SEBI (Listing obligations and disclosure requirements) (Sixth Amendment) Regulations, 2022

Sr.No

Regulation

Old Provision

Amendments/Additions

1.

Regulation 25

-Obligations with respect to Independent Directors

Regulation 25(2A)-

The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution (i.e.75% of majority).

Proviso to Regulation 25(2A)-

1. Where a special resolution for the appointment of an independent director is not approved but the votes cast in favour of the resolution exceed the votescast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub regulation (2A) and Removal of Independent Director appointed under the first proviso shall also have the above same flexibility in case special resolution is not passed with requisite majority.

("public shareholding" means public shareholding as defined under clause (e) of rule 2 of the Securities Contracts (Regulation) Rules, 1957)

2.

Regulation 32- Statement of deviation(s) or variation(s).

Regulation 32

(6) and 32(7)-Where the listed entity has appointed a monitoring agency to monitor utilisation of proceeds of a public or rights issue, the listed entity shall submit to the stock exchange(s) and to audit committee any comments or report received from the monitoring agency [within 45 days from the end of each quarter]

1. Regulation 32(6) and 32(7) now also applicable to Qualified InstitutionsPlacements (QIP’s) and Preferential Issues in addition to the already covered public issues and right issues.

2. Regulation (7A) -Where an entity has raised funds through Preferential Allotment or Qualified Institutions Placement, thelisted entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

3.

Regulation 52-Financial Results

1. Regulation 52(1)- The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within 45 days from the end of the quarter, other than last quarter, to the recognised stock exchange(s).

1. Proviso to Regulation 52(1) -Provided that for the last quarter of the financial year, the listed entity shall submit the same within 60 days of end of quarter.

2. Regulation 52(2)(d)-

If the listed entity opts to submit un-audited financial results for the last half year accompanied by limited review report by the auditors, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the board of directors.

a.  Proviso to Regulation 52(2)(d) added-

Listed entities whose audit carried out by Comptroller andAuditor General of India under applicable law, shall also require tosubmit-

(i) un-audited financial results along with the limited review report and

(ii) audited financial results to the stock exchange(s), within 9 months from the end of the financial year.

Not applicable

b. Regulation (2A)- The listed entity shall submit a statement of assets and liabilities and statement of cash flows asat the end of every half year, by way of a note, along with the financial results.

Regulation52(4)-The listed entity, while submitting [quarterly] / annual financial results, shall disclose the various items along with the financial results

Additional disclosures mandated such as inventory turnover, debtors turnover, operating/net profit margin percentage

(7) The listed entity shall within 45 days from the end of every quarter submit to the stock exchange, a statement indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.]

6. Regulation52(7)-The listed entity shall submit to the stock exchange(s), a statement indicating the utilisation of the issue proceeds along with the quarterly financial results.

Regulation (7A)- In case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by the Board.

7.Regulation (7A)- The listed entity shall submit to the stock exchange(s), a statement disclosing material deviation(s)along with the quarterly financial results.

Regulation 8- The listed entity shall, within two working days of the conclusion of the meeting of the board ofdirectors, publish the financial results and statement referred to in sub-regulation (4), inat least one English national daily newspaper circulating in the whole or substantially the whole of India.:

Regulation 8- The listed entity shall, within two working days of the conclusion of the meeting of the board ofdirectors, publish the financial results and the line items referred to in sub-regulation (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.:

Provided that if the listed entity has submitted both standalone and consolidated financial results,to the stock exchange(s), it shall publish consolidated financial results along with the line itemsreferred to in sub-regulation (4), in the newspaper.