.
D. Without prejudice to the generality of para (A), (B) and (C) Timeline as
above, the listed entity may make disclosures of specified by the
event/information as specified by the Board from time to time. Board.
* Note: In case the event or information emanates from a decision taken in a meeting of
board of directors, the same shall be disclosed within thirty minutes from the closure of
such meeting as against the timeline indicated in the table above.
3. The timeline for making disclosure under Regulation 30A of the LODR Regulations is
given below:
i. Future agreements (Reg. 30A(1)): the parties to the agreements 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 the agreement or signing an
agreement to enter into such agreements.
ii. Subsisting agreements (proviso to Reg. 30A(1)):
a. Timeline for the parties to the subsisting agreements to inform the listed
entity about the agreement to which such a listed entity is not a party:
July 31, 2023.
b. Timeline for the listed entity to disclose all such subsisting agreements
to the stock exchange(s) and on its website: August 14, 2023.
4. As specified in sub-regulation (4) of LODR Regulations, any continuing event or
information which becomes material pursuant to the notification of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2023 shall be disclosed by the listed entity within thirty days
from the date of coming into effect of the amendment regulations, i.e., by August 14,
2023.
Page 23 of 25
ANNEXURE III
GUIDANCE ON WHEN AN EVENT / INFORMATION CAN BE SAID TO HAVE
OCCURRED FOR DISCLOSURES UNDER REGULATION 30 OF THE LODR
REGULATIONS
1. The listed entity may be confronted with the question as to when an event/information
can be said to have occurred for making disclosures under regulation 30 read with
Schedule III of the LODR Regulations.
2. In certain instances, the answer to above question would depend upon the stage of
discussion, negotiation or approval and in other instances where there is no such
discussion, negotiation or approval required viz. in case of natural calamities, disruptions
etc., the answer to the above question would depend upon the timing when the listed
entity became aware of the event/information.
2.1. In the former, the events/information can be said to have occurred upon receipt of
approval of Board of Directors e.g. further issue of capital by rights issuance and
in certain events/information after receipt of approval of both i.e. Board of
Directors and Shareholders.
However, considering the price sensitivity involved, for certain events e.g.
decision on declaration of dividends etc., disclosure shall be made on receipt of
approval of the event by the Board of Directors, pending Shareholder’s approval.
In case in-principle approval or approval to explore (which is not final approval) is
given by the Board of Directors, the same shall not require disclosure under
regulation 30 of the LODR Regulations.
2.2. In the latter, the events/information can be said to have occurred when a listed
entity becomes aware of the events/information, or as soon as, an officer of the
entity has, or ought to have reasonably come into possession of the information
in the course of the performance of his duties.
Here, the term ‘officer’ shall have the same meaning as defined under the
Companies Act, 2013 and shall also include promoter of the listed entity.
3. Notwithstanding the above, listed entities shall confirm, deny or clarify any reported event
or information in the mainstream media in terms of regulation 30(11) of the LODR
Regulations.
Page 24 of 25
ANNEXURE IV
GUIDANCE ON THE CRITERIA FOR DETERMINATION OF MATERIALITY OF
EVENTS / INFORMATION
1. The criteria for determination of materiality of events / information is specified in
regulation 30(4) of the LODR Regulations. One of the criteria is that the omission of an
event or information, whose value or the expected impact in terms of value, exceeds the
lower of the following:
i. two percent of turnover, as per the last audited consolidated financial statements
of the listed entity;
ii. 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;
iii. 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;
2. In respect to the above, it is clarified that the average of absolute value of profit or loss
is required to be considered by disregarding the ‘sign’ (positive or negative) that denotes
such value as the said value / figure is required only for determining the threshold for
‘materiality’ of the event and not for any commercial consideration. The following
illustration is provided in this regard for clarity:
Table I: Illustration for calculation of average of absolute value of
profit or loss after tax
(Amount in Profit/loss Absolute value of Average of absolute
Rs. crore) after tax profit/loss after tax value of profit/loss
after tax for the 3 years
FY 2020-21 (20) 20
FY 2021-22 50 50 (20+50+20) / 3 = 30
FY 2022-23 (20) 20
3. Further, it is clarified that in case a listed entity does not have a track record of three
years of financials, say, in case of a demerged entity, the aforesaid average may be
taken for the period / number of years as may be available.
Page 25 of 25