| Sr No. | Regulation | Existing Provisions | Amended Provisions | Analysis/ Impact |
| Applicability: All Equity Listed Entities and High Value Debt Listed Entities |
| 1 | 15(1)(A) Explanation (4) | (a) In case of a ‘high value debt listed entity’ that is a Real Estate Investment Trust (REIT), the Board of the Manager of the Real Estate Investment Trust (REIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance; (b) In case of a ‘high value debt listed entity’ that is an Infrastructure Investment Trust (InvIT), the Board of the Investment Manager of the Infrastructure Investment Trust (InvIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance. | Omitted | This Explanation has now been omitted. |
| 2 | 15(1)(B) | – | The following sub-regulation has been inserted: “(1B) Notwithstanding anything contained in this regulation, in case of an Infrastructure Investment Trust registered under the provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 shall be applicable.’’ | SEBI has clarified the applicability of CG Norms by SEBI-registered InvITs and ReITs. |
| 3 | 15(1)(C) | – | The following sub-regulation has been inserted: “(1C) Notwithstanding anything contained in this regulation, in case of a Real Estate Investment Trust registered under the provisions of Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014 shall be applicable.” |
| Applicability: All Equity Listed Entities |
| 4 | 16(1)(d) | “senior management” shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer. | The following clause has substituted: “(d) “senior management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.” | The said amendment streamlines the definition of senior management in SEBI LODR and SEBI ICDR Regulations. Now all the compliances mentioned under SEBI (LODR) Regulations for senior management would need to be followed by the Functional Heads as well. |
| 5 | 17(1C) | The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier | The following clause has substituted: The listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier | The said amendment has specifically provided clarity for re-appointment also approval of shareholders is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. |
| 6 | Proviso to 17(1C) | – | “Provided that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting:” | Listed public sector companies are exempted from seeking shareholder’s approval for appointment of an individual as director or manager within three months from the date of appointment. Now they are allowed to obtain shareholder’s approval at the next general meeting |
| 7 | Proviso to 17(1C) | Provided that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders | Provided further that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders | The word ‘further’ has been added. |
| 8 | 26 | Obligations with respect to employees including senior management, key managerial persons, directors and promoters. | Obligations with respect to employees including senior management, key managerial personnel, directors and promoters | The words “key managerial person” are substituted by the words “key managerial personnel”. |
| 9 | 31A (3) (b) (v) | act as a key managerial person in the listed entity; | act as a key managerial personnel, in the listed entity; |
| 10 | Schedule III, Part A, paragraph A, sub-paragraph 16, Item (l), point (ix), | Names of the new promoters, key managerial persons(s), if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control; | Names of the new promoters, key managerial personnel, if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control; |
| 11 | Schedule V, Para C, sub-para (10) | – | The following clause shall be inserted after clause (m) “(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.” | The details of material subsidiaries like the date and place of incorporation and the name and date of appointment of the statutory auditors should be disclosed in the annual report by the listed companies. |
