On January 17, 2023, Securities & Exchange Board of India(“SEBI”)notified significant changes to the Listing Obligations and Disclosure Requirement(“LODR”)regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The key changes are as follows:

• In regulation 15, in sub-regulation (1A), Explanation (4) shall be omitted and after sub-regulation (1A), the 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.”
• In regulation 15, after sub-regulation (1B), the 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.”
• In chapter IV, in regulation 16, the definition of “senior management”shall besubstituted by – “Seniormanagement” 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.
• In regulation 17, in sub-regulation (1C), the word “re-appointment” has been adding namely – The listed entity shall ensure that approval of 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 or within a time period of three months from the date of appointment, whichever is earlier.
• In regulation 17, after sub-regulation (1C), the following has been 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:”
• In regulation 17, after sub-regulation (1C), the word “further” has been inserted, namely – Provided further that the appointment or a reappointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:
• In regulation 26, the heading as been amended, namely – Obligationswith respect to employees including senior management, key managerial personnel, directors and promoters.
• In regulation 31A, sub-regulation (3), in clause (b), in sub-clause (v), the word “key managerial person” has been substituted with “key managerial personnel”.
• In Schedule III, Part A, in paragraph A, in subparagraph 16, in Item (l), in point (ix), the words and symbols “key managerial persons(s)” , shall be substituted by the words “key managerial personnel”.
• InSchedule V, in ParagraphC,insub-para(10),the following clause shall be insertedafterclause(m),namely-“(n)Detailsofmaterial subsidiaries of the listed entity; including thedate andplace of incorporation and the name and date of appointment of the statutory auditorsof such subsidiaries.” This shall be applicable for annual reports filed for the financial year 2022-23 and thereafter.