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SEBI Circular Facilitating Ease Of Doing Business - MMJC
Securities and Exchange Board of India [‘SEBI’] vide its circular dt: December 31, 2024 notified norms for implementation of recommendations of expert committee for facilitating ease of doing business. Following are brief points notified by SEBI in this regard:
Integrated Filing: SEBI has notified norms for Integrated Filing of financials and Governance. Integrated Filing Financials and Governance would be applicable for quarterly compliances starting from December 2024.
Bombay Stock Exchange and National Stock Exchange vide their circular dt: January 2, 2025, have also notified formats and timelines for submission of integrated filing Governance and financials.
As per the revised norm Integrated Filing Financials are now required to be filed within 45 days or 60 days as the case may be. Integrated Filing Governance must be filed within 30 days from the end of the quarter. Integrated Filing Governance and Financial has to be filed in pdf form in the revised format.
In addition to this XBRL utilities of submissions to be made part of integrated financial and governance viz. quarterly financial results, corporate governance report, investor grievance report etc. needs to be filed within 30 days from the end of the quarter. Brief of what all disclosures are included in Integrated Financials and Governance are mentioned below:
| Integrated Filing -Financials | Financial results under reg 33(3) |
| Statement of deviation and variation under reg 32(1) | |
| Quarterly disclosure of outstanding defaults on loans/ debt securities under reg 30 read with section V-B of Master circular. It needs to be noted that disclosure of defaults on loan or debt securities within 24 hours of its occurrence would continue to be required to be given pursuant to section V-B point 4.1. | |
| Disclosure of related party transactions including disclosure of ratified related party transactions as per regulation 23(2) of SEBI LODR. | |
| Integrated Filing -Governance | Statement of investor grievances under reg 13(3) |
| Compliance report on corporate governance under reg 27(2)(a) | |
| Disclosure of acquisition of shares or voting rights in an unlisted company Para A, Point 1 of Part A of Schedule III of LODR. | |
| Imposition of fine or penalty which are lower than monetary threshold specified under para A, point 20 of Part A of Schedule III of LODR. | |
| Updates on ongoing tax litigations or disputes in terms of the provisions of para B, point 8, Part A, of schedule III of LODR read with corresponding provisions of annexure 18 of Master circular. |
- Secretarial auditor: SEBI vides its amendment notification dt: December 12, 2024, made it mandatory for listed companies to appoint secretarial auditor for a fixed term of maximum five years. Further SEBI has stated that secretarial auditor shall be subject to disqualification as may be specified by SEBI. SEBI has now vide its circular dt: December 31, 2024 specified disqualifications for appointment of secretarial auditor. Further SEBI has also specified services which a secretarial auditor cannot render to the listed entity.
- Disclosure of employee benefit scheme related documents: As per regulation 46(2) (za) of SEBI LODR requires listed entities to disclose employee scheme related documents on their website. SEBI has now vided its circular dt: December 31, 2024, stated that for redaction of information from employee scheme related documents approval of board of directors shall be taken. Rationale for redaction of information from employees’ scheme related documents and the justification as to how such redacted information would affect competitive position or reveal commercial of the listed entity shall be placed before the board of directors for consideration and approval.
SEBI has further stated that the scheme related documents uploaded on website of listed companies shall be after scheme has been approved by shareholders. The scheme document(s) shall have minimum information as is required to be disclosed as per SEBI (SBEB) regulations.
- System driven disclosure of certain filings: SEBI has also stated thatsystem driven filing will be put in place forfiling of submission of shareholding pattern and submission of new ratings or revision in ratings.
Copy of SEBI circular dt: December 31, 2024 and BSE & NSE circular dt: January 2, 2025 can be accessed at below link:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20250102-4