Disclosure of material events / information by listed entities under Regulations 30 and 30A of LODR Regulations

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 · 2023-07-13 · SEBI Corporation Finance Department

Summary

This circular amends the LODR Regulations to enhance transparency and timely disclosure of material events by listed entities. It incorporates specific disclosure details, timelines, occurrence guidance, and materiality criteria into four annexures. The Master Circular is partially modified to reflect these changes, which come into force on July 15, 2023. This section mandates detailed disclosures for the issuance, forfeiture, split, consolidation, buyback, and alteration of securities by listed entities. It requires immediate notification to stock exchanges regarding new or revised credit ratings, including ESG ratings and downward revisions. Additionally, it imposes a strict 30-minute reporting window for board decisions concerning dividends, buybacks, and fund-raising. This section mandates the disclosure of specific corporate actions including capital alterations, board meeting outcomes, and significant agreements affecting management control. It further requires immediate reporting of frauds, defaults, arrests, and changes in key personnel or auditors. Additionally, it outlines disclosure requirements for material events such as winding-up petitions, general meetings, and amen

Text

The circular no. CIR/CFD/CMD/4/2015 has now become part of Section V-A of Chapter V of Master Circular issued vide circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.

This circular consists of four annexures with respect to disclosure requirements under regulations 30 and 30A of the LODR Regulations.

ANNEXURE I specifies the details that need to be provided while disclosing events given in Part A of Schedule III (Annexure 18 to the Master Circular).

ANNEXURE II specifies the timeline for disclosing events given in Part A of Schedule III.

ANNEXURE III provides guidance on when an event / information can be said to have occurred (Annexure 19 to the Master Circular).

ANNEXURE IV provides guidance on the criteria for determination of materiality of events / information.

The Master Circular stands partially modified by this circular as specified in sub-paragraph (i) and (iii) of paragraph 3 above.

This circular shall come into force from July 15, 2023.

The Stock Exchanges are advised to bring the contents of this circular to the notice of their listed entities and ensure its compliance.

This circular is issued in exercise of the powers conferred under Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 read with regulation 101 of LODR Regulations.

name of the target entity, details in brief such as size, turnover etc.

whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;

Source: SecMarx — Disclosure of material events / information by listed entities under Regulations 30 and 30A of LODR Regulations. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.