Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities
Summary
This circular implements recommendations from an Expert Committee to facilitate ease of doing business for listed entities by amending LODR Regulations and the Master Circular. It introduces Integrated Filing for governance and financial disclosures, updates eligibility criteria for Secretarial Auditors, and establishes guidelines for disclosing Employee Benefit Scheme documents. Additionally, it outlines the Single Filing System and provisions for system-driven disclosures of specific filings. Paragraphs 14 through 17 detail changes to the Master Circular, direct stock exchanges and depositories to implement monitoring systems, and cite the legal authority for the circular. Annexure 1 provides the specific format for the Quarterly Integrated Filing regarding corporate governance compliance. This filing format requires listed entities to report on board composition, committee details, meeting attendance, and regulatory affirmations. This section mandates quarterly disclosures regarding investor grievance redressal statistics and acquisitions of shares in unlisted companies. It requires detailed reporting on imposed fines, penalties, and updates to ongoing tax litigations or dispute
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The recommendations of the Expert Committee were approved by the SEBI Board and amendments to the LODR Regulations have been published in the Gazette of India on December 13, 2024.
This circular is 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.
Integrated Filing is introduced under regulation 10(1A) of the LODR Regulations for Governance and Financial related periodic filings, applicable for quarters ending December 31, 2024, and thereafter.
Integrated Filing (Governance) must be filed within 30 days from the end of the quarter; Integrated Filing (Financial) within 45 days, or 60 days for the last quarter and financial year.
Material events including acquisition of shares aggregating to 5%, imposition of fines below thresholds, and updates on tax litigations shall be disclosed quarterly.
Details of ratification of RPTs are required to be disclosed along with half-yearly disclosures of RPTs in the format specified for Integrated Filing (Financial).
A person is eligible for appointment as a Secretarial Auditor only if such person is a Peer Reviewed Company Secretary and has not incurred any disqualifications specified by the Board.
A Secretarial Auditor shall provide only services approved by the board of directors but shall not include any services specified by SEBI.
The Institute of Company Secretaries of India may bring the contents of this circular to the notice of all its members, including Practising Company Secretaries.
Regulation 46(2)(za) requires listed entities to disclose Employee Benefit Scheme Documents, excluding commercial secrets, with redaction approved by the board.
Scheme documents must be uploaded after shareholder approval, contain minimum information, and include board-approved rationale for any redacted information.
The facility of single filing by listed entities has been put in place by BSE and NSE w.e.f. October 1, 2024, beginning with investor grievance statements.
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Source: SecMarx — Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.