BRIEF SYNOPSIS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING

OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT)

REGULATIONS, 2021

Regulation New Provision (effective immediately unless otherwise prescribed)

21) Risk Management Number of meetings: At least twice in a year, and not more than one
Committee hundred and eighty days shall elapse between any two consecutive
meetings.
Quorum: Two members or one third of the members of the
committee, whichever is higher.
Roles and responsibilities: Laid down in Annexure – A.
24) Corporate A listed entity shall not dispose of shares in its material subsidiary
governance resulting in reduction of its shareholding (either on its own or
requirements with together with other subsidiaries) to less than or equal to fifty
respect to subsidiary percent without passing a special resolution in its General Meeting
of listed entity
24A) Secretarial Audit Every listed entity and its material unlisted subsidiaries incorporated
and Secretarial in India shall undertake secretarial audit and shall annex a secretarial
Compliance Report audit report, with the annual report of the listed entity.
Every listed entity shall submit a secretarial compliance report in
such form as specified, to stock exchanges, within sixty days from end
of each financial year.
29) Prior Intimations Stock exchanges are required to be intimated on a prior basis about
the proposal for declaration of bonus securities even where
such proposal is not communicated to the board of directors of
the listed entity as part of the agenda papers.
34) Annual Report A business responsibility and sustainability report describing
quantitative and standardized disclosures on ESG parameters to
enable comparability across companies, sectors and time, shall form
part of the Annual Report with effect from the financial year 2022–23.
46) Website In addition to the existing website compliance, following new
Compliance disclosures have been prescribed:
1. Audio or video recordings and transcripts of post
earnings/quarterly calls, by whatever name called, conducted
physically or through digital means, simultaneously with
submission to the recognized stock exchange(s), in the following
manner: (i) the presentation and the audio/video 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 transcripts of
such calls shall be made available on the website within five
working days of the conclusion of such calls.
2. secretarial compliance report
3. disclosure of the policy for determination of materiality of events
or information
4. 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)
5. disclosures under sub-regulation (8) of regulation 30 of these
regulations;
6. statements of deviation(s) or variation(s)
7. dividend distribution policy
 8. annual return as provided under section 92 of the Companies Act,
2013
47): Advertisements Now the listed entity will not be required to publish the following:
in Newspapers 1. Notice of meeting of the board of directors where financial results
shall be discussed
2. statements of deviation(s) or variation(s) as specified in
regulation 42
Schedule III, Part A, The financial results shall be disclosed within 30 minutes of the of end
Paragraph A, Clause 4 of the meeting for the day on which it has been considered by the
board, in case if the meeting continues for more than one day.
Schedule III, Part A, The listed entity shall submit Audio/video recordings and transcripts
Paragraph A, Clause of post earnings/quarterly calls, by whatever name called, conducted
15 physically or through digital means, to the stock exchange(s) within
twenty four hours from the conclusion of such call.
The requirement for disclosure(s) of audio/video recordings and
transcript shall be voluntary with effect from April 01, 2021 and
mandatory with effect from April 01, 2022

ANNEXURE – A: ROLES AND RESPONSIBILITIES OF THE RISK MANAGEMENT COMMITTEE

The role of the committee shall, inter alia, include the following:

1. To formulate a detailed risk management policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the
listed entity, in particular including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks or any other risk as
may be determined by the Committee.
b) Measures for risk mitigation including systems and processes for internal control of
identified risks.
c) Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor
and evaluate risks associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including
evaluating the adequacy of risk management systems;
4. To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
5. To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall
be subject to review by the Risk Management Committee.

The Risk Management Committee shall coordinate its activities with other committees, in
instances where there is any overlap with activities of such committees, as per the framework
laid down by the board of directors.