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SEBI LODR Regulations Disclosure

DISCLOSURES PURSUANT TO THE PROVISIONS OF REGULATION 46(2) & 62(1) OF THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Sub-Reg. No.
Particulars
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REGULATION 46(2)

(ab)

Brief profile of board of directors including directorship and full-time positions in body corporates

(c)

composition of various committees of board of directors;

(d)

Code of conduct of board of directors and senior management personnel;

(f)

Criteria of making payments to non-executive directors, if the same has not been disclosed in annual report;

(i)

Details of familiarization programmes imparted to independent directors including the following details: -

i. number of programmes attended by independent directors (during the year and on a cumulative basis till date),

ii. number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and

iii. other relevant details

(j)

The email address for grievance redressal and other relevant details;

(k)

Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances;

(l)

Financial information including:

i. notice of board meeting where financial results shall be discussed;

ii. financial results, on conclusion of the meeting of the board of directors where the financial results were approved; 

iii. complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc; 

(n)

Details of agreements entered into with the media companies and/or their associates, etc.

Not applicable

(o)

i. Schedule of analysts or institutional investors meet at least 2 working days in advance (excluding the date of the intimation and the date of the meet)

Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means

ii. Presentations prepared for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.

(oa)

Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means, in the following manner:

i. The audio recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;

ii. The video recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls;

iii. The transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls: 

Provided that— 

a. The information under sub-clause (i) and (ii) of this clause shall be hosted on the website of the listed entity for a minimum period of two years and thereafter as per the preservation policy of the listed entity in terms of Regulation 9(b). 

b. The information under sub-clause (iii) of this clause shall be hosted on the website of the listed entity for a minimum period of five years and preserved in accordance with Regulation 9(b).

(p)

New name and the old name of the listed entity for a continuous period of one year, from the date of the last name change.

(q)

Published advertisement in one English language national daily newspaper and one daily newspaper published in the language of the region where the registered office of the listed entity is situated, within 48 hours of conclusion of Board Meeting approving the financial results, containing a Quick Response code and the details of the webpage where complete financial results of the listed entity, as specified in Regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor, is accessible, as per Regulation 47(1).

(r)

With effect from October 1, 2018, all credit ratings obtained by the entity for all its outstanding instruments, updated immediately as and when there is any revision in any of the ratings.

(s)

Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year:

Provided that a listed entity, which has a subsidiary incorporated outside India - 

a. where such subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such subsidiary is placed on the website of the listed entity; 

b. where such subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed entity may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website;

(u)

Disclosure of the policy for determination of materiality of events or information required under Regulation 30(4)(ii)

(v)

Disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) as required under Regulation 30(5)

(w)

Disclose all such events or information which has been disclosed to stock exchange(s) under Regulation 30(8)

(x)

Statements of deviation(s) or variation(s) as specified in Regulation 32

(y)

Dividend distribution policy by listed entities based on market capitalization as specified in Regulation 43A(1)

(z)

Annual return (Form MGT-7) as provided under Section 92 of the Companies Act, 2013 and the rules made thereunder

(za)

Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position of the listed entity, framed in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: 

Provided that redaction of information under clause (za) above from the Employee Benefit Scheme document shall be approved by the board of directors and shall be in compliance with guidelines as may be specified by the Board:

Provided that for the purpose of compliance with this sub-regulation, the listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity.

REGULATION 62(1)

(b)

Financial information including:

i. notice of meeting of the board of directors where financial results shall be discussed.

ii. financial results, on the conclusion of the meeting of the board of directors where the financial results were approved.

iii. complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, etc.

(c)

Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances.

(d)

Email address for grievance redressal and other relevant details.

(e)

Name of the debenture trustees with full contact details.

(f)

The information, report, notices, call letters, circulars, proceedings, etc concerning non-convertible redeemable preference shares or non-convertible debt securities.

(g)

All information and reports including compliance reports filed by the listed entity.

(h)

Information with respect to the following:

i. Default by issuer to pay interest or redemption amount;

ii. Failure to create a charge on the assets;

Not applicable

(i)

All credit ratings obtained by the entity for all its listed non-convertible securities, updated immediately upon any revision in the ratings.

(j)

Statements of deviation(s) or variation(s) as specified in Regulation 52(7) and 52(7A).

(k)

Annual return (Form MGT-7) as provided under Section 92 of the Companies Act, 2013 and the rules made thereunder.

(1A)

Additional Disclosures:

(a)

Composition of the various committees of the board of directors;

(c)

Code of conduct of the board of directors and senior management personnel;

(e)

Criteria of making payments to non-executive directors, if the same has not been disclosed in the annual report;

(i)

Details of familiarization programmes imparted to independent directors including the following details:-

i. Number of programmes attended by the independent directors (during the year and on a cumulative basis till date),

i. Number of hours spent by the independent directors in such programmes (during the year and on cumulative basis till date), and

i. Other relevant details