Securities and Exchange Board of India (“SEBI”) has issued Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (“Amendments”) to further amend Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”). The Amendments took effect on December 12, 2024. However, specific amendments, as detailed in points 7 and 10 below, will come into force from December 31, 2024.

Key highlights of the amendments are mentioned below:

1. The definition of “Half Year” has been removed.
2. The following have been added to the definition of “Related Party Transaction” (RPT):
   1. Acceptance of current account deposits and savings account deposits by banks, in compliance with directions issued by the Reserve Bank of India or any other relevant central bank, will not be considered RPT.
   2. Retail purchases made by directors or employees of a listed entity or its subsidiary, without establishing a business relationship and under terms uniformly applicable to all employees and directors, will not be considered RPT.
3. A definition for “SR equity shares” has been introduced.
4. The Compliance Officer must now be an officer in whole-time employment of the listed entity, not more than one level below the board of directors, and designated as a Key Managerial Personnel (KMP).
5. Any vacancy in the office of the Compliance Officer of a listed entity, where a resolution plan has been approved, must be filled within three months of such approval.
6. The requirement to submit a compliance certificate to the exchange, signed by both the Compliance Officer of the listed entity and the authorized representative of the share transfer agent, has been removed.
7. SEBI will notify the format and timelines for the submission of investor complaints.
8. Every listed entity and its material unlisted subsidiaries incorporated in India must now undergo Secretarial Audit by a Peer-Reviewed Company Secretary. The Secretarial Audit Report, in the specified format, must be annexed to the annual report of the listed entity.
9. The eligibility criteria, qualifications, and disqualifications for a Secretarial Auditor have been provided.
10. SEBI will specify the format and timelines for submission of the quarterly compliance report on corporate governance.
11. Disclosures to stock exchanges must now be made in XBRL format, following the guidelines specified by the exchanges.
12. Listed entities must ensure a minimum gap of five days between two record dates.
13. Proxy forms will no longer be required for general meetings held exclusively through electronic mode.
14. The requirement to file a certificate certifying that all certificates for transfer, subdivision, consolidation, renewal, exchange, or endorsement of calls/allotment monies have been issued within thirty days of lodgement has been removed.

Source: E-Gazette

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