CIRCULAR
SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 December 31, 2024
To,
All listed entities that have listed their specified securities
All Recognized Stock Exchanges
All Depositories
The Institute of Company Secretaries of India (ICSI)
Madam / Sir,
Sub: Implementation of recommendations of the Expert Committee for facilitating ease
of doing business for listed entities
1. The recommendations of the Expert Committee1 that was set up to inter-alia review the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR
Regulations” or “LODR”) from the point of view of facilitating ease of doing business for
listed entities were approved by the SEBI Board and amendments to the LODR
Regulations have been published in the Gazette of India on December 13, 2024 (link).
2. Consequently, this circular is being issued to give effect to certain recommendations of the
Expert Committee and carry out consequential changes to the provisions of SEBI Master
Circular dated November 11, 2024, on compliance with the LODR Regulations by listed
entities (“Master Circular”), the details of which are given in the subsequent paragraphs.
Integrated Filing
3. In order to facilitate ease of filing and compliance for listed entities, it has been decided to
introduce Integrated Filing, in terms of regulation 10(1A) of the LODR Regulations, for the
following Governance and Financial related periodic filings required under the LODR,
which shall be applicable for the filings to be done for the quarter ending 31st December
2024 and thereafter:
1 Expert Committee for facilitating ease of doing business and harmonization of the provisions of the ICDR and
LODR Regulations. The report of the Expert Committee can be accessed here.
Page 1 of 44
Sr. No. Regulation / Periodic Filing Revised Timeline Frequency
circular
Integrated Filing (Governance)
1. 13(3) Statement on redressal Within 30 days of the end of Quarterly
of investor grievances the quarter.
2. 27(2)(a) Compliance Report on Quarterly
Corporate Governance
Integrated Filing (Financial)
3. 23(9) Disclosure of Related Within 45 days of the end of Half Yearly
Party Transactions the quarter & 60 days from
(RPTs) end of the last quarter &
4. Reg. 30 r/w Quarterly disclosure of financial year. Quarterly
section V-B outstanding default on
of the Master loans / debt securities
Circular
5. 32(1) Statement of Deviation Quarterly
and Variation
6. 33(3) Financial results Quarterly
The format of quarterly Integrated Filing i.e., Integrated Filing (Governance) and Integrated
Filing (Financial) is given in Annexure 1 to this circular.
4. The timeline for quarterly Integrated Filing shall be as follows:
a. Integrated Filing (Governance): within 30 days from the end of the quarter;
b. Integrated Filing (Financial): within 45 days from the end of the quarter, other than
the last quarter, and 60 days from the end of the last quarter and the financial year.
In this regard, the first quarterly Integrated Filing i.e., Integrated Filing (Governance)
and Integrated Filing (Financial) which is applicable for the quarter ending December
31, 2024, may be filed within a period of 45 days from the end of the quarter.
5. The following material events / information shall be disclosed on a quarterly basis in the
format specified as part of the Integrated Filing (Governance):
a. Acquisition of shares or voting rights by listed entities in an unlisted company,
aggregating to 5% or any subsequent change in holding exceeding 2% in terms of
the provisions of Para A(1) of Part A of Schedule III of LODR.
b. Imposition of fine or penalty which are lower than the monetary thresholds specified
under Para A(20) of Part A of Schedule III of LODR.
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c. Updates on ongoing tax litigations or disputes in terms of the provisions of Para B(8)
of Part A of Schedule III of LODR read with the corresponding provisions of Annexure
18 of the Master Circular.
6. In terms of the provisions of Regulation 23(2) of LODR, details of ratification of RPTs are
required to be disclosed along with the half-yearly disclosures of RPTs. Accordingly, the
value of ratified RPTs shall be disclosed in the format specified for disclosure of RPTs as
part of the Integrated Filing (Financial) (refer Table D under the format for quarterly
Integrated Filing (Financial) given in Annexure 1).
Secretarial Auditor
7. Clause (a) of regulation 24A(1A) of the LODR Regulations inter-alia states that a person
shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such
person is a Peer Reviewed Company Secretary and has not incurred any of the
disqualifications as specified by the Board. Accordingly, disqualifications for appointment
or continuation of a Secretarial Auditor of the listed entity is given in Annexure 2 of this
circular.
8. Further, as per regulation 24A(1B) of the LODR, a Secretarial Auditor appointed under the
regulations shall provide to the listed entity only such other services as are approved by
the board of directors but which shall not include any services as specified by SEBI in this
behalf. Accordingly, the services that a Secretarial Auditor cannot render to the listed entity
are specified in Annexure 3 of this circular.
9. The Institute of Company Secretaries of India (ICSI) may bring the contents of this circular
to the notice of all its members, including Practising Company Secretaries (PCS).
Guidelines for disclosure of Employee Benefit Scheme related documents
10. Regulation 46(2)(za) of the LODR requires listed entities to disclose Employee Benefit
Scheme Documents, excluding commercial secrets and such other information that would
affect competitive position, framed in terms of SEBI (SBEB) Regulations, 20212. Further,
redaction of information from such documents shall be approved by the board of directors
and shall be in compliance with guidelines as may be specified by SEBI.
2 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
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11. Listed entities shall, therefore, comply with the following requirements for disclosure of
Employee Benefit Scheme Documents in terms of regulation 46(2)(za) of the LODR:
a. The scheme document shall be uploaded on the website of the listed entity after
obtaining shareholder approval as required under SEBI (SBEB) Regulations, 2021.
b. The documents uploaded on the website shall mandatorily have minimum information
to be disclosed to shareholders as per SEBI (SBEB) Regulations, 2021.
c. The rationale for redacting information from the documents and the justification as to
how such redacted information would affect competitive position or reveal commercial
secrets of the listed entity shall be placed before the board of directors for
consideration and approval.
The secretarial compliance report issued by a Peer Reviewed Company Secretary under
regulation 24A(2) of the LODR Regulations shall include a confirmation on compliance
with the aforesaid requirements by the listed entity.
Single Filing System
12. The facility of single filing by listed entities has already been put in place by BSE and NSE
w.e.f. October 1, 2024, beginning with the filing of statement on redressal of investor
grievances under regulation 13(3) of the LODR Regulations and subsequently extended
to corporate governance report under regulation 27(2), reconciliation of share capital audit
report and disclosure of voting results under regulation 44(3). Details of other filings to be
brought under the single filing system shall be communicated by Stock Exchanges from
time to time.
System driven disclosure of certain filings
13. Stock Exchanges, in consultation with SEBI, shall specify the process, procedure and
timelines for system driven disclosure of the following filing / disclosure requirements
applicable to listed entities under the LODR Regulations:
Sr. No. Regulation Filing
1. Regulation 31(1)(b) of LODR Shareholding Pattern
2. Regulation 30(6) r/w sub-para 3 New rating(s) or revision in ratings
of para A of part A of schedule
III of LODR
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Changes to the Master Circular
14. In order to give effect to certain recommendations of the Expert Committee, changes have
been carried out to the provisions of the Master Circular as detailed in Annexure 4 of this
circular. Major changes to the Master Circular include the following:
a. The formats for corporate governance report, financial results, statement of deviation,
RPT etc. have been deleted as relevant formats have been incorporated in Annexure
1 of this circular as part of the new Integrated Filing.
b. Introduction of fines for non-compliance with the timelines specified in regulation
31A(3)(a) of the LODR for reclassification of promoter / promoter group entity as
public.
c. Changes to the provisions relating to Group Governance Unit in order to bring in
clarity.
d. Annexure 18A of the Master Circular on timelines for disclosure of material events /
information shall stand substituted by Annexure 5 to this circular.
15. The Recognized Stock Exchanges and Depositories are directed to:
a. bring the contents of this circular to the notice of the all the stakeholders;
b. put in place necessary systems and infrastructure for monitoring and implementation
of this circular.
16. This Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with regulations 101 and 102 of
the LODR Regulations.
17. This Circular is available at www.sebi.gov.in under the link “Legal->Circulars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development – 2
+91-22-26449253
rajkd@sebi.gov.in
*****
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Annexure 1
FORMAT FOR QUARTERLY INTEGRATED FILING (GOVERNANCE)
A. Compliance Report on Corporate Governance to be submitted by a listed entity on a quarterly basis
1. Name of the Listed Entity:
2. Quarter ending:
I. Composition of Board of Directors
Title Name of PAN$ Category Initial Date Date of Re- Date of Tenure* Date of No. of No. of No. of No. of post of
(Mr the & DIN (Chairperson of appointment Cessation Birth directorship Independent memberships Chairperson in
. / Director /Executive/Non- Appointment in listed Directorship in Audit/ Audit/
Ms) Executive/in entities in listed Stakeholder Stakeholder
dependent/ including entities Committee(s) Committee
Nominee) & this listed including including this held in listed
entity this listed listed entity entities
entity including this
[with (Refer listed entity
reference to [with Regulation
Regulation reference to 26(1) of the (Refer
17A] proviso to LODR Regulation
regulation Regulations) 26(1) of the
17A(1)] & LODR
reg. 17A(2)] Regulations)
Whether Regular chairperson appointed
Whether Chairperson is related to managing director or CEO
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$PAN number of any director would not be displayed on the website of Stock Exchange
&Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories
separating them with hyphen
* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of
the listed entity in continuity without any cooling off period.
II. Composition of Committees
Name of Committee Whether Regular Name of Category Date of Date of
chairperson appointed Committee (Chairperson/Executive/Non- Appointment Cessation
members Executive/independent/
Nominee) &
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee (if
applicable)
4. Stakeholders Relationship Committee
&Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating
them with hyphen
III. Meeting of Board of Directors
Date(s) of Meeting in Whether Number of Number of Date(s) of Meeting in Maximum gap between any two
the relevant quarter requirement of Directors independent the previous quarter consecutive meetings (in number of days)
Quorum met* present* directors present*
Yes / No
* to be filled in only for the current quarter meetings
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IV. Meeting of Committees
Name of the Date(s) of Whether Number of Number of Date(s) of Maximum gap
Committee meeting of the requirement of Directors independent meeting of the between any two
committee in Quorum met present* directors present* committee in consecutive meetings
the relevant (details)* the previous in number of days**
quarter quarter
Yes / No
* to be filled in only for the current quarter meetings
** This information has to be mandatorily be given for audit committee and Risk Management Committee, for rest of the committees giving this information is
optional
V. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
2. The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee
b. Nomination & remuneration committee
c. Stakeholders relationship committee
d. Risk management committee (applicable to the top 1000 listed entities, voluntary for entities ranked 1001 to 2000)
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure
requirements) Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and
disclosure requirements) Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board
of Directors may be mentioned here:
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent
quarter(s) of that financial year, this information may not be given by the listed entity and instead a statement “same as previous quarter” may be given.
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B. INVESTOR GRIEVANCE REDRESSAL REPORT
Investor Grievance Redressal Report
No. of investor complaints pending at the beginning of Quarter
No. of investor complaints received during the Quarter
No. of investor complaints disposed off during the Quarter
No. of investor complaints those remaining unresolved at the end
of the Quarter
C. DISCLOSURE OF ACQUISITION OF SHARES OR VOTING RIGHTS IN UNLISTED COMPANIES
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule
III are given below:
S. Name of the unlisted Date of Aggregate holding (% % shares or voting Aggregate holding (%
No. company in which shares acquisition shares or voting rights) as rights acquired shares or voting rights)
or voting rights have at the end of the previous during the quarter as at the end of the
been acquired quarter quarter
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D. DISCLOSURE OF IMPOSITION OF FINE OR PENALTY
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
S. Name of Nature and details Date of receipt of direction or Details of the Impact on financial,
No. the of the action(s) order, including any ad-interim violation(s)/ operation or other activities
authority taken or order(s) or interim orders, or any other contravention(s) of the listed entity,
passed communication from the committed or alleged to quantifiable in monetary
authority be committed terms to the extent possible
E. DISCLOSURE OF UPDATES TO ONGOING TAX LITIGATIONS OR DISPUTES
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure
18 of the Master Circular are given below:
S. Name of the Date of initiation of the Status of the litigation / dispute as Current status of the
No. opposing party litigation / dispute per last disclosure litigation / dispute
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F. DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings i.e.,
2nd and 4th quarter)
HALF YEAR ENDING - ………………
I. Disclosure of Loans / guarantees / comfort letters / securities etc. refer note below
(A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to:
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by
them
Promoter Group or any other entity
controlled by them
Directors (including relatives) or any other
entity controlled by them
KMPs or any other entity controlled by
them
(B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other
form of debt availed by:
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during Balance outstanding at the end of
six months six months (taking into account
any invocation)
Promoter or any other entity
controlled by them
Promoter Group or any other
entity controlled by them
Directors (including
relatives) or any other entity
controlled by them
KMPs or any other entity
controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:
Page 11 of 44
Entity Type of security (cash, Aggregate value of security provided Balance outstanding at the end of six
shares etc.) during six months months
Promoter or any other entity
controlled by them
Promoter Group or any other
entity controlled by them
Directors (including relatives)
or any other entity controlled by
them
KMPs or any other entity
controlled by them
II. Affirmations:
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt)
given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their
relatives) or any entity controlled by them are in the economic interest of the company.
Name & Designation
CEO / CFO
Note
1. These disclosures shall exclude any loan (or other form of debt), guarantee / comfort letter (by whatever name called) or security provided in
connection with any loan or any other form of debt;
a) by a government company to/ for the Government or government company
b) by the listed entity to/for its subsidiary [and joint-venture company] whose accounts are consolidated with the listed entity.
c) by a banking company or an insurance company; and
d) by the listed entity to its employees or directors as a part of the service conditions
2. If the Listed Entity would like to provide any other information, the same may be indicated as Para D in the above table.
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G. AFFIRMATIONS ON COMPLIANCE REQUIREMENTS FOR AGM (applicable only for the first half-year filing i.e., 2nd
quarter)
I Affirmations
Regulation Number Compliance status
(Yes/No/NA)refer note below
Copy of the annual report including balance sheet, profit and loss account, directors report, 46(2)
corporate governance report, BRSR & BRSR core, if applicable, displayed on website
Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d)
Presence of Chairperson of the nomination and remuneration committee at the annual general 19(3)
meeting
Presence of Chairperson of the Stakeholder Relationship committee at the annual general 20(3)
meeting
Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the 24A(1)
Annual Report
Compliance with the conditions laid down for Secretarial Auditor or the person signing the 24A(1A), 24A(1B),
Secretarial Compliance Report 24A(1C)
Submission of Annual Secretarial Compliance Report 24A(2)
Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C
of Schedule V
Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in
accordance with the requirements of LODR Regulations, "Yes" may be indicated.
2 If status is “No” details of non-compliance may be given here.
3 If the Listed Entity would like to provide any other information the same may be indicated here.
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
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H. WEBSITE AFFIRMATIONS (applicable only for Annual Filing i.e., 4th quarter)
I. Disclosure on website in terms of LODR Regulations
Item Compliance status If Yes provide link to
(Yes/No/NA)refer note below website. If No / NA provide
reasons
As per regulation 46(2) of the LODR:
a) Details of business
aa) Memorandum of Association and Articles of Association
ab) Brief profile of board of directors including directorship and full-time positions in body
corporates
b) Terms and conditions of appointment of independent directors
c) Composition of various committees of board of directors
d) Code of conduct of board of directors and senior management personnel
e) Details of establishment of vigil mechanism/ Whistle Blower policy
f) Criteria of making payments to non-executive directors
g) Policy on dealing with related party transactions
h) Policy for determining ‘material’ subsidiaries
i) Details of familiarization programmes imparted to independent directors
j) email address for grievance redressal and other relevant details
k) Contact information of the designated officials of the listed entity who are responsible for
assisting and handling investor grievances
l) Financial results
m) Shareholding pattern
n) Details of agreements entered into with the media companies and/or their associates
o) (i) Schedule of analyst or institutional investor meet
(ii) Presentations prepared by the listed entity for analysts or institutional investors meet,
post earnings or quarterly calls prior to beginning of such events.
oa) Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls,
by whatever name called, conducted physically or through digital means
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p) New name and the old name of the listed entity
q) Advertisements as per regulation 47(1)
r) Credit rating or revision in credit rating obtained
s) Separate audited financial statements of each subsidiary of the listed entity in respect of a
relevant financial year
t) Secretarial Compliance Report
u) Materiality Policy as per Regulation 30(4)
v) Disclosure of contact details of KMP who are authorized for the purpose of determining
materiality as required under regulation 30(5)
w) Disclosures under regulation 30(8)
x) Statements of deviation(s) or variations(s) as specified in regulation 32
y) Dividend distribution policy as specified in regulation 43A(1)
z) Annual return as provided under section 92 of the Companies Act, 2013
za) Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021
 Confirmation that the above disclosures are in a separate section as specified in
regulation 46(2)
 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website
and timely updation
I. AFFIRMATIONS W.R.T. COMPLIANCE WITH CORPORATE GOVERNANCE PROVISIONS (applicable only for Annual Filing i.e.,
4th quarter)
II Annual Affirmations
Particulars Regulation Number Compliance status
(Yes/No/NA)refer note below
Independent director(s) have been appointed in terms of specified 16(1)(b)
criteria of
‘independence’ and/or ‘eligibility’
Board composition 17(1), 17(1A), 17(1C), 17(1D) &
17(1E)
Meeting of Board of directors 17(2)
Quorum of Board meeting 17(2A)
Review of Compliance Reports 17(3)
Plans for orderly succession for Appointments 17(4)
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Code of Conduct 17(5)
Fees/compensation 17(6)
Minimum Information 17(7)
Compliance Certificate 17(8)
Risk Assessment & Management 17(9)
Performance Evaluation of Independent Directors 17(10)
Recommendation of Board 17(11)
Maximum number of directorships 17A
Composition of Audit Committee 18(1)
Meeting of Audit Committee 18(2)
Role of Audit Committee and information to be reviewed by the audit 18(3)
committee
Composition of nomination & remuneration committee 19(1) & (2)
Quorum of Nomination and Remuneration Committee meeting 19(2A)
Meeting of nomination & remuneration committee 19(3A)
Role of Nomination and Remuneration Committee 19(4)
Composition of Stakeholder Relationship Committee 20(1), 20(2)and 20(2A)
Meeting of stakeholder relationship committee 20 (3A)
Role of Stakeholders Relationship Committee 20(4)
Composition and role of risk management committee 21(1),(2),(3),(4)
Meeting of Risk Management Committee 21(3A)
Quorum of Risk Management Committee meeting 21(3B)
Gap between the meetings of the Risk Management Committee 21(3C)
Vigil Mechanism 22
Policy for related party Transaction 23(1), (1A), (5) ,(6),& (8)
Prior or Omnibus approval of Audit Committee for all related party 23(2), (3)
transactions
Approval for material related party transactions 23(4)
Disclosure of related party transactions on consolidated basis 23(9)
Composition of Board of Directors of unlisted material Subsidiary 24(1)
Other Corporate Governance requirements with respect to subsidiary of 24(2),(3),(4),(5) & (6)
listed entity
Alternate Director to Independent Director 25(1)
Maximum Tenure 25(2)
Appointment, Re-appointment or removal of an Independent Director 25(2A)
through special resolution or the alternate mechanism
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Meeting of independent directors 25(3) & (4)
Familiarization of independent directors 25(7)
Declaration from Independent Director 25(8) & (9)
Directors and Officers insurance 25(10)
Confirmation with respect to appointment of Independent Directors who 25(11)
resigned from the listed entity
Memberships in Committees 26(1)
Affirmation with compliance to code of conduct from members of Board 26(3)
of Directors and Senior management Personnel
Policy with respect to Obligations of directors and senior management 26(2) & 26(5)
Approval of the Board and shareholders for compensation or profit 26(6)
sharing in connection with dealings in the securities of the listed entity.
Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3)
Note
1. In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in
accordance with the requirements of LODR Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions,
the words “N.A.” may be indicated.
2. If status is “No” details of non-compliance may be given here.
3. If the Listed Entity would like to provide any other information the same may be indicated here.
III Affirmations:
The Listed Entity has approved the Material Subsidiary Policy and the Corporate Governance requirements with respect to the subsidiary of Listed Entity
have been complied.
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
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FORMAT FOR QUARTERLY INTEGRATED FILING (FINANCIAL)
A. FINANCIAL RESULTS
Formats for unaudited / audited quarterly financial results i.e., Statement of Profit and Loss and the unaudited / audited half-yearly balance sheet
to be submitted by listed entities shall be as per the formats for balance sheet and statement of profit and loss (excluding notes and detailed sub-
classification) as prescribed in Schedule III to the Companies Act, 2013, as amended from time to time. Listed banking and insurance companies
shall follow the formats as prescribed under the respective Acts / Regulations and / or as specified by the sectoral regulators. While publishing
the quarterly financial results, listed entities shall also publish the figures relating to the periods as mentioned in para 5 of section III-A of SEBI
Master Circular dated November 11, 2024.
B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PUBLIC ISSUE, RIGHTS ISSUE, PREFERENTIAL ISSUE,
QUALIFIED INSTITUTIONS PLACEMENT ETC.
Statement on deviation / variation in utilisation of funds raised
Name of listed entity
Mode of Fund Raising Public Issues / Rights
Issues / Preferential
Issues / QIP / Others
Date of Raising Funds
Amount Raised
Report filed for Quarter ended
Monitoring Agency applicable / not
applicable
Monitoring Agency Name, if applicable
Is there a Deviation / Variation in use of funds Yes / No
raised
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If yes, whether the same is pursuant to change
in terms of a contract or objects, which was
approved by the shareholders
If Yes, Date of shareholder Approval
Explanation for the Deviation / Variation
Comments of the Audit Committee after review
Comments of the auditors, if any
Objects for which funds have been raised and
where there has been a deviation, in the
following table
Original Object Modified Object, if any Original Modified Funds Amount of Remarks if
Allocation allocation, Utilised Deviation/Variation any
if any for the quarter
according to
applicable object
Deviation or variation could mean:
(a) Deviation in the objects or purposes for which the funds have been raised or
(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or
(c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc.
Name of Signatory
Designation
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C. FORMAT FOR DISCLOSING OUTSTANDING DEFAULT ON LOANS AND DEBT SECURITIES
S. No. Particulars in INR crore
1. Loans / revolving facilities like cash credit from banks / financial institutions
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on date
2. Unlisted debt securities i.e. NCDs and NCRPS
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on date
3. Total financial indebtedness of the listed entity including short-term
and long-term debt
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D. FORMAT FOR DISCLOSURE OF RELATED PARTY TRANSACTIONS (applicable only for half-yearly filings i.e., 2nd and
4th quarter)
Additional disclosure of related party transactions - applicable only in case the
related party transaction relates to loans, inter-corporate deposits, advances
or investments made or given by the listed entity/subsidiary. These details
need to be disclosed only once, during the reporting period when such
transaction was undertaken.
Value of
the related
Value of
party Value of
Details of the Type of the related
transaction transaction In case monies
party (listed related party In case any financial
as during the are due to
entity party transaction indebtedness is incurred
approved reporting either party as Details of the loans, inter-corporate deposits,
/subsidiary) Details of the counterparty transaction ratified by to make or give loans,
by the period a result of the advances or investments
entering into (see Note the audit inter-corporate deposits,
audit (see Note transaction
the 5) committee advances or investments
committee 6c) (see Note 1)
transaction (see Note
(see Note
6b)
6a)
S.
No Purpose
for
which
Nature the
Relationship
Nature of Cost (loan/ funds
of the
indebtedness advance/ will be
Name PAN Name PAN
counterparty Opening Closing
(loan/ issuance (see Tenure inter-
Interest
Tenure
Secured/
utilised
with the listed balance balance Rate (%) unsecured
of debt/ any Note corporate by the
entity or its
other etc.) 7) deposit/ ultimate
subsidiary
investment recipient
of funds
(end-
usage)
Tota
l (of
Note
6b)
Page 21 of 44
Notes:
1. The details in this format are required to be provided for all transactions undertaken during the reporting period. However, opening and closing
balances, including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the
reporting period.
2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries),
it may be reported once.
3. Listed banks shall not be required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits,
advances or investments made or given by the listed banks.
4. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended
March 31. Companies with financial years ending in other months, the six months period shall apply accordingly.
5. Each type of related party transaction (for e.g. sale of goods/services, purchase of goods/services or whether it involves a loan, inter-corporate deposit,
advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type.
However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with
the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no
netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately,
without any netting off.
6. In case of a multi-year related party transaction:
a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column “Value of the
related party transaction as approved by the audit committee”.
b. The value of the related party transaction ratified by the audit committee shall be disclosed in the column “Value of the related party
transaction ratified by the audit committee”.
c. The value of the related party transaction undertaken in the reporting period shall be reported in the column “Value of related party
transaction during the reporting period”.
7. "Cost" refers to the cost of borrowed funds for the listed entity.
Page 22 of 44
8. PAN will not be displayed on the website of the Stock Exchange(s).
9. Transactions such as acceptance of fixed deposits by banks/NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all
shareholders/ public shall also be reported.
E. STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION) SUBMITTED ALONG-
WITH ANNUAL AUDITED FINANCIAL RESULTS (Standalone and Consolidated separately) (applicable only for Annual Filing
i.e., 4th quarter)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, ........
(See regulation 33 of the SEBI (LODR) Regulations, 2015)
Audited Figures Adjusted Figures
I. (as reported before (audited figures after
Sl. adjusting for qualifications) adjusting for
Particulars
qualifications)
No.
1. Turnover / Total income - -
2. Total Expenditure - -
3. Net Profit/(Loss) - -
4. Earnings Per Share - -
5. Total Assets - -
Page 23 of 44
6. Total Liabilities - -
7. Net Worth - -
8. Any other financial item(s) (as felt appropriate by the - -
management)
II. Audit Qualification (each audit qualification separately):
a. Details of Audit Qualification:
b. Type of Audit Qualification: Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views:
e. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reasons for the same:
(iii) Auditors' Comments on (i) or (ii) above:
III. Signatories:
• CEO/Managing Director
• CFO
• Audit Committee Chairman
• Statutory Auditor
Place:
Date:
*****
Page 24 of 44
Annexure 2
DISQUALIFICATIONS FOR A SECRETARIAL AUDITOR
1. For the purpose of Regulation 24A(1A) of the LODR Regulations, the following persons
shall not be eligible to be appointed / continue as a Secretarial Auditor of the listed entity,
namely: —
a) a body corporate other than a limited liability partnership registered under the
Limited Liability Partnership Act, 2008;
b) an officer or employee of the listed entity;
c) a person who is a partner, or who is in the employment, of an officer or employee
of the listed entity;
d) a person who, or his relative or partner—
i. is holding security of or interest in the listed entity or its subsidiary, or of its
holding or associate entity or a subsidiary of such holding entity to which
the listed entity is also a subsidiary, of face value exceeding one lakh
rupees;
ii. is indebted to the listed entity, or its subsidiary, or its holding or associate
entity or a subsidiary of such holding entity to which the listed entity is also
a subsidiary, in excess of five lakh rupees; or
iii. has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, or its subsidiary, or its
holding or associate entity or a subsidiary of such holding entity to which
the listed entity is also a subsidiary, in excess of one lakh rupees;
e) a person or a firm who, whether directly or indirectly, has business relationship with
the listed entity, or its subsidiary, or its holding or associate entity or subsidiary of
such holding entity;
Explanation I — For the purposes of this clause, the term “business relationship”
shall be construed as any transaction entered into for a commercial purpose,
except -
i. commercial transactions which are in the nature of professional services
permitted to be rendered by a secretarial auditor or secretarial audit firm
under the Companies Act, 2013, Securities and Exchange Board of India Act,
1992, Companies Secretaries Act, 1980, and the rules or the regulations
made under those Acts;
ii. commercial transactions which are in the ordinary course of business of the
company at arm’s length price - like sale of products or services to the
secretarial auditor, as customer, in the ordinary course of business, by
companies engaged in the business of telecommunications, airlines,
hospitals, hotels and such other similar businesses.
Explanation II — For the purpose of this clause, the term “directly or indirectly” shall
mean, —
i. in case of an individual, either himself or through his relative or any other
person connected or associated with such individual or through any other
entity, whatsoever, in which such individual has significant influence or
control, or whose name or trade mark or brand is used by such individual;
Page 25 of 44
ii. in case of a firm, either itself or through any of its partners or through its
parent, subsidiary or associate entity or through any other entity,
whatsoever, in which the firm or any partner of the firm has significant
influence or control, or whose name or trade mark or brand is used by the
firm or any of its partners.
f) a person whose relative is a director or is in the employment of the listed entity as
a director or key managerial personnel;
g) a person who is in full time employment elsewhere or a person or a partner of a
firm holding appointment as its secretarial auditor, if such persons or partner is at
the date of such appointment or reappointment holding appointment as secretarial
auditor of 15 or more than 15 companies;
h) a person who has been convicted by a court of an offence involving fraud and a
period of ten years has not elapsed from the date of such conviction;
i) a person who, directly or indirectly, renders any service prohibited under sub-
regulation (1B) of regulation 24A to the listed entity or its holding or its subsidiary
entities.
*****
Page 26 of 44
Annexure 3
SERVICES NOT TO BE RENDERED BY THE SECRETARIAL AUDITOR
1. For the purpose of Regulation 24A(1B) of the LODR Regulations, a secretarial auditor
appointed under the LODR regulations, shall not provide any of the following services
(whether such services are rendered directly or indirectly) to the listed entity, or its holding
entity or subsidiary entity, namely:
i. internal audit;
ii. design and implementation of any compliance management system,
information system, policy framework, systems or processes for
compliance;
iii. investment advisory services;
iv. investment banking services;
v. rendering of outsourced compliance management, record keeping &
maintenance services;
vi. management services; and
vii. any other kind of services as may be specified from time to time.
Explanation:- The term “directly or indirectly” shall include rendering of services by the
secretarial auditor, —
iii. in case of secretarial auditor being an individual, either himself or through
his relative or any other person connected or associated with such
individual or through any other entity, whatsoever, in which such individual
has significant influence or control, or whose name or trade mark or brand
is used by such individual;
iv. in case of secretarial auditor being a firm, either itself or through any of its
partners or through its parent, subsidiary or associate entity or through any
other entity, whatsoever, in which the firm or any partner of the firm has
significant influence or control, or whose name or trade mark or brand is
used by the firm or any of its partners.
*****
Page 27 of 44
Annexure 4
CHANGES TO SEBI MASTER CIRCULAR DATED NOVEMBER 11, 2024
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
Changes pursuant to implementation of Integrated Filing
Chapter II, Section 1. The applicability of the corporate To be omitted as it will [***]
II-B and Annexures governance provisions of the LODR become part of Integrated
3, 4, 5 and 6 Regulations i.e., regulations 17 to 27 Filing (Governance).
and certain provisions of regulation 46 Therefore, Section II-B
and Schedule V, is specified in along with Annexures 3-6 to
regulation 15(2) of the LODR be omitted.
Regulations.
2. In terms of regulation 27(2) of LODR
Regulations, the listed entity is
required to submit a quarterly
compliance report on corporate
governance in the format specified by
the Board from time to time, to
recognised Stock Exchange(s).
3. Accordingly, the submission of
compliance report on Corporate
Governance shall be as under:
a) Annexure 3 – on quarterly basis
b) Annexure 4 – at the end of the
financial year
c) Annexure 5 – at the end of 6 months
from the close of financial year
Page 28 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
d) Annexure 6 – on a half yearly basis.
4. Listed entities shall submit the
compliance report on corporate
governance as per the formats
specified above. In case of non-
applicability of the corporate
governance provisions, the listed
entity shall submit a declaration to that
effect, duly signed by the compliance
officer or the chief executive officer
accompanied by a certificate from a
PCA or a PCS, to the Stock
Exchange(s), at the beginning of
every financial year.
Chapter III, Section 3. Therefore, the formats for unaudited / The formats shall be as 3. Therefore, listed entities shall follow the formats
III-A, Para 3 audited quarterly financial results i.e., specified in Integrated Filing specified in Integrated Filing (Financial).
Statement of Profit and Loss and the (Financial).
unaudited / audited half-yearly balance
sheet to be submitted by listed entities
shall be as per the formats for balance
sheet and statement of profit and loss
(excluding notes and detailed sub-
classification) as prescribed in Schedule
III to the Companies Act, 2013, as
amended from time to time. Listed
banking and insurance companies shall
follow the formats as prescribed under
the respective Acts / Regulations and
Page 29 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
/ or as specified by the sectoral
regulators.
Chapter III, Section 8. The financial results published in the Reference to the regulations 8. The detailed financial results published in the
III-A, Para 8 newspapers in terms of regulation to be updated based on the newspapers in terms of regulation 47(1) of the
47(1)(b) of the LODR Regulations shall be recent amendments. LODR Regulations shall be in the format as
in the format as specified in Annexure 9 to specified in Annexure 9 to this circular. The banking
this circular. The banking and insurance and insurance companies may include additional
companies may include additional disclosures, if any, specified by the sectoral
disclosures, if any, specified by the regulators.
sectoral regulators.
Chapter III, Section 18. Therefore, every listed entity shall Reference to be given to the 18. Therefore, every listed entity shall submit the
III-A, Para 18 and submit the Statement on Impact of Audit format specified in Statement on Impact of Audit Qualifications, for
Annexure 12 Qualifications, for audit report with Integrated Filing (Financial). audit report with modified opinion, in the format
modified opinion, in the format specified at Annexure 12 to be omitted. specified in Integrated Filing (Financial). The
Annexure 12 to this circular. The management of the listed entity shall have the option
management of the listed entity shall have to explain its views on the audit qualifications. The
the option to explain its views on the audit recognized stock exchange(s) shall review the
qualifications. The recognized stock aforesaid statement in terms of regulation 95 of the
exchange(s) shall review the aforesaid LODR Regulations and monitor it as part of its
statement in terms of regulation 95 of the regular monitoring as specified in regulation 97 of
LODR Regulations and monitor it as part the LODR Regulations.
of its regular monitoring as specified in
regulation 97 of the LODR Regulations.
Chapter III, Section 2. Accordingly, listed entities shall make Reference to be given to the 2. Accordingly, listed entities shall make RPT
III-B, para 2 and RPT disclosures in the format specified in format specified in disclosures in the format specified in Integrated
Annexure 13 Annexure 13 to this circular. Integrated Filing (Financial). Filing (Financial).
Annexure 13 to be omitted.
Page 30 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
Chapter III, Section 2. A common format for such reporting will Reference to be given to the 2. A common format for such reporting will aid the
III-C, para 2, 3 & 4 aid the monitoring of the end use of issue format specified in monitoring of the end use of issue proceeds raised
and Annexure 14 proceeds raised by listed entities through Integrated Filing (Financial). by listed entities through public issue, rights issue,
public issue, rights issue, preferential Annexure 14 to be omitted. preferential issue, QIP etc. by Stock Exchanges.
issue, QIP etc. by Stock Exchanges. Hence, for the purpose of compliance with
Hence, for the purpose of compliance with regulations 32(1), 32(2) and 32(3) of the LODR
regulations 32(1), 32(2) and 32(3) of the Regulations, listed entities shall follow the format
LODR Regulations, listed entities shall specified in Integrated Filing (Financial).
follow the format specified at Annexure 14
to this circular.
3. The salient features of the format are 3. The salient features of the format are as under:
as under:
3.1) Applicability: The format shall be applicable for
3.1) Applicability: The format shall be funds raised by listed entities through public issue,
applicable for funds raised by listed rights issue, preferential issue, QIPs etc.
entities through public issue, rights issue,
preferential issue, QIPs etc. 3.2) Frequency of Disclosure: The disclosure to the
Stock Exchange(s) shall be made by listed entities
3.2) Frequency of Disclosure: The Timeline to be omitted. The on quarterly as part of the Integrated Filing
disclosure to the Stock Exchange(s) shall timeline for Integrated Filing (Financial) until such funds are fully utilised or the
be made by listed entities on quarterly (Financial) would be purpose for which these proceeds were raised has
basis along with the declaration of applicable. been achieved.
financial results (within 45 days of end of
each quarter / 60 days from the end of the 3.3) Role of the Audit Committee: The statement of
last quarter of the financial year) until such deviation report shall be placed before audit
funds are fully utilised or the purpose for committee of the listed entity for review on quarterly
which these proceeds were raised has basis and after such review, the comments of audit
been achieved. committee along with the report shall be
….
Page 31 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
disclosed/submitted to the stock exchange, as part
of the format.
In cases where the listed entity is not required to
have an audit committee under the provisions of
LODR Regulations or the Companies Act, 2013, the
word ‘Audit Committee’ shall be replaced with ‘Board
of Directors’.
4. A NIL report shall be submitted by listed To be omitted. [***]
entities that do not have any deviation or
variation in the funds raised.
Chapter V, Section 5.2 Disclosures specified in the table The format for quarterly 5.2 Disclosures specified in the table below shall be
V-B, Para 5.2 below shall be made by listed entities, if disclosure of outstanding made by listed entities, if on the last date of any
on the last date of any quarter: default on loans / debt quarter:
a. Any loan including revolving securities has been made a. Any loan including revolving facilities like
facilities like cash credit from part of the Integrated Filing cash credit from banks / financial institutions
banks / financial institutions where (Financial). Therefore, the where the default continues beyond 30 days
the default continues beyond 30 existing timeline mentioned or
days or in the circular to be omitted. b. There is any outstanding debt security under
b. There is any outstanding debt default.
security under default.
….. S. Particulars in INR
N crore
The above disclosure shall be made o.
within 7 days from the end of each 1. Loans / revolving facilities like cash credit
quarter.
from banks / financial institutions
A Total amount outstanding as on date
Page 32 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
B Of the total amount outstanding, amount
of default as on date
2. Unlisted debt securities i.e. NCDs and NCRPS
A Total amount outstanding as on date
B Of the total amount outstanding, amount
of default as on date
3. Total financial indebtedness of the
listed entity including short-term and
long-term debt
The above disclosure shall be part of the quarterly
Integrated Filing (Financial) of the listed entity.
Changes required for implementation of System driven disclosure of certain filings
Chapter II, Section 6. All listed entities shall also disclose The provision needs to be 6. All listed entities shall also ensure disclosure of
II-A para 6 of the details pertaining to foreign ownership modified to take into account details pertaining to foreign ownership limits
Master Circular. limits indicating the board approved system driven disclosure of indicating the board approved limits and
limits and utilization in the format shareholding pattern. utilization in the format prescribed in Table VI of
prescribed in Table VI of Annexure 2 Annexure 2 to this circular.
to this circular.
Chapter II, Section 8.3 The Depositories shall provide the Under system driven 8.3 The Depositories shall provide the shareholding
II-A para 8.3 of the shareholding data to listed entities in the disclosure, data needs to be data to listed entities and / or Stock Exchanges in
Master Circular. requisite categorization as specified in made available by the requisite categorization as specified in this
this Section. depositories to Stock Section.
Exchanges also as
dissemination would happen
at the Stock Exchanges’ end
after obtaining necessary
Page 33 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
confirmations from the listed
entity.
Chapter II, Section 9. Listed entities shall disclose the The provision needs to be 9. Listed entities shall ensure disclosure of the
II-A para 9 of the shareholding pattern in the formats modified to take into account shareholding pattern in the formats specified above
Master Circular. specified above for the purpose of system driven disclosure of for the purpose of compliance with regulation
compliance with regulation 31(1)of the shareholding pattern. 31(1)of the LODR Regulations.
LODR Regulations.
Changes pursuant to other recommendations of the Expert Committee
Chapter VII, Regulation 31A(3)(a) Rs. 5,000 Fines to be imposed for non- Regulation 31A(3)(a)(ii) / Rs. 5,000
Section VII-A, para per day compliance with the (iii) / (v) / (vii) per day
6.1, sl. No. 19 of the Non-compliance timelines specified for
Master Circular pertaining to delay in various events relating to
Non-compliance with the
reclassification of promoter /
submission of
requirements for
promoter group into public.
reclassification
reclassification of
application to stock
promoter / promoter
exchanges
group entity
Chapter VI, section 2.1 Group Governance Unit: Bringing in clarity on the 2.1 Group Governance Unit:
VI-H, para 2.1 of provisions relating to
the Master Circular. composition of Group
2.1.1 Where the listed entity has a 2.1.1 Where the listed entity has a large number
Governance Unit as
large number of unlisted subsidiaries: of unlisted subsidiaries:
suggested by the Expert
i. The listed entity may monitor i. The listed entity may monitor their
Committee.
their governance through a governance through a dedicated group
dedicated group governance
Page 34 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
unit or Governance Committee governance unit or Governance
comprising the members of its Committee.
board of directors. ii. A strong and effective group governance
ii. A strong and effective group policy may be established by the entity.
governance policy may be iii. [***]
established by the entity.
iii. The decision of setting up of
such a unit/committee or
having such a policy shall lie
with the board of directors of
the listed entity.
Annexure 18, Para - In case of ‘to be 1.1.A. Acquisition of ‘to be incorporated’
A, sub-para 1 of the incorporated’ companies, companies:
Master Circular. the relevant details to be (i) name of the entity, date & country of
provided at the time of incorporation, etc.;
acquisition of such (ii) name of holding company of the incorporated
companies to be separately company and relation with the listed entity;
specified after point 1.1 (iii) industry to which the entity being incorporated
under sub-para 1 of Para A belongs;
of Annexure 18 of the Master (iv) brief background about the entity incorporated
Circular. in terms of products / line of business;
(v) brief details of any governmental or regulatory
approvals required for the incorporation;
(vi) nature of consideration - whether cash
consideration or share swap and details of the
same;
(vii) cost of subscription / price at which the shares
are subscribed;
Page 35 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
(viii) percentage of shareholding / control by the
listed entity and / or number of shares allotted.
Annexure 18, Para 8. Pendency of any litigation(s) or The manner of disclosure of 8. Pendency of any litigation(s) or dispute(s) or
B, sub-para 8 of the dispute(s) or the outcome thereof tax litigation or dispute the outcome thereof which may have an impact
Master Circular. which may have an impact on the listed based on application of on the listed entity: The listed entity shall notify the
entity: The listed entity shall notify the materiality criteria to be stock exchange(s) upon it or its director or its key
stock exchange(s) upon it or its director or specified under sub-para 8 management personnel or its senior management or
its key management personnel or its of Para B of Annexure 18 of its promoter or its subsidiary becoming party to any
senior management or its promoter or its the Master Circular. litigation, assessment, adjudication, arbitration or
subsidiary becoming party to any dispute in conciliation proceedings or upon
litigation, assessment, adjudication, institution of any litigation, assessment,
arbitration or dispute in conciliation adjudication, arbitration or dispute including any ad-
proceedings or upon institution of any interim or interim orders passed against or in favour
litigation, assessment, adjudication, of the listed entity, the outcome of which can
arbitration or dispute including any ad- reasonably be expected to have an impact. In case
interim or interim orders passed against the amount involved in ongoing litigations or
or in favour of the listed entity, the disputes become material on a cumulative basis,
outcome of which can reasonably be then the same shall also be required to be disclosed
expected to have an impact. In case the to the stock exchange(s).
amount involved in ongoing litigations or
disputes with an opposing party become Explanation - Tax litigations or disputes, including
material on a cumulative basis, then the demand notices, penalties, etc., shall be disclosed
same shall also be required to be under sub-para 8 of Para B based on application of
disclosed to the stock exchange(s). criteria for materiality in the following manner:
(i) Disclosure of new tax litigations or disputes
within twenty-four hours from the receipt of
notice by the listed entity.
(ii) Quarterly updates on ongoing tax litigations or
disputes in the format as may be specified.
Page 36 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular
number and para existing provision
number of the
Master Circular
(iii) Tax litigations or disputes, the outcomes of
which are likely to have a high correlation,
should be cumulated for determining materiality.
Annexure 18A of TIMELINE FOR DISCLOSING EVENTS Annexure 18A of the Master Please refer Annexure 5 of this circular on ‘Timeline
the Master Circular. GIVEN IN PART A OF SCHEDULE III OF Circular on timelines for for disclosing events given in Part A of Schedule III
THE LODR REGULATIONS disclosure of material events of the LODR Regulations.’
or information is being
….. modified in line with the
amendments to the LODR
Regulations and changes to
Annexure 18 of the Master
Circular. Annexure 18A of
the Master Circular to be
substituted by Annexure 5 to
this circular.
******
Page 37 of 44
Annexure 5
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; however,
in case the meeting of the board of directors closes after normal trading hours
of that day but more than three hours before the beginning of the normal
trading hours of the next trading day, the listed entity shall disclose the decision
pertaining to the event or information, within three hours from the closure of
the board meeting;
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
/
Events Timeline for disclosure
sub-
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), Within 12 hours *
Scheme of Arrangement (amalgamation/ merger/
demerger/restructuring), sale or disposal of any Acquisition of shares or
unit(s), division(s), whole or substantially the whole of voting rights by listed
the undertaking(s) or subsidiary of the listed entity, entities in an unlisted
sale of stake in the associate company of the listed company, aggregating to
entity or any other restructuring. 5% or any subsequent
change in holding
exceeding 2%, shall be
Page 38 of 44
Para
/
Events Timeline for disclosure
sub-
para
disclosed quarterly as part
of Integrated Filing
(Governance).
2. Issuance or forfeiture of securities, split or Within 12 hours *
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.
3. New Ratings(s) or Revision in Rating(s). Within 24 hours
4. Outcome of Meetings of the board of directors As specified in clause (i) of
Regulation 30(6) of LODR.
5. Agreements (viz. shareholder agreement(s), joint Within 12 hours * (for
venture agreement(s), family settlement agreements where listed
agreement(s) (to the extent that it impacts entity is a party);
management and control of the listed entity),
agreement(s)/treaty(ies)/contract(s) with media Within 24 hours
companies) which are binding and not in normal (for agreements where
course of business, revision(s) or amendment(s) and listed entity is not a party).
termination(s) thereof.
5A. Agreements entered into by the shareholders, Within 12 hours * (for
promoters, promoter group entities, related parties, agreements where listed
directors, key managerial personnel, employees of entity is a party);
the listed entity or of its holding, subsidiary or
associate company, among themselves or with the Within 24 hours
listed entity or with a third party, solely or jointly, (for agreements where
which, either directly or indirectly or potentially or listed entity is not a party).
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.
Page 39 of 44
Para
/
Events Timeline for disclosure
sub-
para
6. Fraud or defaults by a listed entity, its promoter, Within 24 hours
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.
7. Change in directors, key managerial personnel Within 12 hours * (except
(Managing Director, Chief Executive Officer, Chief in case resignation);
Financial Officer, Company Secretary etc.), senior
management, Auditor and Compliance Officer. Within 24 hours (in case of
resignation)
7A. In case of resignation of the auditor of the listed entity, Timeline as specified in
detailed reasons for resignation of auditor, as given by sub-para 7A of Para A of
the said auditor. Schedule III.
7B. Resignation of independent director including reasons Timeline as specified in
for resignation. sub-para 7B of Para A of
Schedule III.
7C. Letter of resignation along with detailed reasons for Timeline as specified in
the resignation as given by the key managerial sub-para 7C of Para A of
personnel, senior management, Compliance Officer Schedule III.
or director.
7D. In case the Managing Director or Chief Executive Within 12 hours *
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).
8. Appointment or discontinuation of share transfer Within 12 hours *
agent.
9. Resolution plan/ Restructuring in relation to Within 24 hours
loans/borrowings 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 Within 12 hours *
circulars sent 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 Within 12 hours *
meetings of the listed entity.
14. Amendments to memorandum and articles of Within 12 hours *
association of listed entity, in brief.
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Para
/
Events Timeline for disclosure
sub-
para
15. (a) Schedule of analysts or institutional investors Timeline as specified in
meet and presentations made by the listed entity sub-para 15 of Para A of
to analysts or institutional investors. Schedule III.
(b) Audio or video recordings and transcripts of post
earnings/quarterly calls, by whatever name
called, conducted physically or through digital
means.
16. Events in relation to the corporate insolvency Within 24 hours
resolution process (CIRP) of a listed corporate debtor
under the Insolvency Code.
17. Initiation of Forensic audit: In case of initiation of Within 12 hours *
forensic audit, (by whatever name called), the (if initiated by the listed
following disclosures shall be made to the stock entity);
exchanges by listed entities:
(a) The fact of initiation of forensic audit along-with Within 24 hours
name of entity initiating the audit and reasons (if initiated by external
for the same, if available; agency).
(b) Final forensic audit report (other than for
forensic audit initiated by regulatory /
enforcement agencies) on receipt by the listed
entity along with comments of the
management, if any.
18. Announcement or communication through social Within 24 hours
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.
19. Action(s) initiated or orders passed by any regulatory, Within 24 hours
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;
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Para
/
Events Timeline for disclosure
sub-
para
20. Action(s) taken or orders passed by any regulatory, Within 24 hours
statutory, enforcement authority or judicial body
against the listed entity or its directors, key managerial Imposition of fine or penalty
personnel, senior management, promoter or which are lower than the
subsidiary, in relation to the listed entity, in respect of monetary thresholds
the following: specified under Para A(20)
(a) suspension; of Part A of Schedule III of
(b) Imposition of fine or penalty; LODR shall be disclosed
(c) settlement of proceedings; quarterly as part of
(d) debarment; Integrated Filing
(e) disqualification; (Governance).
(f) closure of operations;
(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 Within 12 hours *
of the 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 Within 12 hours *
entity:
(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 Within 24 hours
termination of awarded/bagged orders/contracts not
in the normal course of business.
5. Agreements (viz. loan agreement(s) or any other Within 12 hours * (for
agreement(s) which are binding and not in normal agreements where listed
course of business) and revision(s) or amendment(s) entity is a party);
or termination(s) thereof.
Within 24 hours
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Para
/
Events Timeline for disclosure
sub-
para
(for agreements where
listed entity is not a party).
6. Disruption of operations of any one or more units or Within 24 hours
division of 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 Within 24 hours
framework applicable to the listed entity.
8. Pendency of any litigation(s) or dispute(s) or the Within 24 hours (except as
outcome thereof which may have an impact on the provided under Regulation
listed entity. 30(6) of LODR)
Updates on ongoing tax
litigations or disputes shall
be disclosed quarterly as
part of Integrated Filing
(Governance).
9. Frauds or defaults by employees of the listed entity Within 24 hours
which has or may have an impact on the listed entity.
10. Options to purchase securities including any Within 12 hours *
ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a Within 12 hours *
surety, by whatever name called, for any third party.
12. Granting, withdrawal, surrender, cancellation or Within 24 hours
suspension of key licenses or regulatory approvals.
13. Delay or default in the payment of fines, penalties, Within 12 hours *
dues, etc. to any regulatory, statutory, enforcement or
judicial authority.
C. Any other information/event viz. major development Within 24 hours
that is likely 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 Timeline as specified by
(C) above, the listed entity may make disclosures of the Board.
event/information as specified by the Board from time
to time.
Page 43 of 44
* 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 30 minutes or 3 hours, as applicable
as per Regulation 30(6), 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:
 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.
*****
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