SEBI (LODR) (Amendment) Regulations, 2023 – Notification

SECURITIES AND EXCHANGE BOARD OF INDIA (LODR) (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2023

No. SEBI/LAD-NRO/GN/2023/117.—In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-

1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023.
   
2. They shall come into force on the date of their publication in the Official Gazette:
   Provided that the amendments in Regulation 15 shall come into force with effect from April 1, 2023;
   Provided further that the amendment in Schedule V, Paragraph C, sub-para (10), shall be applicable for Annual Reports filed for the financial year 2022-2023 and thereafter.
   
3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 –
   
   I. in regulation 15, in sub-regulation (1A), Explanation (4) shall be omitted.
   
   II. in regulation 15, after sub-regulation (1A), following sub-regulation shall be inserted, namely, –
   “(1B) Notwithstanding anything contained in this regulation, in case of an Infrastructure Investment Trust registered under the provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 shall be applicable.”
   
   III. in regulation 15, after sub-regulation (1B), following sub-regulation shall be inserted, namely, –
   “(1C) Notwithstanding anything contained in this regulation, in case of a Real Estate Investment Trust registered under the provisions of Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014 shall be applicable.”
   
   IV. in Chapter IV, in regulation 16 titled “Definitions”, in sub-regulation (1), clause (d) shall be substituted with the following clause (d), namely,-
   “(d) “senior management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.”
   
   V. in regulation 17, in sub-regulation (1C), after the words “for appointment” and before the words “of a person”, the words “or re-appointment” shall be inserted.
   
   VI. in regulation 17, after sub-regulation (1C), the following proviso shall be inserted, namely-
   “Provided that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting:”
   
   VII. in regulation 17, after sub-regulation (1C), in the existing first proviso, after the word “provided” and before the words “that the appointment”, the word “further” shall be inserted.
   
   VIII. in regulation 26, in the heading, the words “key managerial persons” shall be substituted with the words “key managerial personnel”.
   
   IX. in regulation 31A, sub-regulation (3), in clause (b), in sub-clause (v), the words “key managerial person” shall be substituted by the words “key managerial personnel”.
   
   X. in Schedule III, Part A, in paragraph A, in sub-paragraph 16, in Item (l), in point (ix), the words and symbols “key managerial persons(s)” , shall be substituted by the words “key managerial personnel”.
   
   XI. in Schedule V, in Paragraph C, in sub-para (10), the following clause shall be inserted after clause (m), namely-
   “(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.”

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