Circular

Department: Listing
Circular Ref No: NSE/CML/2025/02 Date: January 02, 2025

To,
The Company Secretaries,
All Listed Entities

Subject: Implementation of recommendations of the Expert Committee for facilitating ease of doing business
for listed entities

This has reference to the amendments to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) which have been published in the Gazette of India on
December 13, 2024 and 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, on compliance with the
SEBI LODR by listed entities, SEBI has issued a circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024 (‘SEBI Circular’). In this regard a copy of SEBI Circular dated December 31, 2024, is enclosed
for your reference and for necessary action at your end.

The copy of the circular will also be made available on the NSE website at [Link]
listing/circular-for-listed-companies-equity-market

Based on the above, the Integrated Filing shall be applicable for the filings to be done for the quarter ending
December 31, 2024, and thereafter. The timelines for Integrated Filing shall be as follows:

a. Integrated Filing (Governance): within 30 days from the end of the quarter;

b. Integrated Filing (Financial): within 45 days from the end of the quarter, other than the last quarter, and 60 days
from the end of the last quarter and the financial year

In this regard, the first quarterly Integrated Filing i.e. Integrated Filing (Governance) and Integrated Filing
(Financial) which is applicable for the quarter ending December 31, 2024, may be filed within a period of 45 days
from the end of the quarter.

Note:
Basis the above the listed entities shall submit the Integrated filing in PDF as per the format available in the
aforementioned SEBI Circular.

Further, in order to comply with the aforesaid timelines for the Integrated Filing in PDF, the Exchange has
added the Subject titled ‘Integrated Filing- Governance’ and ‘Integrated Filing- Financial’ which will be
available under Type Of Disclosure: ‘Others’ and Subject Category: ‘Integrated Filing’ under the
Announcement module which can be accessed at the path NEAPS > Compliance > Announcements >
Announcements/Corporate Action> Create Announcement.

The listed entities shall use the above-mentioned subject and path for submission of the PDF format of the
Integrated Filing. Entities are also requested to ensure that while submitting the disclosures under Integrated
Filing in PDF, PAN details must be masked.

Non-Confidential
In addition to the above, the listed entities shall also continue to file the existing XBRL’s/PDF filing as the
case may be for each of the compliance provided in this Integrated Filing until further communication is
issued by the Exchange.

For the quarterly/half-yearly/yearly compliance filing, as may be applicable, pertaining to the Integrated
Filing, below is an example:

Particulars Dec Dec 2024- Dec 2024- Filing type

2024- Half yearly Annual year
Quarter
Integrated Filing- 30 days Integrated Filing - in PDF as per the prescribed format
Governance
XBRL for Corporate Governance (existing utility)

XBRL for IGR (existing utility)

PDF & XBRL (existing utility) for Regulation 30 events,

as may be applicable
Integrated Filing- 45 days 45 days 60 days Integrated Filing in PDF as per the prescribed format shall
Financial be submitted within 24hrs from the Outcome of the Board
meeting. (‘OBM’)

PDF for Regulation 30 events as per the current process

for:
- Outcome of BM for Financial (Quick Results and OBM-
as per new timelines i.e. 30mins or 3hrs as may be
applicable)
- Quarterly disclosure of outstanding default on loans/debt
securities as appliable

XBRL for Financials (existing utility as per current

process and timeline)
XBRL for Impact of Audit Qualification (for annual in
existing utility as per current process and timeline)
XBRL for SOD (existing utility as per current process and
timeline)
XBRL for RPT (for half year- on the same day of filing of
financials results in existing utility)

The listed entities are requested to take note of the above and comply accordingly.

In case any queries concerning the captioned subject, please reach out to the respective team members on the
contact details available in the NEAPS platform at path NEAPS > Help > Contact Us > Listing Compliance or
send an email to takeover@[Link]

Yours faithfully,

For National Stock Exchange of India Limited

Yukti Sharma
Head -Listing

Non-Confidential
CIRCULAR
SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 December 31, 2024

To,

All listed entities that have listed their specified securities

All Recognized Stock Exchanges
All Depositories
The Institute of Company Secretaries of India (ICSI)

Madam / Sir,

Sub: Implementation of recommendations of the Expert Committee for facilitating ease

of doing business for listed entities

1. The recommendations of the Expert Committee1 that was set up to inter-alia review the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR
Regulations” or “LODR”) from the point of view of facilitating ease of doing business for
listed entities were approved by the SEBI Board and amendments to the LODR
Regulations have been published in the Gazette of India on December 13, 2024 (link).

2. Consequently, this circular is being 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, on compliance with the LODR Regulations by listed
entities (“Master Circular”), the details of which are given in the subsequent paragraphs.

Integrated Filing

3. In order to facilitate ease of filing and compliance for listed entities, it has been decided to
introduce Integrated Filing, in terms of regulation 10(1A) of the LODR Regulations, for the
following Governance and Financial related periodic filings required under the LODR,
which shall be applicable for the filings to be done for the quarter ending 31st December
2024 and thereafter:

1Expert Committee for facilitating ease of doing business and harmonization of the provisions of the ICDR and
LODR Regulations. The report of the Expert Committee can be accessed here.

Page 1 of 44
Sr. No. Regulation / Periodic Filing Revised Timeline Frequency
circular
Integrated Filing (Governance)

1. 13(3) Statement on redressal Within 30 days of the end of Quarterly

of investor grievances the quarter.

2. 27(2)(a) Compliance Report on Quarterly

Corporate Governance

Integrated Filing (Financial)

3. 23(9) Disclosure of Related Within 45 days of the end of Half Yearly

Party Transactions the quarter & 60 days from
(RPTs) end of the last quarter &
4. Reg. 30 r/w Quarterly disclosure of financial year. Quarterly
section V-B outstanding default on
of the Master loans / debt securities
Circular
5. 32(1) Statement of Deviation Quarterly
and Variation

6. 33(3) Financial results Quarterly

The format of quarterly Integrated Filing i.e., Integrated Filing (Governance) and Integrated
Filing (Financial) is given in Annexure 1 to this circular.

4. The timeline for quarterly Integrated Filing shall be as follows:

a. Integrated Filing (Governance): within 30 days from the end of the quarter;
b. Integrated Filing (Financial): within 45 days from the end of the quarter, other than
the last quarter, and 60 days from the end of the last quarter and the financial year.

In this regard, the first quarterly Integrated Filing i.e., Integrated Filing (Governance)
and Integrated Filing (Financial) which is applicable for the quarter ending December
31, 2024, may be filed within a period of 45 days from the end of the quarter.

5. The following material events / information shall be disclosed on a quarterly basis in the
format specified as part of the Integrated Filing (Governance):
a. Acquisition of shares or voting rights by listed entities in an unlisted company,
aggregating to 5% or any subsequent change in holding exceeding 2% in terms of
the provisions of Para A(1) of Part A of Schedule III of LODR.
b. Imposition of fine or penalty which are lower than the monetary thresholds specified
under Para A(20) of Part A of Schedule III of LODR.

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c. Updates on ongoing tax litigations or disputes in terms of the provisions of Para B(8)
of Part A of Schedule III of LODR read with the corresponding provisions of Annexure
18 of the Master Circular.

6. In terms of the provisions of Regulation 23(2) of LODR, details of ratification of RPTs are
required to be disclosed along with the half-yearly disclosures of RPTs. Accordingly, the
value of ratified RPTs shall be disclosed in the format specified for disclosure of RPTs as
part of the Integrated Filing (Financial) (refer Table D under the format for quarterly
Integrated Filing (Financial) given in Annexure 1).

Secretarial Auditor

7. Clause (a) of regulation 24A(1A) of the LODR Regulations inter-alia states that a person
shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such
person is a Peer Reviewed Company Secretary and has not incurred any of the
disqualifications as specified by the Board. Accordingly, disqualifications for appointment
or continuation of a Secretarial Auditor of the listed entity is given in Annexure 2 of this
circular.

8. Further, as per regulation 24A(1B) of the LODR, a Secretarial Auditor appointed under the
regulations shall provide to the listed entity only such other services as are approved by
the board of directors but which shall not include any services as specified by SEBI in this
behalf. Accordingly, the services that a Secretarial Auditor cannot render to the listed entity
are specified in Annexure 3 of this circular.

9. The Institute of Company Secretaries of India (ICSI) may bring the contents of this circular
to the notice of all its members, including Practising Company Secretaries (PCS).

Guidelines for disclosure of Employee Benefit Scheme related documents

10. Regulation 46(2)(za) of the LODR requires listed entities to disclose Employee Benefit
Scheme Documents, excluding commercial secrets and such other information that would
affect competitive position, framed in terms of SEBI (SBEB) Regulations, 2021 2. Further,
redaction of information from such documents shall be approved by the board of directors
and shall be in compliance with guidelines as may be specified by SEBI.

2 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Page 3 of 44
11. Listed entities shall, therefore, comply with the following requirements for disclosure of
Employee Benefit Scheme Documents in terms of regulation 46(2)(za) of the LODR:
a. The scheme document shall be uploaded on the website of the listed entity after
obtaining shareholder approval as required under SEBI (SBEB) Regulations, 2021.
b. The documents uploaded on the website shall mandatorily have minimum information
to be disclosed to shareholders as per SEBI (SBEB) Regulations, 2021.
c. The rationale for redacting information from the documents and the justification as to
how such redacted information would affect competitive position or reveal commercial
secrets of the listed entity shall be placed before the board of directors for
consideration and approval.

The secretarial compliance report issued by a Peer Reviewed Company Secretary under
regulation 24A(2) of the LODR Regulations shall include a confirmation on compliance
with the aforesaid requirements by the listed entity.

Single Filing System

12. The facility of single filing by listed entities has already been put in place by BSE and NSE
w.e.f. October 1, 2024, beginning with the filing of statement on redressal of investor
grievances under regulation 13(3) of the LODR Regulations and subsequently extended
to corporate governance report under regulation 27(2), reconciliation of share capital audit
report and disclosure of voting results under regulation 44(3). Details of other filings to be
brought under the single filing system shall be communicated by Stock Exchanges from
time to time.

System driven disclosure of certain filings

13. Stock Exchanges, in consultation with SEBI, shall specify the process, procedure and
timelines for system driven disclosure of the following filing / disclosure requirements
applicable to listed entities under the LODR Regulations:

Sr. No. Regulation Filing

1. Regulation 31(1)(b) of LODR Shareholding Pattern

2. Regulation 30(6) r/w sub-para 3 New rating(s) or revision in ratings

of para A of part A of schedule
III of LODR

Page 4 of 44
Changes to the Master Circular

14. In order to give effect to certain recommendations of the Expert Committee, changes have
been carried out to the provisions of the Master Circular as detailed in Annexure 4 of this
circular. Major changes to the Master Circular include the following:
a. The formats for corporate governance report, financial results, statement of deviation,
RPT etc. have been deleted as relevant formats have been incorporated in Annexure
1 of this circular as part of the new Integrated Filing.
b. Introduction of fines for non-compliance with the timelines specified in regulation
31A(3)(a) of the LODR for reclassification of promoter / promoter group entity as
public.
c. Changes to the provisions relating to Group Governance Unit in order to bring in
clarity.
d. Annexure 18A of the Master Circular on timelines for disclosure of material events /
information shall stand substituted by Annexure 5 to this circular.

15. The Recognized Stock Exchanges and Depositories are directed to:
a. bring the contents of this circular to the notice of the all the stakeholders;
b. put in place necessary systems and infrastructure for monitoring and implementation
of this circular.

16. This Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with regulations 101 and 102 of
the LODR Regulations.

17. This Circular is available at [Link] under the link “Legal->Circulars”.

Yours faithfully,

Raj Kumar Das

Deputy General Manager
Corporation Finance Department
Policy and Development – 2
+91-22-26449253
rajkd@[Link]

*****

Page 5 of 44
Annexure 1
FORMAT FOR QUARTERLY INTEGRATED FILING (GOVERNANCE)
A. Compliance Report on Corporate Governance to be submitted by a listed entity on a quarterly basis
1. Name of the Listed Entity:
2. Quarter ending:

I. Composition of Board of Directors

Title Name of PAN$ Category Initial Date Date of Re- Date of Tenure* Date of No. of No. of No. of No. of post of
(Mr the & DIN (Chairperson of appointment Cessation Birth directorship Independent memberships Chairperson in
. / Director /Executive/Non- Appointment in listed Directorship in Audit/ Audit/
Ms) Executive/in entities in listed Stakeholder Stakeholder
dependent/ including entities Committee(s) Committee
Nominee) & this listed including including this held in listed
entity this listed listed entity entities
entity including this
[with (Refer listed entity
reference to [with Regulation
Regulation reference to 26(1) of the (Refer
17A] proviso to LODR Regulation
regulation Regulations) 26(1) of the
17A(1)] & LODR
reg. 17A(2)] Regulations)

Whether Regular chairperson appointed

Whether Chairperson is related to managing director or CEO

Page 6 of 44
$PAN number of any director would not be displayed on the website of Stock Exchange
&Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories
separating them with hyphen
* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of
the listed entity in continuity without any cooling off period.

II. Composition of Committees

Name of Committee Whether Regular Name of Category Date of Date of
chairperson appointed Committee (Chairperson/Executive/Non- Appointment Cessation
members Executive/independent/
Nominee) &
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee (if
applicable)
4. Stakeholders Relationship Committee
&Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating
them with hyphen

III. Meeting of Board of Directors

Date(s) of Meeting in Whether Number of Number of Date(s) of Meeting in Maximum gap between any two
the relevant quarter requirement of Directors independent the previous quarter consecutive meetings (in number of days)
Quorum met* present* directors present*

Yes / No
* to be filled in only for the current quarter meetings

Page 7 of 44
IV. Meeting of Committees
Name of the Date(s) of Whether Number of Number of Date(s) of Maximum gap
Committee meeting of the requirement of Directors independent meeting of the between any two
committee in Quorum met present* directors present* committee in consecutive meetings
the relevant (details)* the previous in number of days**
quarter quarter
Yes / No
* to be filled in only for the current quarter meetings
** This information has to be mandatorily be given for audit committee and Risk Management Committee, for rest of the committees giving this information is
optional

V. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
2. The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee
b. Nomination & remuneration committee
c. Stakeholders relationship committee
d. Risk management committee (applicable to the top 1000 listed entities, voluntary for entities ranked 1001 to 2000)
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure
requirements) Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and
disclosure requirements) Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board
of Directors may be mentioned here:

Name & Designation

Company Secretary / Compliance Officer / Managing Director / CEO / CFO

Note:

Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent
quarter(s) of that financial year, this information may not be given by the listed entity and instead a statement “same as previous quarter” may be given.

Page 8 of 44
B. INVESTOR GRIEVANCE REDRESSAL REPORT

Investor Grievance Redressal Report

No. of investor complaints pending at the beginning of Quarter

No. of investor complaints received during the Quarter

No. of investor complaints disposed off during the Quarter

No. of investor complaints those remaining unresolved at the end

of the Quarter

C. DISCLOSURE OF ACQUISITION OF SHARES OR VOTING RIGHTS IN UNLISTED COMPANIES

The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule
III are given below:

S. Name of the unlisted Date of Aggregate holding (% % shares or voting Aggregate holding (%
No. company in which shares acquisition shares or voting rights) as rights acquired shares or voting rights)
or voting rights have at the end of the previous during the quarter as at the end of the
been acquired quarter quarter

Page 9 of 44
D. DISCLOSURE OF IMPOSITION OF FINE OR PENALTY

The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

S. Name of Nature and details Date of receipt of direction or Details of the Impact on financial,
No. the of the action(s) order, including any ad-interim violation(s)/ operation or other activities
authority taken or order(s) or interim orders, or any other contravention(s) of the listed entity,
passed communication from the committed or alleged to quantifiable in monetary
authority be committed terms to the extent possible

E. DISCLOSURE OF UPDATES TO ONGOING TAX LITIGATIONS OR DISPUTES

The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure
18 of the Master Circular are given below:

S. Name of the Date of initiation of the Status of the litigation / dispute as Current status of the
No. opposing party litigation / dispute per last disclosure litigation / dispute

Page 10 of 44
F. DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings i.e.,
2nd and 4th quarter)
HALF YEAR ENDING - ………………
I. Disclosure of Loans / guarantees / comfort letters / securities etc. refer note below

(A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to:

Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by
them
Promoter Group or any other entity
controlled by them
Directors (including relatives) or any other
entity controlled by them
KMPs or any other entity controlled by
them

(B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other
form of debt availed by:

Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during Balance outstanding at the end of
six months six months (taking into account
any invocation)
Promoter or any other entity
controlled by them
Promoter Group or any other
entity controlled by them
Directors (including
relatives) or any other entity
controlled by them
KMPs or any other entity
controlled by them

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:

Page 11 of 44
Entity Type of security (cash, Aggregate value of security provided Balance outstanding at the end of six
shares etc.) during six months months
Promoter or any other entity
controlled by them
Promoter Group or any other
entity controlled by them
Directors (including relatives)
or any other entity controlled by
them
KMPs or any other entity
controlled by them
II. Affirmations:
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt)
given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their
relatives) or any entity controlled by them are in the economic interest of the company.
Name & Designation
CEO / CFO
Note
1. These disclosures shall exclude any loan (or other form of debt), guarantee / comfort letter (by whatever name called) or security provided in
connection with any loan or any other form of debt;
a) by a government company to/ for the Government or government company
b) by the listed entity to/for its subsidiary [and joint-venture company] whose accounts are consolidated with the listed entity.
c) by a banking company or an insurance company; and
d) by the listed entity to its employees or directors as a part of the service conditions

2. If the Listed Entity would like to provide any other information, the same may be indicated as Para D in the above table.

Page 12 of 44
G. AFFIRMATIONS ON COMPLIANCE REQUIREMENTS FOR AGM (applicable only for the first half-year filing i.e., 2nd
quarter)
I Affirmations
Regulation Number Compliance status
(Yes/No/NA)refer note below
Copy of the annual report including balance sheet, profit and loss account, directors report, 46(2)
corporate governance report, BRSR & BRSR core, if applicable, displayed on website

Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d)

Presence of Chairperson of the nomination and remuneration committee at the annual general 19(3)
meeting
Presence of Chairperson of the Stakeholder Relationship committee at the annual general 20(3)
meeting
Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the 24A(1)
Annual Report
Compliance with the conditions laid down for Secretarial Auditor or the person signing the 24A(1A), 24A(1B),
Secretarial Compliance Report 24A(1C)
Submission of Annual Secretarial Compliance Report 24A(2)

Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C
of Schedule V

Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in
accordance with the requirements of LODR Regulations, "Yes" may be indicated.
2 If status is “No” details of non-compliance may be given here.
3 If the Listed Entity would like to provide any other information the same may be indicated here.

Name & Designation

Company Secretary / Compliance Officer / Managing Director / CEO / CFO

Page 13 of 44
H. WEBSITE AFFIRMATIONS (applicable only for Annual Filing i.e., 4th quarter)

I. Disclosure on website in terms of LODR Regulations

Item Compliance status If Yes provide link to
(Yes/No/NA)refer note below website. If No / NA provide
reasons
As per regulation 46(2) of the LODR:

a) Details of business
aa) Memorandum of Association and Articles of Association
ab) Brief profile of board of directors including directorship and full-time positions in body
corporates
b) Terms and conditions of appointment of independent directors
c) Composition of various committees of board of directors
d) Code of conduct of board of directors and senior management personnel
e) Details of establishment of vigil mechanism/ Whistle Blower policy
f) Criteria of making payments to non-executive directors
g) Policy on dealing with related party transactions
h) Policy for determining ‘material’ subsidiaries
i) Details of familiarization programmes imparted to independent directors
j) 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 results
m) Shareholding pattern
n) Details of agreements entered into with the media companies and/or their associates

o) (i) Schedule of analyst or institutional investor meet

(ii) Presentations prepared by the listed entity 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

Page 14 of 44
p) New name and the old name of the listed entity
q) Advertisements as per regulation 47(1)
r) Credit rating or revision in credit rating obtained
s) Separate audited financial statements of each subsidiary of the listed entity in respect of a
relevant financial year
t) Secretarial Compliance Report
u) Materiality Policy as per Regulation 30(4)
v) Disclosure of contact details of KMP who are authorized for the purpose of determining
materiality as required under regulation 30(5)
w) Disclosures under regulation 30(8)
x) Statements of deviation(s) or variations(s) as specified in regulation 32
y) Dividend distribution policy as specified in regulation 43A(1)
z) Annual return as provided under section 92 of the Companies Act, 2013
za) Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021

 Confirmation that the above disclosures are in a separate section as specified in

regulation 46(2)
 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website
and timely updation

I. AFFIRMATIONS W.R.T. COMPLIANCE WITH CORPORATE GOVERNANCE PROVISIONS (applicable only for Annual Filing i.e.,
4th quarter)

II Annual Affirmations
Particulars Regulation Number Compliance status
(Yes/No/NA)refer note below
Independent director(s) have been appointed in terms of specified 16(1)(b)
criteria of
‘independence’ and/or ‘eligibility’
Board composition 17(1), 17(1A), 17(1C), 17(1D) &
17(1E)
Meeting of Board of directors 17(2)
Quorum of Board meeting 17(2A)
Review of Compliance Reports 17(3)
Plans for orderly succession for Appointments 17(4)

Page 15 of 44
Code of Conduct 17(5)
Fees/compensation 17(6)
Minimum Information 17(7)
Compliance Certificate 17(8)
Risk Assessment & Management 17(9)
Performance Evaluation of Independent Directors 17(10)
Recommendation of Board 17(11)
Maximum number of directorships 17A
Composition of Audit Committee 18(1)
Meeting of Audit Committee 18(2)
Role of Audit Committee and information to be reviewed by the audit 18(3)
committee
Composition of nomination & remuneration committee 19(1) & (2)
Quorum of Nomination and Remuneration Committee meeting 19(2A)
Meeting of nomination & remuneration committee 19(3A)
Role of Nomination and Remuneration Committee 19(4)
Composition of Stakeholder Relationship Committee 20(1), 20(2)and 20(2A)
Meeting of stakeholder relationship committee 20 (3A)
Role of Stakeholders Relationship Committee 20(4)
Composition and role of risk management committee 21(1),(2),(3),(4)
Meeting of Risk Management Committee 21(3A)
Quorum of Risk Management Committee meeting 21(3B)
Gap between the meetings of the Risk Management Committee 21(3C)
Vigil Mechanism 22
Policy for related party Transaction 23(1), (1A), (5) ,(6),& (8)
Prior or Omnibus approval of Audit Committee for all related party 23(2), (3)
transactions
Approval for material related party transactions 23(4)
Disclosure of related party transactions on consolidated basis 23(9)
Composition of Board of Directors of unlisted material Subsidiary 24(1)
Other Corporate Governance requirements with respect to subsidiary of 24(2),(3),(4),(5) & (6)
listed entity
Alternate Director to Independent Director 25(1)
Maximum Tenure 25(2)
Appointment, Re-appointment or removal of an Independent Director 25(2A)
through special resolution or the alternate mechanism

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Meeting of independent directors 25(3) & (4)
Familiarization of independent directors 25(7)
Declaration from Independent Director 25(8) & (9)
Directors and Officers insurance 25(10)
Confirmation with respect to appointment of Independent Directors who 25(11)
resigned from the listed entity
Memberships in Committees 26(1)
Affirmation with compliance to code of conduct from members of Board 26(3)
of Directors and Senior management Personnel
Policy with respect to Obligations of directors and senior management 26(2) & 26(5)
Approval of the Board and shareholders for compensation or profit 26(6)
sharing in connection with dealings in the securities of the listed entity.
Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3)
Note
1. In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in
accordance with the requirements of LODR Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions,
the words “N.A.” may be indicated.
2. If status is “No” details of non-compliance may be given here.
3. If the Listed Entity would like to provide any other information the same may be indicated here.

III Affirmations:
The Listed Entity has approved the Material Subsidiary Policy and the Corporate Governance requirements with respect to the subsidiary of Listed Entity
have been complied.

Name & Designation

Company Secretary / Compliance Officer / Managing Director / CEO / CFO

Page 17 of 44
FORMAT FOR QUARTERLY INTEGRATED FILING (FINANCIAL)
A. FINANCIAL RESULTS

Formats for unaudited / audited quarterly financial results i.e., Statement of Profit and Loss and the unaudited / audited half-yearly balance sheet
to be submitted by listed entities shall be as per the formats for balance sheet and statement of profit and loss (excluding notes and detailed sub-
classification) as prescribed in Schedule III to the Companies Act, 2013, as amended from time to time. Listed banking and insurance companies
shall follow the formats as prescribed under the respective Acts / Regulations and / or as specified by the sectoral regulators. While publishing
the quarterly financial results, listed entities shall also publish the figures relating to the periods as mentioned in para 5 of section III-A of SEBI
Master Circular dated November 11, 2024.
B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PUBLIC ISSUE, RIGHTS ISSUE, PREFERENTIAL ISSUE,
QUALIFIED INSTITUTIONS PLACEMENT ETC.

Statement on deviation / variation in utilisation of funds raised

Name of listed entity
Mode of Fund Raising Public Issues / Rights
Issues / Preferential
Issues / QIP / Others

Date of Raising Funds

Amount Raised
Report filed for Quarter ended
Monitoring Agency applicable / not
applicable
Monitoring Agency Name, if applicable
Is there a Deviation / Variation in use of funds Yes / No
raised

Page 18 of 44
If yes, whether the same is pursuant to change
in terms of a contract or objects, which was
approved by the shareholders

If Yes, Date of shareholder Approval

Explanation for the Deviation / Variation
Comments of the Audit Committee after review
Comments of the auditors, if any

Objects for which funds have been raised and

where there has been a deviation, in the
following table
Original Object Modified Object, if any Original Modified Funds Amount of Remarks if
Allocation allocation, Utilised Deviation/Variation any
if any for the quarter
according to
applicable object

Deviation or variation could mean:

(a) Deviation in the objects or purposes for which the funds have been raised or
(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or
(c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc.

Name of Signatory
Designation

Page 19 of 44
C. FORMAT FOR DISCLOSING OUTSTANDING DEFAULT ON LOANS AND DEBT SECURITIES

S. No. Particulars in INR crore

1. Loans / revolving facilities like cash credit from banks / financial institutions
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on date
2. Unlisted debt securities i.e. NCDs and NCRPS
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on date
3. Total financial indebtedness of the listed entity including short-term
and long-term debt

Page 20 of 44
D. FORMAT FOR DISCLOSURE OF RELATED PARTY TRANSACTIONS (applicable only for half-yearly filings i.e., 2nd and
4th quarter)
Additional disclosure of related party transactions - applicable only in case the
related party transaction relates to loans, inter-corporate deposits, advances
or investments made or given by the listed entity/subsidiary. These details
need to be disclosed only once, during the reporting period when such
transaction was undertaken.
Value of
the related
Value of
party Value of
Details of the Type of the related
transaction transaction In case monies
party (listed related party In case any financial
as during the are due to
entity party transaction indebtedness is incurred
approved reporting either party as Details of the loans, inter-corporate deposits,
/subsidiary) Details of the counterparty transaction ratified by to make or give loans,
by the period a result of the advances or investments
entering into (see Note the audit inter-corporate deposits,
audit (see Note transaction
the 5) committee advances or investments
committee 6c) (see Note 1)
transaction (see Note
(see Note
6b)
6a)
S.
No Purpose
for
which
Nature the
Relationship
Nature of Cost (loan/ funds
of the
indebtedness advance/ will be
counterparty Opening Closing Interest Secured/
Name PAN Name PAN (loan/ issuance (see Tenure inter- Tenure utilised
with the listed balance balance Rate (%) unsecured
of debt/ any Note corporate by the
entity or its
other etc.) 7) deposit/ ultimate
subsidiary
investment recipient
of funds
(end-
usage)

Tota
l (of
Note
6b)

Page 21 of 44
Notes:

1. The details in this format are required to be provided for all transactions undertaken during the reporting period. However, opening and closing
balances, including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the
reporting period.

2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries),
it may be reported once.

3. Listed banks shall not be required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits,
advances or investments made or given by the listed banks.

4. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended
March 31. Companies with financial years ending in other months, the six months period shall apply accordingly.

5. Each type of related party transaction (for e.g. sale of goods/services, purchase of goods/services or whether it involves a loan, inter-corporate deposit,
advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type.
However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with
the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no
netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately,
without any netting off.

6. In case of a multi-year related party transaction:

a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column “Value of the
related party transaction as approved by the audit committee”.
b. The value of the related party transaction ratified by the audit committee shall be disclosed in the column “Value of the related party
transaction ratified by the audit committee”.
c. The value of the related party transaction undertaken in the reporting period shall be reported in the column “Value of related party
transaction during the reporting period”.

7. "Cost" refers to the cost of borrowed funds for the listed entity.

Page 22 of 44
8. PAN will not be displayed on the website of the Stock Exchange(s).

9. Transactions such as acceptance of fixed deposits by banks/NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all
shareholders/ public shall also be reported.

E. STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION) SUBMITTED ALONG-
WITH ANNUAL AUDITED FINANCIAL RESULTS (Standalone and Consolidated separately) (applicable only for Annual Filing
i.e., 4th quarter)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, ........
(See regulation 33 of the SEBI (LODR) Regulations, 2015)

Audited Figures Adjusted Figures

I. (as reported before (audited figures after
Sl. adjusting for qualifications) adjusting for
Particulars qualifications)
No.

1. Turnover / Total income - -

2. Total Expenditure - -

3. Net Profit/(Loss) - -

4. Earnings Per Share - -

5. Total Assets - -

Page 23 of 44
6. Total Liabilities - -

7. Net Worth - -

8. Any other financial item(s) (as felt appropriate by the - -

management)

II. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification:
b. Type of Audit Qualification: Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views:
e. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reasons for the same:
(iii) Auditors' Comments on (i) or (ii) above:
III. Signatories:
• CEO/Managing Director
• CFO
• Audit Committee Chairman
• Statutory Auditor
Place:
Date:

*****

Page 24 of 44
Annexure 2
DISQUALIFICATIONS FOR A SECRETARIAL AUDITOR
1. For the purpose of Regulation 24A(1A) of the LODR Regulations, the following persons
shall not be eligible to be appointed or continue as a Secretarial Auditor of the listed entity,
namely: —
a) a body corporate other than a limited liability partnership registered under the
Limited Liability Partnership Act, 2008;
b) an officer or employee of the listed entity;
c) a person who is a partner, or who is in the employment, of an officer or employee
of the listed entity;
d) a person who, or his relative or partner—
i. is holding security of or interest in the listed entity or its subsidiary, or of its
holding or associate entity or a subsidiary of such holding entity to which
the listed entity is also a subsidiary, of face value not exceeding one lakh
rupees;
ii. is indebted to the listed entity, or its subsidiary, or its holding or associate
entity or a subsidiary of such holding entity to which the listed entity is also
a subsidiary, not exceeding five lakh rupees; or
iii. has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, or its subsidiary, or its
holding or associate entity or a subsidiary of such holding entity to which
the listed entity is also a subsidiary, not exceeding one lakh rupees;
e) a person or a firm who, whether directly or indirectly, has business relationship with
the listed entity, or its subsidiary, or its holding or associate entity or subsidiary of
such holding entity;
Explanation I — For the purposes of this clause, the term “business relationship”
shall be construed as any transaction entered into for a commercial purpose,
except -
i. commercial transactions which are in the nature of professional services
permitted to be rendered by a secretarial auditor or secretarial audit firm
under the Companies Act, 2013, Securities and Exchange Board of India Act,
1992, Companies Secretaries Act, 1980, and the rules or the regulations
made under those Acts;
ii. commercial transactions which are in the ordinary course of business of the
company at arm’s length price - like sale of products or services to the
secretarial auditor, as customer, in the ordinary course of business, by
companies engaged in the business of telecommunications, airlines,
hospitals, hotels and such other similar businesses.

Explanation II — For the purpose of this clause, the term “directly or indirectly” shall
mean, —
i. in case of an individual, either himself or through his relative or any other
person connected or associated with such individual or through any other
entity, whatsoever, in which such individual has significant influence or
control, or whose name or trade mark or brand is used by such individual;

Page 25 of 44
ii. in case of a firm, either itself or through any of its partners or through its
parent, subsidiary or associate entity or through any other entity,
whatsoever, in which the firm or any partner of the firm has significant
influence or control, or whose name or trade mark or brand is used by the
firm or any of its partners.

f) a person whose relative is a director or is in the employment of the listed entity as

a director or key managerial personnel;
g) a person who is in full time employment elsewhere or a person or a partner of a
firm holding appointment as its secretarial auditor, if such persons or partner is at
the date of such appointment or reappointment holding appointment as secretarial
auditor of 15 or more than 15 companies;
h) a person who has been convicted by a court of an offence involving fraud and a
period of ten years has not elapsed from the date of such conviction;
i) a person who, directly or indirectly, renders any service referred to in sub-
regulation (1B) of regulation 24A to the listed entity or its holding or its subsidiary
entities.

*****

Page 26 of 44
Annexure 3
SERVICES NOT TO BE RENDERED BY THE SECRETARIAL AUDITOR

1. For the purpose of Regulation 24A(1B) of the LODR Regulations, a secretarial auditor
appointed under the LODR regulations, shall not provide any of the following services
(whether such services are rendered directly or indirectly) to the listed entity, or its holding
entity or subsidiary entity, namely:
i. internal audit;
ii. design and implementation of any compliance management system,
information system, policy framework, systems or processes for
compliance;
iii. investment advisory services;
iv. investment banking services;
v. rendering of outsourced compliance management, record keeping &
maintenance services;
vi. management services; and
vii. any other kind of services as may be specified from time to time.

Explanation:- The term “directly or indirectly” shall include rendering of services by the
secretarial auditor, —
iii. in case of secretarial auditor being an individual, either himself or through
his relative or any other person connected or associated with such
individual or through any other entity, whatsoever, in which such individual
has significant influence or control, or whose name or trade mark or brand
is used by such individual;
iv. in case of secretarial auditor being a firm, either itself or through any of its
partners or through its parent, subsidiary or associate entity or through any
other entity, whatsoever, in which the firm or any partner of the firm has
significant influence or control, or whose name or trade mark or brand is
used by the firm or any of its partners.

*****

Page 27 of 44
Annexure 4
CHANGES TO SEBI MASTER CIRCULAR DATED NOVEMBER 11, 2024

Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Changes pursuant to implementation of Integrated Filing
Chapter II, Section II- 1. The applicability of the corporate To be omitted as it will become Section II-B of Chapter 2 along with
B governance provisions of the LODR part of Integrated Filing Annexures 3, 4, 5 and 6 shall be omitted.
Regulations i.e., regulations 17 to 27 (Governance).
and certain provisions of regulation 46
and Schedule V, is specified in
regulation 15(2) of the LODR
Regulations.

2. In terms of regulation 27(2) of LODR

Regulations, the listed entity is required
to submit a quarterly compliance report
on corporate governance in the format
specified by the Board from time to
time, to recognised Stock Exchange(s).

3. Accordingly, the submission of

compliance report on Corporate
Governance shall be as under:

a) Annexure 3 – on quarterly basis

b) Annexure 4 – at the end of the financial
year
c) Annexure 5 – at the end of 6 months
from the close of financial year
d) Annexure 6 – on a half yearly basis.

Page 28 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular

4. Listed entities shall submit the

compliance report on corporate
governance as per the formats
specified above. In case of non-
applicability of the corporate
governance provisions, the listed entity
shall submit a declaration to that effect,
duly signed by the compliance officer or
the chief executive officer accompanied
by a certificate from a PCA or a PCS, to
the Stock Exchange(s), at the beginning
of every financial year.
Chapter III, Section 3. Therefore, the formats for unaudited / The formats shall be as 3. Therefore, listed entities shall follow
III-A, Para 3 audited quarterly financial results i.e., specified in Integrated Filing the formats specified in Integrated Filing
Statement of Profit and Loss and the (Financial). (Financial) for unaudited / audited
unaudited / audited half-yearly balance quarterly financial results i.e., Statement
sheet to be submitted by listed entities shall of Profit and Loss and the unaudited /
be as per the formats for balance sheet and audited half-yearly balance sheet to be
statement of profit and loss (excluding submitted by listed entities shall be as
notes and detailed sub-classification) as per the formats for balance sheet and
prescribed in Schedule III to the Companies statement of profit and loss (excluding
Act, 2013, as amended from time to time. notes and detailed sub-classification) as
Listed banking and insurance companies prescribed in Schedule III to the
shall follow the formats as prescribed Companies Act, 2013, as amended from
under the respective Acts / Regulations time to time. Listed banking and
and / or as specified by the sectoral insurance companies shall follow the
regulators. formats as prescribed under the
respective Acts / Regulations and / or
as specified by the sectoral regulators.

Page 29 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Chapter III, Section 8. The financial results published in the Reference to the regulations to 8. The detailed financial results
III-A, Para 8 newspapers in terms of regulation 47(1)(b) be updated based on the recent published in the newspapers in terms of
of the LODR Regulations shall be in the amendments. regulation 47(1)(b) of the LODR
format as specified in Annexure 9 to this Regulations shall be in the format as
circular. The banking and insurance specified in Annexure 9 to this circular.
companies may include additional The banking and insurance companies
disclosures, if any, specified by the sectoral may include additional disclosures, if
regulators. any, specified by the sectoral regulators.
Chapter III, Section 18. Therefore, every listed entity shall Reference to be given to the 18. Therefore, every listed entity shall
III-A, Para 18 submit the Statement on Impact of Audit format specified in Integrated submit the Statement on Impact of Audit
Qualifications, for audit report with modified Filing (Financial). Qualifications, for audit report with
opinion, in the format specified at Annexure modified opinion, in the format specified
12 to this circular. The management of the in Integrated Filing (Financial) at
listed entity shall have the option to explain Annexure 12 to this circular. The
its views on the audit qualifications. The management of the listed entity shall
recognized stock exchange(s) shall review have the option to explain its views on
the aforesaid statement in terms of the audit qualifications. The recognized
regulation 95 of the LODR Regulations and stock exchange(s) shall review the
monitor it as part of its regular monitoring as aforesaid statement in terms of
specified in regulation 97 of the LODR regulation 95 of the LODR Regulations
Regulations. and monitor it as part of its regular
monitoring as specified in regulation 97
of the LODR Regulations.

Chapter III, Section 2. Accordingly, listed entities shall make Reference to be given to the 2. Accordingly, listed entities shall make
III-B, para 2 RPT disclosures in the format specified in format specified in Integrated RPT disclosures in the format specified
Annexure 13 to this circular. Filing (Financial). in Integrated Filing (Financial)
Annexure 13 to this circular.

Page 30 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Chapter III, Section 2. A common format for such reporting will Reference to be given to the 2. A common format for such reporting
III-C, para 2 aid the monitoring of the end use of issue format specified in Integrated will aid the monitoring of the end use of
proceeds raised by listed entities through Filing (Financial). issue proceeds raised by listed entities
public issue, rights issue, preferential issue, through public issue, rights issue,
QIP etc. by Stock Exchanges. Hence, for preferential issue, QIP etc. by Stock
the purpose of compliance with regulations Exchanges. Hence, for the purpose of
32(1), 32(2) and 32(3) of the LODR compliance with regulations 32(1), 32(2)
Regulations, listed entities shall follow the and 32(3) of the LODR Regulations,
format specified at Annexure 14 to this listed entities shall follow the format
circular. specified in Integrated Filing (Financial)
at Annexure 14 to this circular.

3. The salient features of the format are as 3. The salient features of the format are
under: as under:

3.1) Applicability: The format shall be 3.1) Applicability: The format shall be
applicable for funds raised by listed entities applicable for funds raised by listed
through public issue, rights issue, entities through public issue, rights
preferential issue, QIPs etc. issue, preferential issue, QIPs etc.

3.2) Frequency of Disclosure: The Timeline to be omitted. The 3.2) Frequency of Disclosure: The
disclosure to the Stock Exchange(s) shall timeline for Integrated Filing disclosure to the Stock Exchange(s)
be made by listed entities on quarterly basis (Financial) would be applicable. shall be made by listed entities on
along with the declaration of financial quarterly basis along with the
results (within 45 days of end of each declaration of financial results (within 45
quarter / 60 days from the end of the last days of end of each quarter / 60 days
quarter of the financial year) until such from the end of the last quarter of the
funds are fully utilised or the purpose for financial year) as part of the Integrated
which these proceeds were raised has Filing (Financial) until such funds are
been achieved. fully utilised or the purpose for which

Page 31 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
…. these proceeds were raised has been
achieved.
….

4. A NIL report shall be submitted by listed To be omitted. 4. A NIL report shall be submitted by
entities that do not have any deviation or listed entities that do not have any
variation in the funds raised. deviation or variation in the funds raised.

Chapter V, Section 5.2 Disclosures specified in the table below The format for quarterly 5.2 Disclosures specified in the table
V-B, Para 5.2 shall be made by listed entities, if on the last disclosure of outstanding below shall be made by listed entities, if
date of any quarter: default on loans / debt on the last date of any quarter:
a. Any loan including revolving securities has been made part a. Any loan including revolving
facilities like cash credit from banks of the Integrated Filing facilities like cash credit from
/ financial institutions where the (Financial). Therefore, the banks / financial institutions
default continues beyond 30 days or existing timeline mentioned in where the default continues
b. There is any outstanding debt the circular to be omitted. beyond 30 days or
security under default. b. There is any outstanding debt
….. security under default.
…..
The above disclosure shall be made within
7 days from the end of each quarter. The above disclosure shall be part of the
quarterly Integrated Filing (Financial) of
the listed entity made within 7 days from
the end of each quarter.

Page 32 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Changes required for implementation of System driven disclosure of certain filings

Chapter II, Section II- 6. All listed entities shall also disclose The provision needs to be 6. All listed entities shall also ensure
A para 6 of the details pertaining to foreign ownership modified to take into account discloseure of details pertaining to
Master Circular. limits indicating the board approved system driven disclosure of foreign ownership limits indicating
limits and utilization in the format shareholding pattern. the board approved limits and
prescribed in Table VI of Annexure 2 to utilization in the format prescribed in
this circular. Table VI of Annexure 2 to this
circular.
Chapter II, Section II- 8.3 The Depositories shall provide the Under system driven 8.3 The Depositories shall provide the
A para 8 of the shareholding data to listed entities in the disclosure, data needs to be shareholding data to listed entities and /
Master Circular. requisite categorization as specified in this made available by depositories or Stock Exchanges in the requisite
Section. to Stock Exchanges also as categorization as specified in this
dissemination would happen at Section.
the Stock Exchanges’ end after
obtaining necessary
confirmations from the listed
entity.

Chapter II, Section II- 9. Listed entities shall disclose the The provision needs to be 9. Listed entities shall ensure
A para 9 of the shareholding pattern in the formats modified to take into account discloseure of the shareholding pattern
Master Circular. specified above for the purpose of system driven disclosure of in the formats specified above for the
compliance with regulation 31(1)of the shareholding pattern. purpose of compliance with regulation
LODR Regulations. 31(1)of the LODR Regulations.

Page 33 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Changes pursuant to other recommendations of the Expert Committee
Chapter VII, Section Regulation Rs. 5,000 Fines to be imposed for non- Regulation Rs. 5,000
VII-A, para 6.1, sl. 31A(3)(a) per day compliance with the timelines 31A(3)(a)(ii) / (iii) / per day
No. 19 of the Master specified for various events (v) / (vii)
Circular relating to reclassification of
Non-compliance
promoter / promoter group into
pertaining to delay public. Non-compliance
in submission of pertaining to delay in
reclassification submission of with
application to stock the requirements for
exchanges reclassification of
promoter / promoter
group entity
application to stock
exchanges
Chapter VI, section 2.1 Group Governance Unit: Bringing in clarity on the 2.1 Group Governance Unit:
VI-H, para 2.1 of the provisions relating to
Master Circular. 2.1.1 Where the listed entity has a large composition of Group 2.1.1 Where the listed entity has a
Governance Unit as suggested
number of unlisted subsidiaries: large number of unlisted
by the Expert Committee.
i. The listed entity may monitor subsidiaries:
their governance through a i. The listed entity may monitor
dedicated group governance their governance through a
unit or Governance Committee dedicated group governance
comprising the members of its unit or Governance
board of directors. Committee comprising the

Page 34 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
ii. A strong and effective group members of its board of
governance policy may be directors.
established by the entity. ii. A strong and effective group
iii. The decision of setting up of governance policy may be
such a unit/committee or having established by the entity.
such a policy shall lie with the iii. The decision of setting up of
board of directors of the listed such a unit/committee or
entity. having such a policy shall lie
with the board of directors of
the listed entity.
Annexure 18, Para - In case of ‘to be incorporated’ 1.1.A. Acquisition of ‘to be
A, sub-para 1 of the companies, the relevant details incorporated’ companies:
Master Circular. to be provided at the time of (i) name of the entity, date & country
acquisition of such companies of incorporation, etc.;
to be separately specified after (ii) name of holding company of the
point 1.1 under sub-para 1 of incorporated company and relation
Para A of Annexure 18 of the with the listed entity;
Master Circular. (iii) industry to which the entity being
incorporated belongs;
(iv) brief background about the entity
incorporated in terms of products /
line of business;
(v) brief details of any governmental or
regulatory approvals required for
the incorporation;
(vi) nature of consideration - whether
cash consideration or share swap
and details of the same;

Page 35 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
(vii) cost of subscription / price at which
the shares are subscribed;
(viii) percentage of shareholding /
control by the listed entity and / or
number of shares allotted.

Annexure 18, Para 8. Pendency of any litigation(s) or The manner of disclosure of tax 8. Pendency of any litigation(s) or
B, sub-para 8 of the dispute(s) or the outcome thereof which litigation or dispute based on dispute(s) or the outcome thereof
Master Circular. may have an impact on the listed entity: application of materiality criteria which may have an impact on the
The listed entity shall notify the stock to be specified under sub-para listed entity: The listed entity shall
exchange(s) upon it or its director or its key 8 of Para B of Annexure 18 of notify the stock exchange(s) upon it or
management personnel or its senior the Master Circular. its director or its key management
management or its promoter or its personnel or its senior management or
subsidiary becoming party to any litigation, its promoter or its subsidiary becoming
assessment, adjudication, arbitration or party to any litigation, assessment,
dispute in conciliation proceedings or upon adjudication, arbitration or dispute in
institution of any litigation, assessment, conciliation proceedings or upon
adjudication, arbitration or dispute including institution of any litigation, assessment,
any ad-interim or interim orders passed adjudication, arbitration or dispute
against or in favour of the listed entity, the including any ad-interim or interim
outcome of which can reasonably be orders passed against or in favour of the
expected to have an impact. In case the listed entity, the outcome of which can
amount involved in ongoing litigations or reasonably be expected to have an
disputes with an opposing party become impact. In case the amount involved in
material on a cumulative basis, then the ongoing litigations or disputes with an
same shall also be required to be disclosed opposing party become material on a
to the stock exchange(s). cumulative basis, then the same shall
also be required to be disclosed to the
stock exchange(s).

Page 36 of 44
Chapter / section Existing provision Changes proposed to the Revised provision of the Master
number and para existing provision Circular*
number of the
Master Circular
Explanation - Tax litigations or disputes,
including demand notices, penalties,
etc., shall be disclosed under sub-para 8
of Para B based on application of criteria
for materiality in the following manner:
(i) Disclosure of new tax litigations or
disputes within twenty-four hours
from the receipt of notice by the
listed entity.
(ii) Quarterly updates on ongoing tax
litigations or disputes in the format
as may be specified.
(iii) Tax litigations or disputes, the
outcomes of which are likely to have
a high correlation, should be
cumulated for determining
materiality.
Annexure 18A of the Annexure 18A of the Master Annexure 18A of the Master Circular
Master Circular. Circular on timelines for stands substituted by Annexure 5 to this
disclosure of material events or circular.
information is being modified in
line with the amendments to the
LODR Regulations and
changes to Annexure 18 of the
Master Circular.
*the text in red indicates additions or deletions to the existing provision.

******

Page 37 of 44
Annexure 5

TIMELINE FOR DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III OF THE

LODR REGULATIONS

1. Regulation 30(6) of the LODR Regulations specifies that the listed entity shall first
disclose to the stock exchange(s) all events or information which are material in terms
of the provisions of the LODR Regulations as soon as reasonably possible and in any
case not later than the following:
i. thirty minutes from the closure of the meeting of the board of directors in which
the decision pertaining to the event or information has been taken; however,
in case the meeting of the board of directors closes after normal trading hours
of that day but more than three hours before the beginning of the normal
trading hours of the next trading day, the listed entity shall disclose the decision
pertaining to the event or information, within three hours from the closure of
the board meeting;
ii. twelve hours from the occurrence of the event or information, in case the event
or information is emanating from within the listed entity;
iii. twenty four hours from the occurrence of the event or information, in case the
event or information is not emanating from within the listed entity.

Further, disclosure with respect to events for which timelines have been specified in
Part A of Schedule III of the LODR Regulations shall be made within such timelines.

2. In order to bring clarity in the above timelines for disclosure of material events or
information, the timeline for disclosure of events specified in Part A of Schedule III of
the LODR Regulations is given in the table below:

Table I: Timeline for disclosure of events specified in Part A of Schedule III of the
LODR Regulations

Para
/
Events Timeline for disclosure
sub-
para
A. Events which shall be disclosed without any
application of the guidelines for materiality as
specified in sub-regulation (4) of regulation (30):
1. Acquisition(s) (including agreement to acquire), Within 12 hours *
Scheme of Arrangement (amalgamation/ merger/
demerger/restructuring), sale or disposal of any Acquisition of shares or
unit(s), division(s), whole or substantially the whole of voting rights by listed
the undertaking(s) or subsidiary of the listed entity, entities in an unlisted
sale of stake in the associate company of the listed company, aggregating to
entity or any other restructuring. 5% or any subsequent
change in holding
exceeding 2%, shall be

Page 38 of 44
Para
/
Events Timeline for disclosure
sub-
para
disclosed quarterly as part
of Integrated Filing
(Governance).
2. Issuance or forfeiture of securities, split or Within 12 hours *
consolidation of shares, buyback of securities, any
restriction on transferability of securities or alteration
in terms or structure of existing securities including
forfeiture, reissue of forfeited securities, alteration of
calls, redemption of securities etc.
3. New Ratings(s) or Revision in Rating(s). Within 24 hours
4. Outcome of Meetings of the board of directors As specified in clause (i) of
Regulation 30(6) of LODR.
5. Agreements (viz. shareholder agreement(s), joint Within 12 hours * (for
venture agreement(s), family settlement agreements where listed
agreement(s) (to the extent that it impacts entity is a party);
management and control of the listed entity),
agreement(s)/treaty(ies)/contract(s) with media Within 24 hours
companies) which are binding and not in normal (for agreements where
course of business, revision(s) or amendment(s) and listed entity is not a party).
termination(s) thereof.

5A. Agreements entered into by the shareholders, Within 12 hours * (for

promoters, promoter group entities, related parties, agreements where listed
directors, key managerial personnel, employees of entity is a party);
the listed entity or of its holding, subsidiary or
associate company, among themselves or with the Within 24 hours
listed entity or with a third party, solely or jointly, (for agreements where
which, either directly or indirectly or potentially or listed entity is not a party).
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, shall be disclosed to the Stock Exchanges,
including disclosure of any rescission, amendment or
alteration of such agreements thereto, whether or not
the listed entity is a party to such agreements:
Provided that such agreements entered into by a
listed entity in the normal course of business shall not
be required to be disclosed unless they, either directly
or indirectly or potentially or whose purpose and effect
is to, impact the management or control of the listed
entity or they are required to be disclosed in terms of
any other provisions of these regulations.

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Para
/
Events Timeline for disclosure
sub-
para
6. Fraud or defaults by a listed entity, its promoter, Within 24 hours
director, key managerial personnel, senior
management or subsidiary or arrest of key managerial
personnel, senior management, promoter or director
whether occurred within India or abroad.
7. Change in directors, key managerial personnel Within 12 hours * (except
(Managing Director, Chief Executive Officer, Chief in case resignation);
Financial Officer, Company Secretary etc.), senior
management, Auditor and Compliance Officer. Within 24 hours (in case of
resignation)
7A. In case of resignation of the auditor of the listed entity, Timeline as specified in
detailed reasons for resignation of auditor, as given by sub-para 7A of Para A of
the said auditor. Schedule III.
7B. Resignation of independent director including reasons Timeline as specified in
for resignation. sub-para 7B of Para A of
Schedule III.
7C. Letter of resignation along with detailed reasons for Timeline as specified in
the resignation as given by the key managerial sub-para 7C of Para A of
personnel, senior management, Compliance Officer Schedule III.
or director.
7D. In case the Managing Director or Chief Executive Within 12 hours *
Officer of the listed entity was indisposed or
unavailable to fulfil the requirements of the role in a
regular manner for more than forty five days in any
rolling period of ninety days, the same along with the
reasons for such indisposition or unavailability, shall
be disclosed to the stock exchange(s).
8. Appointment or discontinuation of share transfer Within 12 hours *
agent.
9. Resolution plan/ Restructuring in relation to Within 24 hours
loans/borrowings from banks/financial institutions.
10. One time settlement with a bank. Within 24 hours
11. Winding-up petition filed by any party / creditors. Within 24 hours
12. Issuance of notices, call letters, resolutions and Within 12 hours *
circulars sent to shareholders, debenture holders or
creditors or any class of them or advertised in the
media by the listed entity.
13. Proceedings of annual and extraordinary general Within 12 hours *
meetings of the listed entity.
14. Amendments to memorandum and articles of Within 12 hours *
association of listed entity, in brief.

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Para
/
Events Timeline for disclosure
sub-
para
15. (a) Schedule of analysts or institutional investors Timeline as specified in
meet and presentations made by the listed entity sub-para 15 of Para A of
to analysts or institutional investors. Schedule III.
(b) Audio or video recordings and transcripts of post
earnings/quarterly calls, by whatever name
called, conducted physically or through digital
means.
16. Events in relation to the corporate insolvency Within 24 hours
resolution process (CIRP) of a listed corporate debtor
under the Insolvency Code.
17. Initiation of Forensic audit: In case of initiation of Within 12 hours *
forensic audit, (by whatever name called), the (if initiated by the listed
following disclosures shall be made to the stock entity);
exchanges by listed entities:
(a) The fact of initiation of forensic audit along-with Within 24 hours
name of entity initiating the audit and reasons (if initiated by external
for the same, if available; agency).
(b) Final forensic audit report (other than for
forensic audit initiated by regulatory /
enforcement agencies) on receipt by the listed
entity along with comments of the
management, if any.
18. Announcement or communication through social Within 24 hours
media intermediaries or mainstream media by
directors, promoters, key managerial personnel or
senior management of a listed entity, in relation to any
event or information which is material for the listed
entity in terms of regulation 30 of these regulations
and is not already made available in the public domain
by the listed entity.
19. Action(s) initiated or orders passed by any regulatory, Within 24 hours
statutory, enforcement authority or judicial body
against the listed entity or its directors, key managerial
personnel, senior management, promoter or
subsidiary, in relation to the listed entity, in respect of
the following:
(a) search or seizure; or
(b) re-opening of accounts under section 130 of
the Companies Act, 2013; or
(c) investigation under the provisions of Chapter
XIV of the Companies Act, 2013;

Page 41 of 44
Para
/
Events Timeline for disclosure
sub-
para
20. Action(s) taken or orders passed by any regulatory, Within 24 hours
statutory, enforcement authority or judicial body
against the listed entity or its directors, key managerial Imposition of fine or penalty
personnel, senior management, promoter or which are lower than the
subsidiary, in relation to the listed entity, in respect of monetary thresholds
the following: specified under Para A(20)
(a) suspension; of Part A of Schedule III of
(b) Imposition of fine or penalty; LODR shall be disclosed
(c) settlement of proceedings; quarterly as part of
(d) debarment; Integrated Filing
(e) disqualification; (Governance).
(f) closure of operations;
(g) sanctions imposed;
(h) warning or caution; or
(i) any other similar action(s) by whatever name
called;
21. Voluntary revision of financial statements or the report Within 12 hours *
of the board of directors of the listed entity under
section 131 of the Companies Act, 2013.
B. Events which shall be disclosed upon application
of the guidelines for materiality referred sub-
regulation (4) of regulation (30)
1. Commencement or any postponement in the date of Within 12 hours *
commencement of commercial production or
commercial operations of any unit/division
2. Any of the following events pertaining to the listed Within 12 hours *
entity:
(i) arrangements for strategic, technical,
manufacturing, or marketing tie-up; or
(ii) adoption of new line(s) of business; or
(iii) closure of operation of any unit, division, or
subsidiary (entirety or piecemeal)
3. Capacity addition or product launch. Within 12 hours *
4. Awarding, bagging/ receiving, amendment or Within 24 hours
termination of awarded/bagged orders/contracts not
in the normal course of business.
5. Agreements (viz. loan agreement(s) or any other Within 12 hours * (for
agreement(s) which are binding and not in normal agreements where listed
course of business) and revision(s) or amendment(s) entity is a party);
or termination(s) thereof.
Within 24 hours

Page 42 of 44
Para
/
Events Timeline for disclosure
sub-
para
(for agreements where
listed entity is not a party).
6. Disruption of operations of any one or more units or Within 24 hours
division of the listed entity due to natural calamity
(earthquake, flood, fire etc.), force majeure or events
such as strikes, lockouts etc.
7. Effect(s) arising out of change in the regulatory Within 24 hours
framework applicable to the listed entity.
8. Pendency of any litigation(s) or dispute(s) or the Within 24 hours (except as
outcome thereof which may have an impact on the provided under Regulation
listed entity. 30(6) of LODR)

Updates on ongoing tax

litigations or disputes shall
be disclosed quarterly as
part of Integrated Filing
(Governance).
9. Frauds or defaults by employees of the listed entity Within 24 hours
which has or may have an impact on the listed entity.
10. Options to purchase securities including any Within 12 hours *
ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a Within 12 hours *
surety, by whatever name called, for any third party.
12. Granting, withdrawal, surrender, cancellation or Within 24 hours
suspension of key licenses or regulatory approvals.
13. Delay or default in the payment of fines, penalties, Within 12 hours *
dues, etc. to any regulatory, statutory, enforcement or
judicial authority.
C. Any other information/event viz. major development Within 24 hours
that is likely to affect business, e.g. emergence of new
technologies, expiry of patents, any change of
accounting policy that may have a significant impact
on the accounts, etc. and brief details thereof and any
other information which is exclusively known to the
listed entity which may be necessary to enable the
holders of securities of the listed entity to appraise its
position and to avoid the establishment of a false
market in such securities.
D. Without prejudice to the generality of para (A), (B) and Timeline as specified by
(C) above, the listed entity may make disclosures of the Board.
event/information as specified by the Board from time
to time.

Page 43 of 44
* Note: In case the event or information emanates from a decision taken in a meeting of
board of directors, the same shall be disclosed within 30 minutes or 3 hours, as applicable
as per Regulation 30(6), from the closure of such meeting as against the timeline indicated
in the table above.

3. The timeline for making disclosure under Regulation 30A of the LODR Regulations is
given below:
 Reg. 30A(1): the parties to the agreements shall inform the listed entity about
the agreement to which such a listed entity is not a party within two working
days of entering into the agreement or signing an agreement to enter into such
agreements.

*****

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