Background:  The SEBI Board approved the recommendations of the Expert Committee, which was formed to review the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) with a focus on promoting ease of doing business for listed entities. Amendments to the LODR Regulations were subsequently published in the Gazette of India on December 13, 2024 (Link: https://www.sebi.gov.in/legal/regulations/dec-2024/securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-third-amendment-regulations-2024_89956.html)

Consequently,  SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185  dated December 31, 2024 has been 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.

1) Integrated Filing:

To streamline filing and compliance for listed entities, Integrated Filing has been introduced under regulation 10(1A) of the LODR Regulations. This will apply to Governance and Financial-related periodic filings required under the LODR, starting with filings for the quarter ending December 31, 2024, and thereafter.  

Integrated Filing(Governance) – 

i) Regulation 13(3) : Statement on redressal of investor grievances to be filed quarterly, within 30 days from end of quarter

ii) Regulation 27(2)(a):Compliance Report on Corporate Governance to be filed quarterly, within 30 days from end of quarter

Integrated Filing(Financial) – 

i)Regulation 23(9): Disclosure of RPT to be filed within 45 days from the end of each quarter other than the last quarter & 60 days from the end of last quarter & financial year  (Frequency: Half-yearly)

ii) Regulation30 r/w section V-B of Master Circular: Quarterly Disclosure of o/s default on loans/debt securities to be filed within 45 days from the end of each quarter other than the last quarter & 60 days from the end of last quarter & financial year (Frequency: Quarterly)

iii) Regulation 32(1): Statement of Deviation & variation to be filed within 45 days from the end of each quarter other than the last quarter & 60 days from the end of last quarter & financial year (Frequency: Quarterly)

iv) Regulation 33(3): Financial Results to be filed within 45 days from the end of each quarter other than the last quarter & 60 days from the end of last quarter & financial year (Frequency: Quarterly)    

Format of Quarterly Integrated Filing has been provided in Annexure I of the SEBI Circular

Additionally, 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.

2) Disclosure of Material events/information: 

The following material events / information shall be disclosed on a quarterly basis in the format specified as part of the Integrated Filing (Governance): 

1. 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.
2. 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. 
3. 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.  

  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).  

3) Disqualifications for appointment or continuation of a Secretarial Auditor of the listed entity:

For the purpose of Regulation 24A(1A) of the LODR Regulations, the following persons shall not be eligible to be appointed or 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 not 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, not exceeding 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, not exceeding 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; 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 referred to in subregulation (1B) of regulation 24A to the listed entity or its holding or its subsidiary entities.   

4)  Services not to be rendered by the Secretarial Auditor:

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 on this behalf. Accordingly, the services that a Secretarial Auditor cannot render to the listed entity (whether such services are rendered directly or indirectly) or its holding entity or subsidiary entity, namely are:

1. internal audit; 
2. design and implementation of any compliance management system, information system, policy framework, systems or processes for compliance;
3. investment advisory services; 
4. investment banking services;
5. rendering of outsourced compliance management, record keeping & maintenance services; 
6. management services; and 
7. 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; 

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.   

The Institute of Company Secretaries of India (ICSI) to bring the contents of this circular to the notice of all its members, including Practising Company Secretaries (PCS)  

5)  Guidelines for disclosure of Employee Benefit Scheme related documents:

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, 2021.  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.   

 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: 

The scheme document shall be uploaded on the website of the listed entity after obtaining shareholder approval as required under SEBI (SBEB) Regulations, 2021. 

The documents uploaded on the website shall mandatorily have minimum information to be disclosed to shareholders as per SEBI (SBEB) Regulations, 2021. 

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.

6)  Single Filing System:

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.  

7) System driven disclosure of certain filings:

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: 

a)  Shareholding Pattern( Regulation 31(1)(b) of LODR)

b)  New rating(s) or revision in ratings( Regulation 30(6) r/w sub-para 3 of para A of part A of schedule III of LODR)

In order to give effect to  recommendations of the Expert Committee, changes have been carried out to the provisions of the Master Circular detailed in Annexure 4 of the circular. Major changes to the Master Circular include the following: 

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 circular as part of the new Integrated Filing. 

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. 

Changes to the provisions relating to the Group Governance Unit in order to bring in clarity. 

Annexure 18A of the Master Circular on timelines for disclosure of material events / information shall stand substituted by Annexure 5 to the circular.