The Securities and Exchange Board of India (“SEBI”) has notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 (“Regulation, 2024”) to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulation, 2015). The Regulation, 2024 became effective as of May 17th, 2024. However, the amendments in Regulations 3, 17, 21(5), 25, 30, 34, 43A and 44 of Regulation, 2015 will come into force with effect from December 31st, 2024

Key Highlights of the Regulation,2024 :

1. The applicability of the provisions of these regulations to a listed entity on the basis of market capitalization has been revised. The listed entity must put in place systems and processes for the disclosure of Business Responsibility and Sustainability Report and/or assurance within on or before April 1 or from the beginning of the immediate next financial year, whichever is later. [Regulation 3]
2. The provisions of Regulation, 2015 once applicable to a listed entity based on market capitalization criteria, shall continue to apply unless the entity’s ranking changes and remains outside the applicable threshold for three consecutive years. [Regulation 3]
3. The applicability of Regulation 15 and 16 to 27 (Obligations of Listed Entity which has listed its Specified Securities and Non-Convertible Debt Securities) of Regulation, 2015 to a listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rupees Five Hundred Crore and above, has now been extended to 31st March 2025 which earlier was 31st March 2024 and accordingly the entity must endeavor to comply with the provisions and achieve full compliance by March 31, 2025. In case of non-compliance the entity till such time, the entity shall explain the reasons for such non-compliance/ partial compliance and the steps initiated to achieve full compliance in the quarterly compliance report. [Regulation 15]
4. Where the listed entity is required to obtain approval of a regulatory, government or statutory authorities for filling the vacancy in the office of a KMP, then such a vacancy must be filled up not later than 6 months from the date of vacancy as opposed to the 3 months timeline. Where the listed entity is required to obtain approval of regulatory, government or statutory authorities to fill up the office of the Chief Financial Officer, then the vacancy shall be filled up by the listed entity at the earliest and in any case not later than six months from the date of vacancy. [Regulation 26A]
5. The listed entity must give prior intimation to the stock exchange at least two working days in advance, excluding the date of the intimation and the date of the meeting, about the board of directors’ meeting where any of the mentioned proposals will be considered. [Regulation 29]
6. Intimation for determination of issue price in a qualified institutions placement is not required if such placement is done in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. [Regulation 29]
7. Now, the Board of directors of the top 1000 listed entities must have at least one independent woman director by April 1, 2020. The previous requirement for the top 500 listed entities to have an independent woman director by April 1, 2019, has been removed. [Regulation 17]
8. The board of directors of the top 2000 listed entities must now comprise at least six directors. The previous requirement for the top 1000 listed entities to meet this criterion from April 1, 2019, has been removed.[Regulation 17]
9. The quorum for every meeting of the board of directors of the top 2000 listed entities is now one-third of the total board strength or three directors, whichever is higher, and must include at least one independent director. The previous requirement, which also applied to the top 1000 listed entities from April 1, 2019, has been removed. [Regulation 17]
10. The gap between any two consecutive meetings of the risk management committee shall now not more than 210 days as against 180 days, as provided earlier. [Regulation 21]
11. The provisions related to Risk Management must now be applicable to:
    1. the top 1000 listed entities,
    2. ‘high value debt listed entity’. [Regulation 21]
12. The top 1000 listed entities by market capitalization must undertake Directors and Officers (D&O) insurance for all their independent directors, with the coverage amount and risks determined by the board of directors. The requirement to calculate market capitalization as of March 31 of the preceding financial year, effective January 1, 2022, has been removed. [Regulation 25]
13. If a listed entity confirms any reported event or information within 24 hours of a material price movement, and if the event or information is subject to pricing norms under specific SEBI regulations, the impact on the share price due to the material price movement and confirmation may be excluded from the price calculation for that transaction, as per the framework specified by SEBI. [Regulation 30]
14. The promoter, director, key managerial personnel, or senior management of a listed entity must furnish adequate, accurate and timely response to queries or explanations requested by the listed entity to ensure adherence to the provisions of the Regulation,2015. Furthermore, the listed entity must promptly disseminate the responses received from these individuals to the stock exchanges. [Regulation 30]

Source: Securities and Exchange Board of India

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