FAQs on LODR Second Amendment Regulations, 2023

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3 replies
  1. Vinod Kothari
    Vinod Kothari says:

    Your question not answered there? Please feel free to put your academic question of general interest, and we will be happy to give our response here.

  2. kapil sachdeva
    kapil sachdeva says:

    On SEBI’s LODR guidelines and disclosure under para 5 & 5A, pertaining SHA. I have few querry and would be thankful if you can help:
    – The disclosure regarding any material changes under shareholder agreement, the change which can have impact on price or company’s business/control, were otherwise communicated by listed companies. So how is current guideline different.

    – Will current regulation be applicable to listed debt securities as well (equity not listed).

    – Currently, such disclosures were made through press release citing key/brief, in the current regulation will the SHA be uploaded or again a noting or press release.

    • Shreya Salampuria
      Shreya Salampuria says:

      Hi Kapil,

      Please find our replies below-
      1. Earlier, the scope of disclosure of agreements were limited and specific like acquisition agreements, shareholder agreements, joint venture agreements, family settlement agreements, agreements/treaties/contracts with media companies which were binding and not in normal course of business, revisions or amendments and terminations thereof (w.r.t. Para A of Schedule III. Further, under Part A Para B, agreements (viz. loan agreement(s) or any other agreement(s) which were binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof were required to be disclosed on application of threshold of materiality. However, vide the amendment, the disclosure requirement now includes all the agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

      2.The corporate governance provisions are specified from regulations 17 to 27, clause (t) of sub-regulation (2) of regulation 46, clauses (b) to (i) of regulation 59 and para C, D and E of Schedule V of LODR.
      Therefore, Regulation 30 does not come under the purview of corporate governance and hence, the same is not applicable to companies who only have listed debt securities.

      3. The mode of disclosure has not changed through this amendment and shall be done through stock exchange intimations only in the manner prescribed under the latest SEBI Circular dated 13th July, 2023.


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