CAIRR Update January 2, 2025

MCA vide its notification has extended the timeline for filing form CSR-2 for the FY 2023-2024 to 31st March 2025 as against 31st December 2024 as stated earlier.

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

Following changes have been introduced to the SEBI (LODR) Regulations, 2015 to facilitate the listed entities an ease of doing business:

1. The timelines along with the formats (as mentioned in Annexure 1) for the Governance and Financial related periodic filings have been introduced

Governance filings are to be done within 30 days of the end of the quarter:

a. Statement on redressal of investor grievances
b. Compliance Report on Corporate Governance

Financial related filings within 45 days of the end of the quarter & 60 days from end of the last quarter & financial year:

a. Disclosure of Related Party Transactions (Frequency – Half yearly)
b. Quarterly disclosure of outstanding default on loans / debt securities
c. Statement of Deviation and Variation
d. Financial results

2. The listed entities will now be required to disclose the details pertaining to – a. acquisition of shares or voting rights (aggregating to 5% or subsequent change in holding exceeding 2%) in an unlisted company, b. imposition of any fine or penalty lower than the prescribed monetary limits and c. updates on ongoing tax litigations or disputes on a quarterly basis.

3. Details of ratification of RPTs are also required to be disclosed along with the half-yearly disclosures of RPTs.

4. The circular has set out the list of disqualifications for appointment or continuation of the Secretarial Auditor of the listed entity in Annexure 2 and the services that the Secretarial Auditor cannot render to the listed entity in Annexure 3 of the circular.

5. The listed entity shall upload the Employee Benefit Scheme Documents on its website for disclosing the Scheme after obtaining shareholder approval. This scheme document shall mandatorily have minimum information as per SEBI (SBEB) Regulations, 2021 along with the rationale for redacting information and justification as to how such redacted information would affect competitive position or reveal commercial secrets of the listed entity and shall be placed before the board of directors for consideration and approval.

The compliance with this needs to be confirmed by the Secretarial Compliance Report issued by a Peer Reviewed CS.

6. System driven disclosures would be introduced to filings pertaining to Shareholding Pattern and New rating(s) or revision in ratings.

7. Few changes have been made to the Master Circular dated November 11, 2024 with the major ones pertaining to the following:

a. Old formats for Corporate Governance report, financial results, statement of deviation, Related Party Transactions etc. have been deleted.

b. Introduction of fines for non-compliance with the timelines for reclassification of promoter / promoter group entity as public.

c. Changes to the provisions relating to Group Governance Unit.

d. Revision of timelines for disclosing the material events / information (vide Annexure 5 of this circular) thereby substituting the earlier timelines set out in Annexure 18A of the Master Circular dated November 11, 2024.