YouTube Transcript:
SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024

Skip watching entire videos - get the full transcript, search for keywords, and copy with one click.

AutoDub

Understand YouTube Foreign Videos

Immersive YouTube Voice Translation

Break language barriers, embrace global quality content

Solve Foreign Video Barriers Instantly

Video Transcript

Video Summary

Summary

Core Theme

This content is a webinar discussing the recent SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024, focusing on its significant implications for corporate governance, compliance, and the roles of company secretaries and other key personnel.

Mind Map

Click to expand

Click to explore the full interactive mind map • Zoom, pan, and navigate

usual friends as you know we completed

our webinar on Master Series on the

companies act and uh it was almost how

many episode sudaka 32 32 we had so

several months we run that and it was

uploaded and appreciated all over India

not only in India out of country also

some places we visited they appreciated

and they say that whenever we have some

clarification or we have doubt we need

we go to your your webinar session and

then we work on it and we get the

answers so thanks friends for your

coordination that

appreciation and lot of e effort has

gone from mea and meta we feel happy

when this kind of uh you know

appreciation we got and acknowledgement

that people appreciate they go and they

get really benefited the intention is

here to you know talk explore and

increase the knowledge of each and every

participant including ourselves we

ourselves are get benefited lot so that

is the thing and we have a panelist who

who are so passionate and always share

their experience knowledge so grateful

to all the panelist who has been there

in our entire this series who so who has

joined our webinar I really from heart

thank all the panelist and all the

participants for their

support now today we have now for three

webinars we are going to have a

different topic which is important and

then after New Year we are coming out

with new series that will be little

suspense two three topics are there we

are exploring but it will come and

today's topic we are coming with the

very hot as on today the recent

Amendment sebi alodar third Amendment

regulations and I know friends everyone

it's looks small but has impact and

everyone would like to know what kind of

impact or impression it will leave and

what has the impact on execution and we

have with us to discuss none other than

Miss proa PA company Secretary of NSC

itself thanks proa you are coming second

I think more than two times thanks a lot

for your interest and time

thanks a lot and pra PA to formally

introduce is a currently company

Secretary of NC she has around 18 years

of experience with reputable corporates

like l& technology Reliance Industries

jsw group times group and BSC limited

during her association with this company

she has consistently exhibited

comprehensive knowledge in secretarial

and compliance functions being a

Commerce graduate project stood all year

and 7 o in this CS ex final exam

conducted by icsi and has completed her

LLB from GLC Mumbai I'm also GLC Mumbai

proa thanks so friends proa Pa thanks a lot

lot

proa friends our today's presenter is

Miss ashini Nanda senior partner MAA and

MAA Miss asini is uh fellow member of I

CSI has a masters in law overall

experience with 15 years she started her

career with listed company comings India

limited she's at present senior partner

mea and MAA company secretary and she's

handling portfolio of 300 plus centel

including top 100 listed companies she

specialized in Alodia and has a vast

experience in matters relating to

disting agreement takeover act and take

over code company act and she's a

certified post trainer and regulator

corporate including SBI for insider

trading regulation and listing

regulations she's also certified CSR

professional from

icsr thank you ashini as usual we have

with us our own Mr sudhakar sarula who

doesn't need introduction he has told me

now not to introduce and our own Mr Bala

people has read his articles like anything

anything

welcome you both now I'll request Miss

proa to say few words on the topic then

sudhakar then Bala and we can start as

early as possible thank you over to

projecta thank you madam thank you for

the brief

introduction uh to start with the topic

uh it's first of all a pleasure to be on

this platform yes it is my second time

and it is a mutually enriching

experience for me to share inside and it

is also a learning experience because

every time I come here it's not that I

only I share my insights it also it's

also a learning experience because the

kind of insights I gain from not only

when I participate but also from the

kind of um you know the discussions that

you guys have here also uh the fact that

you people uh you know uh upload these

uh sessions on YouTube so in case I miss

these sessions uh on online platform I

ensure to uh you know get the bites of

these sessions from the YouTube sessions

so it's always helpful so all those

people uh who miss these I always

encourage them that they should look at

the YouTube sessions that you people

upload so that's a wonderful thing that

you guys are doing for the

profession that's what so talking of

today's topic um I thought uh that yes

it's an important update that has

recently been brought in uh the

amendment um uh uh circular it's a 43

pager document effective 31st December

2024 there are around 36 regulations

which have been amended and there are

two schedules uh

amended uh there are around uh uh

regulations many regulations so to say

36 regulations amended but I think uh

there are 8 to 10 regulations which as

professionals we all need to take

important notes and uh briefly yes uh

many forums social media and many people

have been talking about uh briefly about

you know uh company compliance officers

company secretary roles being elevated

also uh you know things like practicing

company secretaries appointments being

equated to statutary Auditors so yes it

is an elevation to those kinds of things

uh related party uh transactions also uh

there is a change uh also some

disclosure Norms there are changes so uh

let's go through the presentation that

uh Ashwini will be talking

about okay thank you Saka please yeah uh

good morning everyone uh thanks project

for coming from this platform in fact uh

uh some of the participants I must take

pride of braa because I could see her 18

years she G grown professionally in

front of my eyes because she joined 18

years before as a traine when I was

working with Reliance and after that she

worked with me for about 8 years or so

if I not wrong then she has ventured out

and today she has reached to this

position in fact whenever your children

grow like this in front of your eyes

you'll feel very happy and the same is

the my feeling also proa you have grown

18 years in front of my eyes it's very

good and of that thing at the same point

of time I must also thanks to Asin The

Moment I Saw why can't we take up this

particular topic immediately she has

accepted that challenge and she has made the

the

presentation and we could discuss to

some extent but definitely the clarity

on certain aspects are yet to come but

we are going to have to start with you

and over a period of time we'll get

mature at the same point of time I

always used to have a complaint with the

Regulators why they have to amend so

many things in fact when I was looking

back every year on an average we have

five amendments right from 2015 onwards

but only good part of this year is this

year this is the only Third Amendment

otherwise if you see previous three

years six amendments were there in 2023

2022 2021 prior to that five amendments

were there even as projector has

mentioned 48 amendments are there in

this present Third Amendment uh of this

listing regulations had they removed

this cosmetic changes it would have come

down to almost one third of that

whatever it is there second thing is

they're just bringing before the year

closure okay so today we are on

21st and another 10 days we are going to

have our new year people are in a

vacation mode they brought this thing

always it used to happen like that with

the regulators and once you come back

from the vacation you have your board

meeting pressure and that point of time

you have to understand this 48 pages

document what is going to affect you

what is not going to affect you so this

is one part of it I don't know why The

Regulators keep about all this costic

changes comma full stops removal of

inverted commas at all take it one point

of time anyway that you know we can't

help that thing we have given some

suggestions in the past I'm sure if any

Regulators on projector may use her good

office at any opportunity time to do

these kind of

changes now come no doubt about it this

particular amendment has given a great

flip to our profession especially the

secretarial auditor the appointment

since long actually we were craving for

this it is also to be done by the

shareholders at the annual general

meeting and now that dream come true

today similarly that regulation six if

you see the complaints officer is to be

a qualified company secretary

that point of time itself I used to say

that he should be in the fulltime

employment of the company because the

moment when you say he should be a

qualified company secretary means he

need not be in the employment of the

company so a secondment is also allowed

now several people used to ask this

question whether they have to have the

company secretary who is the compliance

officer in the group companies they

might be on the secondment basis whether

they have to be in the employment of the

company answer is yes and and of course

we will discuss all those things

fortunately what they did was they have

not left in any ambiguity that the secretarial

secretarial

auditor as on date whatever the past how

many years he was doing the second audit

that is not going to be counted so next

10 years wherever you want to be you can

continue to that not necessarily you

have to vacate that particular position

that is a good part unlike the statut

Auditors when

2013 companies Act was legislated in

case statut Auditors what they did was

whatever the tenure of the auditor it

was counted for the purpose of this 10

years fortunately in our case it is not

so that's a blessing in disguise it's a

great boost for our district at the same

point of time this secretarial

compliance certificate it is to be

signed either by the secretary auditor

or by a peer reviewed PCS this is also

another good thing according to me so

like this there are so many things are

there so e of there is no doubt these

amendments are going to enhance the

corporate government

to a large extent not only ease of

compliance but also the cost of

compliance if you see that the hard

copies of the annual reports you don't

need to circulate now earlier what

happened was the people who have not

registered their email

IDs to them you were supposed to send

the hard copies whereas now you have to

send a simple letter to them giving the

QR code or whatever it is and say that

you know in the website this is there

only those people who are asking for the

annual report you have to send it

otherwise you don't need to do it so

obviously companies will be sending lot

of print cost of the annual reports lot

of postage cost this is going to be a

saving you like that there are some good

points out there when hashin is making

the presentation we will discuss it

further so I'll give a pause here and

request Bala to take it

Forward good morning to all of you I

have a great pleasure in welcoming you

all for today's uh

seminar and in fact if you look at the

people who have joined so far that

itself shows what is the importance of

this particular Amendment which has

actually come into and really speaking I

have nothing to add because is actually

going to take us through all the topics

and we have the panelist to add whenever

any clarification Etc doubts are there

but only thing is I would say whatever

the recent Amendment which has come in

the C lar regulations that has brought

very very significant towards

strengthening the corporate governance

practices and also at the same time

enhancing the transparency and moreover

improving the complaints actually with

the listed companies that is what they

have actually achieved to this and

especially what they have done is they

refined related party transactions which

is as soon is going to discuss with us

and also they have actually brought

changes in respect to board and audit

committee disclosure and as

Mr sudagar said in second audit they

have more or less brought in line with

the statutary Auditors appointment the

five five terms at a time not more than

two time cooling period Etc and all

that's a great thing what they have

actually done in case of the secal

auditor so really really speaking by

these amendments what CB has done is CB

has actually achieved the balance one

side simplifying the

regulatory processes and the other side

enhancing the strong supervision at the

same time that is what they have

actually done I think these changes

definitely definitely will take a very

very you know Progressive approach a in

the greater accountability and

transparency for protecting the

shareholders at the same time I think we

as the company secretaries have a lot of

things to understand and interpret and

know what exactly the thing that is our

job which is going to be a little

tougher time which might take time as we

travel along any amendments comes iMed

immediately once we start giving the

Implement then only we realizes the pros

and cons of the thing that we have to

actually see today is the good beginning

immediately after the Amendments have

come we are discussing that's a very

good point so think I think largely

everybody will get benefited as usual I

request all of you to put your queries

and doubts Etc in the chat box and we'll

be taking it periodically and we will

discuss the things at the end of the

session probably we will forbid to raise

your hands you can actually voice your

say head up to all of you I can see

dipti more than 400 people are there

already we cross now thank you thank you

please good morning everyone um I would

like to take you through the

presentation but before that I would

like to thank and I'm fortunate to be a

part of mea and meta which is one of the

first firms to go through uh these

amendments and fortunate to be a part of

panel wherein sudhakar sir dipti Madam

Bas or pra is a part and to the best of

my ability I would like to discuss what

um so for the sake of clarity what I

have done is I have clubbed certain

Provisions together so it would not be

like a word by word Amendment discussion

but I would like to discuss what has

come in the director's Provisions what

is there for secret audit what is there

in definition portion likewise I have

segregated uh just be uh patient with me

and I will just go through all the

provisions that are there in the

amendment the first I would like to

discuss is the definitions part wherein

a first definition that has been omitted

from the sebi amendment is the halfe

definition uh the definition has

completely been amended uh omitted from

the amendment uh second is the

Securities Law it has been an addition

in the Securities Law definition where

the earlier definition meant means the

ACT Securities contract act depositories

act and rules and regulations made there

under and the general or special orders

guidelines or special uh circulars or

issued by the board and the provisions

of the company's act or any previous

company law and any subordinate

legislation framed there under which are

administered by the board so the words

that are written in red are the addition

in the

definition another important definition

that has been added is the special uh Sr

Equity shares means the equity shares of

a listed entity having Superior voting

rights compared to all other Equity

shares issued by the listed entity so

this definition was not a part of the

lodr Amendments but has been now added

in the definition section I would like

to uh further state that all the

amendments have become effective

immediately accept the secret audit

auditor requirement which will be

applicable from 1st of April

2025 and the disclosure related which

will be applicable from the December

quarter next important definition that

has been amended is the material

subsidary which earlier had the word

income or net worth exceeds 10% of the

Consolidated income or network here the

word income has been replaced by the

so as I said earlier I have clubbed all

the provisions where in now we'll speak

about what are the amendments with

respect to directors related uh the

First Amendment actually one minute

before you go further as far as the date

of enforcement is concerned there are

two dates are there for this number one

these regulations have already come into

force from 12th of December that is the

date of notification right there are two

regulations which are going to come into

force from 31st of December 2024 yes

what is regulation 13 that is the listed

entities which were to file a quarterly

basis a statement detailing the

redressal of investor

Gan okay so now a separate form is going

to be prescribed for this purpose as

well as the timeline also by CB so

that's why this particular regulation

will the amendment will come into force

from 31st December the second one is

about the uh corporate governance report

which we used to file on for this thing

quarterly basis under regulation 27 that

is also again the same thing the CB is

going to come with a I think separate

format again and also the timelines so

that is also that particular regulation

this amendment also is going to confirm

31st December only these are the two

am yes of course SEC audit as you

rightly said yeah and for the corporate

governance Provisions the uh

applicability the word or has been

replaced by and wherein if your equity

share capital or net worth reduces and

remains below threshold period for a

period of three years then corporate

governance Provisions do not apply that

and so first is directors related uh

amendments uh so the timeline or the

time limit for filling of vacancies in

board committee so if there is any

vacancy in any of the board committee

that is the audit committee or NRC RMC

due to Vacation of office of board of

directors and it results in non-c

compliance of lodr it can be filled

within three months uh from the date of

such vacancy further if such vacancy in

the board arises due to expiration of

term you have to ensure that the vacancy

is filled before the expiration of term

of board of directors so here now we

understand that if any vacancies created

other than expiration of term it has to

it can be filled within 3 months but if

it is due to expiration of term it has

to be filled before the uh Board of uh

before the director remits the office so

this is an amendment that has been

brought in but this provision will not

apply where vacancy in office of

director does not lead to non-compliance

and board

committees second is a person nominated

by a financial sector regulator or a

court or a tribunal will no wrong longer

require sh shareholders approval so

these directors can be directly

nominated on the board board will have

to take a note but will not require a

shareholder approval the third amendment

is the appointment or reappointment of a

managing director holdtime director or a

manager whose resolutions were rejected

by the shareholders earlier now they

will have to be appointed only with the

shareholders another important uh though

recommendatory but important uh

amendment is that appointment of women

independent director has been extended

to top 1,000 to 2000 uh companies but it

is recommendatory as of now U next is

sebi has made it compulsory for the

listed entities to obtain a special

resolution prior to appointment or

reappointment of non-executive directors

on attaining the age of 75 years so we

will have to pass a special resolution

prior to appointment or a appointment of

Ned on attaining the age of

75 the amendment in the set regulation

is clarificatory in nature to ensure

that special resolution is moved before

the shareholders prior to the directors

attaining the age of 75 and not after

the director has attained the said age

so prior approval is required so your

approval shall be in place before the

75 so that do you want to say yeah in

fact you see in fact I would like to say

there are two discussionary requirements

which have been changed one is that the

top th000 to 2,000 listed companies the

appointment of woman director that is a

recommendatory as on Dat but it is

always advisable to have that thing the

companies which are going to fall into

this particular thing because this in

indicates the mindset of C very soon

they're going to make it mandatory so it

is always better you get equipped with

because especially the companies which

are going to be on the borderline of the

Thousand today you may not be there just

tomorrow you may be there so it is

always better equipment to do that and

same is the case with the risk

management so the committee also better

to have the RMC Committee in place get

accustomed and attuned to the compliance

of the provisions so when the

transitional phase you won't have any

kind of hiccups and it will be the

transition will be very Smo yeah

here I must say that you know that woman

director implementation and the push

from the government and Authority is

quite commandable as compared to the

other developed countries and its

implementation is comparatively good in

India that we should take proud action

No in fact when we are talking about the

women empowerment what we normally do is

when the March month comes we

immediately start celebrating women Day

celebration Etc we wish each other great

celebration there but when it really

come to the women empowerment how far we

are actually seriously enough I know in

many companies Bing a very few companies

because the woman directors required

only minimum whatever the strateg that

is what in fact in my opinion women can

contribute a lot in the corporate world

and we should actually give the women

you know participation more

encouragement should be there

as our sudagar said although it is today

mandat today recommendatory it is going

to be a mandatory why to wait for the

mandatory it has to come voluntarily

within the organization that is what I

would actually

say okay thank you so yeah yes uh so we

have completed with respect to directors

now we will move on to the next

amendment that is with respect to

compliance officer of listed companies

the uh can we take questions of

directors together or all together at

the end we'll

take Sak and what you feel think I think

let the flow go for some more time they

after that we will take up okay okay yes

as please go ahead so now the compliance

officer of a listed company should now

be a whole time employee one level below

the board and someone who is designated

as a key managerial Personnel now there

are lot of questions that come with

respect to this amendment saying that

then whether the direct reporting of

compliance officer will become to for

any purposes will go to the board so we

had a discussion and even sudhakar sir

is of the view that the

reporting with respect to the uh laws or

the compliances of the company will

always be to the board even with the pit

regulations that is the same but however

with respect to uh the admin or any

other specific purpose the reporting can

be to the internal structure that is the

CEO or anything but for the purpose of

reporting that is of the compliances and

laws it will always remain to the board

so the hierarchy of the organization he

may be one level below but reporting can

be discussed internally by the uh listed

company and decided earlier compliance

officer was required to be only a

qualified company secretary and

therefore this option available for the

listed entity to designate company

secretary from its group company as a

compliance officer but now this has to

be a fulltime employee and one level

below the

board yeah uh see that earlier what used

to happen was the compliance officer

though he is a qualified company

secretary but the reporting the

requirement were not to the board

directly so he was reporting some

companies to the CFO some companies to

the CEO some companies to the managing

director like that so there was always a

kind of pressure on the compliance

officer to with all due regards maybe to

compromise to certain aspects as far as

the compliances of listing regulations are

are

concerned that is one reason actually

the if you see insider trading

regulations as ashin has rightly

mentioned there the compliance officer

has to report directly to the board or

to the audit committee if the board so

decides because audit committee normally

monitors the insider trading regulation

compliances are concerned in such case

he has to report directly to the audit

committee whereas in this case listing

regulations that kind of requirement was

not there according to me this is a

great uh initiative by CB making the

compliance officer directly report to

the board because he don't need to

hesitate if anything is noten happening

he should be able to inform to at the

board meetings that look this these kind

of constraints are there and so uh and

then the second question Comes Is by

that several people used to ask that

whether we have to change our

organograms the company secret suppose

not every time you know he is in a

senior level how about that thing if you

are to bring in the parity with all that

very Senior People level suppose at the

president level and all answer is not

administrative point of view you

whatever the organization decides

administrative organogram may be

different to that of the legal

organogram what here says is as far as

the listing regulations are concerned

the complaints officer who has been

appointed to ensure the compliances of

listing regulations he reporting as far

as this particular compliance

requirements are concerned to the board

directly that doesn't mean he has to

report even administratively also to the

board it is not so that's what my

interpretation as far as this amendment

is concerned second thing as I have

mentioned earlier such in the group

companies normally what used to happen

is that the company secretaries where

there are more than maybe 10 20 30 40

company secret they working in the group

whereas their appointment used to be on

the parent company and they used to be

deputed on the secondment basis to the

other companies the parent company used

to charge by way of a debit note or

whatever it is compliance with the

related party transactions also wherever

that related party relationship is there

whereas now as for this thing that

secondment things will cannot happen

because he is that whatever the listed

companies are there you have to have the

compliance officers appointment in that

company only not only the appointment he

has to be also designated as KMP that is

another requirement also is there so of

course most of the companies not only

are already following this so there this

amendment won't disturb the apple cart

as such but wherever some kind of a I

mean this kind of things are not there

directly they may have to have some kind

of change this mostly happens for

conglomerates like you know tatas Bas

Reliance Mahindra and all these kind of

Group Company adanes big groups this

kind of effect may be there but as far

as the Standalone companies small group

of companies this kind of this may not

have that kind of an impact as such yeah

if you want to make any other sir sir I

would like to add one more Point

here uh sir there actually uh this what

is mentioned on this slide is absolutely

correct and uh I agree with all the

points that you mentioned about uh the

administrative reporting of the

compliance officer in an

organization uh and yes inspir uh the

reporting of the compliance officer

needs to be to the board of directors

uh in fact uh I would also like to add

one more Point here uh as uh you know

the the the amendment uh in regulation 6

also needs to be read in consonance to

regulation five

Amendment uh so the earlier regulation

five mentioned that the listing uh the

listed entity needed to ensure that KMS

directors promoters Etc need you know to

ensure that that uh uh that all these

people comply with the responsibilities

given under lodr that was the uh

obligation of the listed entity now

there is one Proviso added to regulation

five by this amendment which says that

the KMS directors promoters Etc need to

ensure that they disclose to the listed

entity so somewhere in regulation five

by giving this Proviso there is an obl

ation cast on these KMS including the

compliance officer to disclose

information which is relevant and

necessary to ensure compliance of that

listed entity so what I'm trying to uh

uh uh say here is that in addition to

the compliance officers obligations

which are given under section 205 of

company act also lodr is trying to give

an obligation on the M MP or the

compliance officer or the board uh board

member or you know who is responsible

for compliance under lodr that he also

is under an obligation that he cannot

aware so regulation five and six need to

be read in

tandem yeah uh I would like to say that

you know this compliance officer should

now the whole time employee one level

below the board yeah there are comments

that as on today it is not one level

below it's very clearly saying as

regards the role of compliance officer

because Bard look to the Cs or

compliance officer as you say to ensure

that all the compliances of companies

like tood are complied with and they

should reported and if there is a

deviation if there is a as sudakar was

telling it should be

direct reporting to the board not

deviation that put a mail to the senior

and that I have performed the duty it

will be like a owners on a Cs and that's

why there is a direct communication and

CS or compliance officer are in the

board meeting so you are not there only

just to say but you are there to ensure

the board that yes there is a compliance

and that's why this you can say uh

Clarity but it also Clarity on your resp

responsibility that is more I'm looking

as such that it is your responsibility

to disclose to the board and board to

the members so if as a compliance

officer you fail to disclose what you

are personally responsible no choice you

have you are individually responsible

that way we can say it is a big bonus on

the compliance officer as

well yeah

please I think we have a lot of

questions on this

yeah the changes of the appointment of

the secretary and other rules and

regulation should have rightly come in

the company act itself rather than in

panelist yeah see uh one thing is there

always listing regulations Visa the

companies act listing regulations

especially the companies which are

listed on the stock exchanges so CB

always say that we have to handle the

companies and the compliance

requirements are on the higher

pedestal that doesn't mean in the case

of companies act it is not required so

because companies Act deals with private

companies small companies dormant

companies all types of companies so act

requirements are keeping the ministry of

corporate Affairs requirements whereas

listed companies listing regulations are

concerned because CB is handling the

companies which are listed on the stock

exchanges where the public has invested

the money in the companies so because of

that once your company is a listed

company you have to comply with both

companies act as well as the listing

regulations also whichever the

compliance on the higher pedestal you

compliance Abol you are absolutely

correct sudagar because as you rightly

said all the companies are Incorporated

under the companies act where the listed

companies are regulated in addition to

the company cyle listing agreement so

naturally they will have the different

rules and regulation which are

applicable to the larger public interest

as you rightly say that is correct

because there's no point in discussing

this has to be there wherever it is

harmonized it is harmonized wherever

they require the little stringent

regulation it is B to be there

yeah Sone lays down four meetings in a

calendar year where the lodr talks about

the financial year in the board report

yeah just a minute sir let me read the question

question

again yes S one lays down four meeting

in a calendar year

lodr talks about financial year in the

board report what should be considered

ultimately whether you read four

meetings in a calendar year or in a

financial year uh the meaning uh comes

out to be the same because calendar year

would mean January to December

Financial year would mean April to March

so whether you follow uh April to March

as your financial year or Jan to

December the quarters would mean uh

April to June July

to uh you know yeah September and those

kinds of things so I think it would

hardly make a difference for a company

so see not only that yeah the in the

companies act if I am not wrong it talks

about four board meetings in a calendar

year huh and SS one is in alignment with

companies act that's why in SS one also

it is calendar year only is mentioned

and till recently in case of list

listing regulations they have used the

word year year and we were more or less

taking that as a calendar year only but

now they say it is financial year okay

but as project has rightly mentioned

whether it is a financial year or a

calendar year once in a quarter you have

to have a meeting so more or less that

takes care of there is nothing big as

such anything additional we have to do

it is not there correct the spirit of

the law is four meetings in a year

whichever year it is that is right yeah

few timelines are revised as may be

specified by the board what will be the

rational be and which will be the

timeline so those are the ones which I

think sudhakar s mentioned 31st December

24 where we will come out with uh uh

those things corporate governance

no format for uploading uh CG report and

the 133

disclosure right ashini yes yes the

timelines have not been specified yet we

will await another notification

yes as for schedule

three just onee B if I'm not wrong as on

date the corporate governance report is

to be within 15 days 21 days maybe

pardon 21 days 21 days okay 21 days

maybe s is contemplating by let me bring

that to 15

days okay or maybe within 30 days it all

depends upon their say must be having

something in their mind most probably

according to me that 15 why I have used

the word is that I'm thinking that they

may bring it down from 21 days to 15

days this is what unified portal also

they are talking somewhere I think that

also might be on their mind yeah

true yeah as for schedule three in

financial statement there are only two

details that is revenue from the

operations and other

income uh how it is the link decide

turnover so further turnover defines as

for the companies act 2013 is on

cash uh forever and not acral turnover

against the accounts and based on

accounting see ultimately at the end of

the day you have to go as per your

financial statements whether they

prepared as for IND or they they

prepared as per

that your IAP is concerned but what it

says is always the finance as per the

latest audited financial statements that

is the word which we normally used both

in the listing regulations as well as in

the companies act also recently somebody

was asking me in the case of turnover

whether we have to take n of GST or

inclusive of GST So my answer to that is

whatever you are reflecting in your

financial statements under that

particular heads those are the figures

what we have to

take what is the relevance of the Del of

maybe that is not referred to anywhere

in the listing regulations I not

examined as such might be that is the

only thing it might be or S might have

thought why to Define half year and it

may be rund

Dental because whenever any kind of

amendments takes place normally it is

the uh any kind of redundant Clauses or

certain Clauses which were what's called

relevant at one point of time but

Irrelevant this point of time so those

kind of changes do happen this might be

one of such

changes in case of the resignation

company has to fill the vacancy within

three months request to

confirm if the resignation is not

leading to non- compliance on the

composition aspect it can be filled

within three months but if it is leading

to any non- compliance it has to be done

immediately yeah here probably The

Regulators G the flexibility to the

board but as you rightly say if it is

the complaint matter and the action is

called for immediately yeah what is the

impact of using the word turnover

instead of the income in material subsidiary

definition I think companies were taking

turnover and not income usually people

don't call turnover as income in their

financial statments I think it is just

removing that ambiguity from the minds

right yeah yeah but income include other

income right

actually normally companies what they do

is I think yeah yeah I project clarified

so I think they have clarified better

you take turn off which

is yeah yeah yeah yeah only thing is

companies are normally presented what

you call the income from the operations

and income from the other sources that

way but the totality it has to be taken

turn right

yeah please clarify the amendment

relating to the Cs to be placed before

the level of the board of directors say

today C us actually reporting to the CFO

does he mean that he is reporting to be

changed if yes whom the CMD or wtd we

have discussed I think he discuss

elaborately on this I think correct can

secret auditor appointed by the board

for the year Financial 2024 25 issue the

report of the secret audit for the said

year May 25 but before was appointed

approved at the AGM be held in the year

2025 say in July August or

September so we will be discussing this

in the com secretary audit slide we'll discuss

discuss

okay what is the meaning of one level

below we

have see one level below is nothing but

report into the board

directly sir uh should we say that you

know one level below could also so mean

you allow the company secretary to you

know to open up in front of the board

members I mean I mean does it need to be

always reporting to the board means uh

you know administrative reporting like

you mentioned no no as I say that know

one level below the board means if you

see in the organogram what happens who

are the people one level below the board

normally it is the C CEO or the managing

director or the whole time directors

correct these are the people one level

below the board

and in some companies not necessarily at

the managing director only even the

president level people who are taking

care of operations at all independently

they also report to the board directly

now reporting to the board directly

means if a board there are 14 directors

are there whom he will approach it is

not like that board has to say that for

this particular purpose he may have to

report to the managing director who in

turn will come back to the board or

something like that or alternately he

may say that for the purpose of listing

regulations the company the compliance

officer will report to the chairman

directly chairman of the board that is

normally it happens correct so it is the

board which has to take a decision it

has to give a Clarity to the compliance

officer to whom he has to approach in

case of any problem is there but at the

same point of time because he cannot

approach 14 different directors for

different purposes then it will be a

completely chaos will take place because

suppose the independent directors are

there they may not be knowing but at the

same point of time what listing

regulations wants whether the complaints

officer has to a report to the board

directly means if suppose he's not being

heard by a particular director the

compliance officer can approach other

directors also it is not like that but

he can he has no access to them that not

this thing you know correct that we need

to clarify that's what correct yeah he

should disclose whatever he has and if

he's not being being heard he should

speak out is what it means basically see

sometimes what happened is sometime what

happened the board you have executive

directors on the board you have

independent directors board you may be

having Nomine directors suppose the EXE

the chairman might be an executive

person suppose for whatever the reasons

it is God forbids if the executive

directors are not listening to him and

he approaches the independent directors

tomorrow the executive director should

not be able to question him why you have

approached these people because because

he got the right legally he has been

given this particular right by making

the provisions in such a way that he has

to report to the board

direct and I will add to that as

projecta mentioned that it is disclosed

so it is not only right it is Duty since

duty is imposed on this the this

regulation has now given this amendment

has right also to C us because you are

responsible so you have right and as

rightly projecta also said that when

whether it is below basically intention

is to that entire board when we say

board is entire board sudak say you

cannot meet all 14 so that

administratively there can be a director

member of the board of that which

channel board can decide and it can be

passed fact Dey I will go one step

further see whenever my repor somebody

the board should know who are their

repor is normally what happens who are

the repor is up to the board it is the

uh CEO or managing director whole time

Director people like that so it is the

responsibility of the board once in a

while to check with him whether

everything is going fine any issues are

there or not it is the board's

responsibility indirectly so here also

what happened is one of the repor is to

the board is the complains officer so it

is a responsibility of the board to also

sometimes sit with the complaints

officer maybe together with others or

maybe in isolation also and to ensure

that whether the compliances are

happening the way they are supposed to happen

happen

any kind of hiccups are there any kind

of lards are there any kind of uh issues

which need to be resolved so it is a

responsibility of the board also to

ensure this it's not only the one way

kind of thing very important Point very

important Point Sak this is the

knowledge board should be given that who

are the responsible to them who are one

level below them they are responsible

for this but these are the people who

solder this responsibility so as a duty

you connect with this all your reporting

and check that what is happening it's

very good point sudakar I really

appreciate this this Lookout thanks SAR

you brought it really really a very good

point because you know what happens I'll

tell you one thing personally I was

actually asked to look up the internal

audit actually in the organization where

I was working in addition to the company

secretary's job so board has given a

very categorical instru I got a letter

in writing saying that all the internal

audit B is concerned you'll be reporting

directly to the audit committee to the

audit committee chairman and as for as

secretary matter is concerned you'll be

reporting to the chairman of the board

and as well as the managing director

keep uppr that is the way so as you

rightly say here in case of the listing

agreement is concern they to designate

they to give to who to report that is

the way the company has to take a call

that is what it is required actually it

is not that administratively he may be

reporting whoever the boss is assigned

but as for the job is

especially when it come to the listing

related matter is concerned he has to

report directly who the designated

either the chairman or the managing

director whoever it is that is what he

complaints okay then we'll go

uh can secal auditor uh this we have

discussed I think so on attaining the

age of 75 means does it mean the year in

which director attains 75 years company

should move special resoltion in that

year the word use is prior prior to him

attaining the age of 75 so before that

only no that is your right actually if

he is going to retire 75 years I think

before that the action should be there

so that once he retire the successor

should be available yes see according to

me this is more of a clarificatory in

nature otherwise also if you see in the

companies act also the time of

appointment or continuation of the

director you have to have that prior

approval of the shareholders that means

what at the time of appointment if a

particular gentleman is having 73 year

old but during the tenure suppose before

if he an independent director that five

years or if it is a director other than

independent director retire by rotation

if he is crossing that 75 years during

this period prior to that he they have

to obtain the shareholders approval that

is clearly it is there so this is not a

big change as such it is only a more

Okay resolution is POS before the

directors attain the age of 75 and not

after he's attaining the age does it

actually indirectly mean that maximum

age would be 80 assuming the resolution

is just passed before the age of 75 is actually

crossed see the answer to this question

is when a person is Crossing year 75 you

have to pass the resolution but this

resolution according to me if I

interpret correctly it is only required

once in future reappointment suppose

when the person suppose you are

appointing an independent director who

is 75 year old and he completed his

first term and he's going to be for the

second term that point of time he might

have attained the age of 80 again you

don't need a shareholders approval for a

person to appoint who has crossed 75

years because already you have obtained that

that

okay that is how it is only one time you

have to take that approval once a person

crosses 75 years of

age whether holding the Cs shall be

employed under the subsidary company

currently CS in the employment is the holding

holding

company this is what I have said that in

case company secretaries who is employed

in the parent company who has been

seconded to the subsidary

company then you you that subsidary is a

listed company which has to comply with

regulation six then that employment is

to be with the subsidiary company which

company even though appointment of the

director by the finance for the

financial regarding the Des need

shareholders approval in lodr however we

understand we need to actually seek

approval as per the company act please guide

what is the question I really can't hear

even though appointment of the directors

by Financial regulation does not need

shareholders approval in elodia however

we understand we need to seek approval

as for the company act please

guide I'm also only I I couldn't

understand the question properly but one

thing I can say that you have to if your

company is a listed company you have to

comply with the requirements of company

act as well as the requirements of listing

listing

regulations okay if at both the places

it may be required or at one place it

may be required you have to comply with

both as for the companies act

appointment of the director requ

shareholders approval however CB as per

the amendment notified the directors

appointed by regulator not request

shareholders approval the understanding

in the CB can make Provisions both

tingent within the powers of the

companies Act the question here is s

overr the provision of the company act

can director appointed by a regulator

require shareholders approval as per the company

s know the amendment is pretty clear

that whenever a regulator's appointment

is coming in you will not need shareholders

approval right where s says shareholders

approval is not required in this

that shareholders approval a person

nominated by financial sector regulator

to the

bo no longer required to se sholders approval

act which is the amendment project it is regulation

regulation

171c is substituted there is a Proviso

which is added uh it reads uh I will

just read that Proviso provided further

that the requ requirements specified in

this Clause shall not be applicable to

appointment or reappointment of a person

nominated by a financial sector

regulator court or tribunal to the board

of of the listed

entity So the appointment or

reappointment uh will not will not

require shareholder approval if the

nomination is by financial sector

regulator court or tribunal on the

listed entities board you're talking

about 7 1C am I correct yes yes so 171c

says that the listed entity shall ensure

that the approval of shareholders for

appointment or reappointment of a person

on the board of directors or as a

manager is taken at the next general

meeting or within the time approved

within three months from the date of

appointment whichever is earlier correct

provided that if such appointment or

reappointment of a person to the board

of directors or as a manager is subject

to the approval of a regulatory

government or statutory authorities then

the time taken to receive such approval

shall be excluded from the purpos of

this Clause yes provided further that

the public sector company shall ensure

that they approval of this thing

provided further that the requirement

specified in this Clause shall not be

applicable to appointment or

reappointment of a person nominated by a

financial sector regulator court or

tribunal to the board of the listed

entity so only thing is that under 171

see that whatever that time timelines

and all are there that is not required

but under the companies act 255 if I'm

not wrong 251 sorry

252 not even 2 152 what I'm saying that

152 you have to every director is to be

approved by the

shareholders absolutely right

shareholders by the shareholders yeah so

this particular uh 171c is slightly

different to that of 152 requirement but

anyway as I have mentioned to you that

all the participants May kindly note

that you have to comp with both the

requirements you know so you so under

the companies act every what here

they're saying is by in case of any

Financial regulator or the central

government if they're

appointing the shareholders approval

might not be required under the

regulation 17 but under Section 152 of

the companies act it requires

shareholders approval so you have to

obtain the shareholders approval only

thing is within the three months thing

it may not be required

exclude you know so you will appoint

them under the companies act as an

additional director who will be uh his

appointment will be valid till the

commencement of the next annual general

meeting of the company yeah yeah correct

at the end of the financial year

whatever it is we are following it six

months that means September in case of

the April to March and in case of the

calendar year it will be June that will

be the case but under the company act it

is required you set initially also

because all the companies which are

registered on the companies they allow

to comply with the companies Act requ m

in addition to that listing so really

speaking in this particular case owners

to comply with the company's act

requirement because shareholders

approval will be required for the

appointment of the directors and such

entities to whom company's Act is not

applicable then they can this

shareholder approval criteria is gone to

entities if this is a mandatory

separation of the role one more KMP with

sorry this mandatory separation of the

role one more KMP with a reference to

the compliance

officer okay so you are saying I think

the question is that uh if there is a

compliance officer other than the

company secretary appointed under

companies act yeah that is what it means

I think so yeah you have a complaints

officer separately other than the

company's officer so seems to be one

more KMP is this the mandatory separation of the role yeah it means yes

separation of the role yeah it means yes it looks like both company secretary and

it looks like both company secretary and that compliance officer would be covered

that compliance officer would be covered as KMP under companies

as KMP under companies act compliance officer only for The

act compliance officer only for The Limited purposes compliance of the

Limited purposes compliance of the listing agreement requirement right many

listing agreement requirement right many companies have formal compliance officer

companies have formal compliance officer who responsible for the compliances of

who responsible for the compliances of various laws applicable to the company

okay will this webinar will be live on the yes after the webinar is over it is

the yes after the webinar is over it is always disseminated through the U you

always disseminated through the U you can have the

can have the access can you please guide how will

access can you please guide how will companies demonstrate the implementation

companies demonstrate the implementation of the amendment with the reference to

of the amendment with the reference to complaints officer reporting to the one

complaints officer reporting to the one level below the board should this be

level below the board should this be resolution passed uh to this effect

resolution passed uh to this effect correct because it is a board for they

correct because it is a board for they have to decide that he will be reporting

have to decide that he will be reporting to the board directly something there

to the board directly something there should be some kind of a change has to

should be some kind of a change has to happen if company secretary is not one

happen if company secretary is not one level below the level of the board as

level below the level of the board as for the organization structure between

for the organization structure between the directly reporting to CMD as for the

the directly reporting to CMD as for the company by virtal of the appointment CS

company by virtal of the appointment CS company how he should be actually

company how he should be actually interpreted I think you discuss

interpreted I think you discuss elaborately this on this matter I think

elaborately this on this matter I think so here does not actually talk about the

so here does not actually talk about the reporting of the laws but it says about

reporting of the laws but it says about placing the Cs in hierarchy below the

placing the Cs in hierarchy below the board of directors they have not said

board of directors they have not said that they have not said that they said

that they have not said that they said that the the complaints officer is to be

that the the complaints officer is to be one level below the board and directly

one level below the board and directly reporting to the board that's what they

reporting to the board that's what they say in the hierarchy and all those words

say in the hierarchy and all those words they have not used it as

they have not used it as such do we need to employ two person now

such do we need to employ two person now one for the whole time company secretary

one for the whole time company secretary one which is the time for the complaint

one which is the time for the complaint officer please clarify

you can have in fact you see that uh the S listing regulations 2015 has come that

S listing regulations 2015 has come that point of time also I used to say that

point of time also I used to say that the company Secretary of the company

the company Secretary of the company need not be the compliance officer see

need not be the compliance officer see let us be very clear the compliance

let us be very clear the compliance officer is only for the purpose of

officer is only for the purpose of listing regulations

listing regulations exclusively he not a compliance officer

exclusively he not a compliance officer under the company's act he's not a

under the company's act he's not a complaints officer under the other

complaints officer under the other applicable laws so when you are appoint

applicable laws so when you are appoint a person under regulation six of CB

a person under regulation six of CB listing regulations 2015 so and so is

listing regulations 2015 so and so is going to be the compliance officer of

going to be the compliance officer of the company so his role is confined only

the company so his role is confined only to the compliances of the listing

to the compliances of the listing regulations same is the case with

regulations same is the case with insider trading regulations also there

insider trading regulations also there you only difference between the pit

you only difference between the pit regulations and lodr is there the person

regulations and lodr is there the person not necessarily is to be a qualified

not necessarily is to be a qualified company secretary in case of insided

company secretary in case of insided trading regulation the compliance

trading regulation the compliance officer should be a fairly senior

officer should be a fairly senior managerial position having fair amount

managerial position having fair amount of knowledge about the insider trading

of knowledge about the insider trading regulations and he should be able to

regulations and he should be able to appreciate that requirement that's it

appreciate that requirement that's it that's how the definition

that's how the definition goes okay do Leed panelists genuinely

goes okay do Leed panelists genuinely believe that a complain officer being

believe that a complain officer being administratively reporting to the CFO or

administratively reporting to the CFO or CEO will be able to access the board for

CEO will be able to access the board for complaints reporting it's practically

complaints reporting it's practically not possible according to me in a small

not possible according to me in a small or middle type of the companies when we

or middle type of the companies when we say administratively reporting means say

say administratively reporting means say for example he has to go on vacation he

for example he has to go on vacation he has to apply for a leave is he going to

has to apply for a leave is he going to right to the board kindly sanction me

right to the board kindly sanction me the leave that is Administrative purpose

the leave that is Administrative purpose so similarly administratively say for

so similarly administratively say for example if he is not coming to office

example if he is not coming to office punctually not coming on time not

punctually not coming on time not leaving on time so administrative

leaving on time so administrative requirements are different to that of

requirements are different to that of legal requirements so every

legal requirements so every organization the reportings are all most

organization the reportings are all most of the times it will be SE for

of the times it will be SE for functional reporting and administrative

functional reporting and administrative reporting this is nothing new as such

reporting this is nothing new as such this in the organizations these kind of

this in the organizations these kind of things do happen only thing is here

things do happen only thing is here they're formalizing that that's

they're formalizing that that's it this question is address to

it this question is address to sudagar whether change of the reporting

sudagar whether change of the reporting of the compliance officer will

of the compliance officer will indirectly result into oing all

indirectly result into oing all compliances application of the company

compliances application of the company on a company security this amendment is

on a company security this amendment is primarily meant for the ensuring the

primarily meant for the ensuring the compliances with the lodr however to

compliances with the lodr however to ensure the complaint with all the

ensure the complaint with all the applicable laws rest with actually the

applicable laws rest with actually the operating management under CEO how the

operating management under CEO how the compliance officer the differential

compliance officer the differential between the two responsible two

between the two responsible two reporting requirement that is for

reporting requirement that is for compliance with the lodr versus

compliance with the lodr versus compliance with the other

compliance with the other laws see the directors of the company

laws see the directors of the company are

are responsible and they have to given

responsible and they have to given affirmation also under section 134 in

affirmation also under section 134 in the director's responsibility statement

the director's responsibility statement that they have complied with all the

that they have complied with all the applicable laws to the company so

applicable laws to the company so normally what happens is that when a

normally what happens is that when a company secretary is appointed in his

company secretary is appointed in his terms of appointment one of the thing is

terms of appointment one of the thing is that he has to comply with all the

that he has to comply with all the applicable laws of the company that is

applicable laws of the company that is your internal matter as far as the

your internal matter as far as the organization and that particular company

organization and that particular company secretary is concerned whereas here it

secretary is concerned whereas here it is slightly different here there is a

is slightly different here there is a legal requirement stating that see there

legal requirement stating that see there under the companies act it is the board

under the companies act it is the board which is respons responsible for the

which is respons responsible for the compliance of all applicable laws to the

compliance of all applicable laws to the company that is not the direct

company that is not the direct responsibility of the company secretary

responsibility of the company secretary as such under section 12 sorry that

as such under section 12 sorry that uh 2

uh 2 225 of a company secretary 205 205 sorry

225 of a company secretary 205 205 sorry 205 in the 205 they said that he has to

205 in the 205 they said that he has to ensure compliance of the company's law

ensure compliance of the company's law requirements they're not talking about

requirements they're not talking about all applicable laws to the company so

all applicable laws to the company so all applicable laws compliance is the

all applicable laws compliance is the responsible of the board not the company

responsible of the board not the company secretary they assigned that

secretary they assigned that responsibility to the company secretary

responsibility to the company secretary at the time of his appointment one of

at the time of his appointment one of the terms of his appointment is to

the terms of his appointment is to ensure the compliance with the this

ensure the compliance with the this thing that is how they have to go about

thing that is how they have to go about it as far as this particular amendment

it as far as this particular amendment is concerned this is a what's called you

is concerned this is a what's called you can say a legal requirement that there

can say a legal requirement that there should be a compliance officer that

should be a compliance officer that compliance officer is to be a qualified

compliance officer is to be a qualified company secretary he should be in the

company secretary he should be in the whole time employment of the company he

whole time employment of the company he should be designated as a key managerial

should be designated as a key managerial person so then what happens is obviously

person so then what happens is obviously who is a KMP who how his appointment has

who is a KMP who how his appointment has to take place obviously you have to fall

to take place obviously you have to fall back upon 203

back upon 203 requirements okay is it necessary that

requirements okay is it necessary that the complaints officer needs to be

the complaints officer needs to be employed by the listed entity can the

employed by the listed entity can the complain officer appointed in the

complain officer appointed in the capacity of the consultant and not as an

capacity of the consultant and not as an employee fulltime employee fulltime

employee fulltime employee fulltime employee General complainant

employee General complainant confirmation given by the CEO not by the

confirmation given by the CEO not by the Cs see there are different requirements

Cs see there are different requirements are there CEO is not going to give a

are there CEO is not going to give a compliance requirement it's always the

compliance requirement it's always the compliance officer who has to give it to

compliance officer who has to give it to the board of directors at the board

the board of directors at the board meeting okay I don't think where the

meeting okay I don't think where the company secretary appointment is not

company secretary appointment is not there or something like that CEO might

there or something like that CEO might be giving it but CEO never gives that

be giving it but CEO never gives that compliance this thing unless until it is

compliance this thing unless until it is a Banking Company some kind of a banking

a Banking Company some kind of a banking regulation act or RBA requirements are

regulation act or RBA requirements are there it is a different thing altoe in

there it is a different thing altoe in fact the board Also may ask company

fact the board Also may ask company secretary only to give that confirmation

secretary only to give that confirmation yeah would this also mean that the

yeah would this also mean that the complaints officer also has to appointed

complaints officer also has to appointed by the board at a duly convened board

by the board at a duly convened board meeting only that me the practice of the

meeting only that me the practice of the companies checks doing

companies checks doing appointed through the circular

appointed through the circular resolutions that is what I said that KMP

resolutions that is what I said that KMP appointment you have to go as per

appointment you have to go as per 203 if I am not wrong you cannot appoint

203 if I am not wrong you cannot appoint a key managerial person by way of a

a key managerial person by way of a circular

circular resolution okay regulation six does not

resolution okay regulation six does not actually

actually categorically that complaints officer

categorically that complaints officer should report to the board of directors

should report to the board of directors there is actually a mention in the word

there is actually a mention in the word board in regulation 6 is that b but

board in regulation 6 is that b but under lodr regulation board means CV can

under lodr regulation board means CV can you

you clarify that they will come with some

clarify that they will come with some Amendment know if they notice this thing

Amendment know if they notice this thing I agree with you board in the

I agree with you board in the regulations means it is se but it is not

regulations means it is se but it is not that case it is here they might be

that case it is here they might be referring to the board of

referring to the board of directors the Cs and the compli officer

directors the Cs and the compli officer can still be the same person am I right

can still be the same person am I right yeah there's no problem at all because

yeah there's no problem at all because normally it happen to smaller companies

normally it happen to smaller companies only only comes to the bigger companies

only only comes to the bigger companies they need another person yeah that is

they need another person yeah that is right if whole time C has appointed as a

right if whole time C has appointed as a compliance officer does this satisfy the

compliance officer does this satisfy the amended regulations

amended regulations yes of course yes yes complain officer

yes of course yes yes complain officer taking kmb as for the lodr then

taking kmb as for the lodr then companies act need to be

companies act need to be amended no why why no we have been

amended no why why no we have been talking actually companies act

talking actually companies act regulations are company SE requirement

regulations are company SE requirement are different LOD regulations are

are different LOD regulations are different in fact sir I would like say

different in fact sir I would like say here no no sir I would like to comment

here no no sir I would like to comment here I think uh when the when the lodr

here I think uh when the when the lodr said that compliance officer needs to be

said that compliance officer needs to be a company secretary and in case of

a company secretary and in case of larger organizations when there were two

larger organizations when there were two individuals appointed one person as a

individuals appointed one person as a company secretary under companies act

company secretary under companies act and when he was categorized as a KMP

and when he was categorized as a KMP under companies act and suppose Mr B was

under companies act and suppose Mr B was appointed as a uh compliance officer

appointed as a uh compliance officer under lodr there was an anomaly that Mr

under lodr there was an anomaly that Mr a was KMP under companies act and Mr B

a was KMP under companies act and Mr B though he was a compliance officer he

though he was a compliance officer he was not categorized as a KMP I think now

was not categorized as a KMP I think now with this amendment Mr B is also

with this amendment Mr B is also categorized as

categorized as KMP I think by virt of the by virtue of

KMP I think by virt of the by virtue of the appointment the company secretary is

the appointment the company secretary is being appointed as a compliance officer

being appointed as a compliance officer I think by virtue of the definition he

I think by virtue of the definition he become the KMP itself under the

become the KMP itself under the company's act correct and now with

company's act correct and now with compliance officer under lodr this

compliance officer under lodr this amendment the compliance officer which

amendment the compliance officer which was also a company secretary if he was a

was also a company secretary if he was a separate person now that person also is

separate person now that person also is becoming a KMP yeah correct I agree with

becoming a KMP yeah correct I agree with you

yeah do we need to show the reporting of the Cs to MD board in the organization

the Cs to MD board in the organization chart I think this is the totally

chart I think this is the totally internal matter as sudakar actually

internal matter as sudakar actually explained administrative reporting

explained administrative reporting functional reporting and other things

functional reporting and other things and

and all practically CSS cannot directly

all practically CSS cannot directly report any issue to the board let's

report any issue to the board let's understand practically it has to be

understand practically it has to be actually rooted through the MD or CEO

actually rooted through the MD or CEO and therefore I feel administrative

and therefore I feel administrative reporting should be to Chairman to MD or

reporting should be to Chairman to MD or CEO or

CEO or wtd I think we have discussed enough on

wtd I think we have discussed enough on this thing let's go

this thing let's go further and the reporting of the

further and the reporting of the compliance to the board of the

compliance to the board of the appointment one level below the level is

appointment one level below the level is it actually the spit of the compliance

it actually the spit of the compliance of the administratively to the control

of the administratively to the control should be in the hands of the board

I think it's the same question more or less in the current structure of our

less in the current structure of our company uh the current structure of the

company uh the current structure of the company the comp suppos to report

company the comp suppos to report directly to the chairman the managing

directly to the chairman the managing director but does not fall under the

director but does not fall under the category being one level below the board

category being one level below the board terms of the organization hierarchy

terms of the organization hierarchy please adise whether the arrangement

please adise whether the arrangement satisfy the requirement of the LOD

satisfy the requirement of the LOD regulations as amended or whether

regulations as amended or whether modifications or reporting structure is

modifications or reporting structure is actually demonstrated this secretly to

actually demonstrated this secretly to ensure

ensure complaints see I have mentioned already

complaints see I have mentioned already about this thing that organogram of a

about this thing that organogram of a company is concerned legal organogram he

company is concerned legal organogram he should be placed one level below the

should be placed one level below the board because for the purpose of this

board because for the purpose of this listing regulations he reporting is

listing regulations he reporting is directly to the board so when you

directly to the board so when you prepare an organogram for this

prepare an organogram for this particular purpose it he will be one

particular purpose it he will be one level below the board only for your

level below the board only for your internal purpose your administrative

internal purpose your administrative organogram might be slightly different

organogram might be slightly different to that of the

to that of the okay because organogram is nothing but a

okay because organogram is nothing but a pictorial presentation of the reporting

pictorial presentation of the reporting structure that's

structure that's it so whether he us to be there in the

it so whether he us to be there in the organogram or not that is all

organogram or not that is all immaterial yeah Mr suda's view is not

immaterial yeah Mr suda's view is not practically possible as administrative

practically possible as administrative is not possible in an employee of the

is not possible in an employee of the organization to work partly in senior

organization to work partly in senior level and lodr and others in the junior

level and lodr and others in the junior level

provided there is no Gap more than 120 I don't know this is a second question I

don't know this is a second question I think that practically impos possible as

think that practically impos possible as administratively it is not possible for

administratively it is not possible for an employee of an organization to work

an employee of an organization to work partly at senior

partly at senior level see it is not a question of senior

level see it is not a question of senior level or junior level you know please

level or junior level you know please try to understand what I'm trying to say

try to understand what I'm trying to say a company secretary in every

a company secretary in every organization cannot be at the level of

organization cannot be at the level of president or at the level of a CEO at

president or at the level of a CEO at the level of a cf4 it may be one notch

the level of a cf4 it may be one notch below or two notches below also but in

below or two notches below also but in case of a listed company there is a

case of a listed company there is a legal requirement what it says is that

legal requirement what it says is that person should be one level below the

person should be one level below the board means his reporting to be directly

board means his reporting to be directly to the board of directors what I'm

to the board of directors what I'm trying to say is now the practically

trying to say is now the practically when you have to implement the listing

when you have to implement the listing regulations you have to make a car out

regulations you have to make a car out in that car out what it is there is for

in that car out what it is there is for the purpose of listing regulation

the purpose of listing regulation compliances he is appointed as a

compliances he is appointed as a compliance officer for the purpose of

compliance officer for the purpose of listing regulation so in your board when

listing regulation so in your board when you are appointing the compliance

you are appointing the compliance officer for the purpose of listing

officer for the purpose of listing regulations you may clearly bring that

regulations you may clearly bring that thing that he is Mr company secretary

thing that he is Mr company secretary XYZ he has been appointed as a company

XYZ he has been appointed as a company secretary who is also a key managerial

secretary who is also a key managerial person he has been appointed as a

person he has been appointed as a compliance officer for the purpose of sa

compliance officer for the purpose of sa listing regulations

listing regulations 2015 and for the purpose of this

2015 and for the purpose of this particular compliances his reporting

particular compliances his reporting will be to the board of directors

will be to the board of directors directly what is the problem in this now

directly what is the problem in this now when I say that administrative reporting

when I say that administrative reporting means all other things suppose he need a

means all other things suppose he need a loan he has to approach somebody he

loan he has to approach somebody he cannot approach the board for that he

cannot approach the board for that he need to go on a leave there may be some

need to go on a leave there may be some kind of any other related issues are

kind of any other related issues are there some kind of disciplinary action

there some kind of disciplinary action is to be taken against him him relating

is to be taken against him him relating to administrative who will take it every

to administrative who will take it every time the board is not going to do that

time the board is not going to do that so please appreciate what the

so please appreciate what the requirement is and why that is you

requirement is and why that is you understand the spirit behind that what

understand the spirit behind that what SE says is the complaints officer hands

SE says is the complaints officer hands are to be

are to be strengthened suppose if this requirement

strengthened suppose if this requirement is not there he cannot approach the

is not there he cannot approach the board bypassing the person to whom he

board bypassing the person to whom he administratively reporting see normal

administratively reporting see normal reporting what happens in the

reporting what happens in the organizations he may be reporting to the

organizations he may be reporting to the CFO he may be reporting to the

CFO he may be reporting to the CEO if this requirement is not there he

CEO if this requirement is not there he cannot bypass them and approach the

cannot bypass them and approach the board

board directly now what happened is legally he

directly now what happened is legally he has a right to approach the board

has a right to approach the board directly because he has to report to the

directly because he has to report to the board as far as the compliances of

board as far as the compliances of listing regulations are concerned

listing regulations are concerned because as a compliance officer he has

because as a compliance officer he has been entrusted upon with a legal

been entrusted upon with a legal responsibility to ensure the compliances

responsibility to ensure the compliances there may be some hiccups in that for

there may be some hiccups in that for that hiccup to whom he has to approach

that hiccup to whom he has to approach SE says you approach to the board

SE says you approach to the board directly as I told that's why I told you

directly as I told that's why I told you that in case it is a responsibility of

that in case it is a responsibility of the board also to ensure that its

the board also to ensure that its reporting is report functioning whatever

reporting is report functioning whatever the requirements are there appropriately

the requirements are there appropriately or not so once in a while they have to

or not so once in a while they have to check with the complaints officer but is

check with the complaints officer but is the complices properly there as per

the complices properly there as per listing regulations do you have any

listing regulations do you have any issues relating to that that is what is

issues relating to that that is what is responsibility of the board okay okay

responsibility of the board okay okay and I will just add that as you rightly

and I will just add that as you rightly said board should be informed of the

said board should be informed of the amendment and this amendment should be

amendment and this amendment should be run through there is a requirement of

run through there is a requirement of director's training Independence

director's training Independence director training CS is the right person

director training CS is the right person who will be giving some knowledge on

who will be giving some knowledge on this and you can insist on the process

this and you can insist on the process to be followed as regards communication

to be followed as regards communication of lodr compliances and that itself will

of lodr compliances and that itself will solve the issue of administrative

solve the issue of administrative compliance or like that so it is to be C

compliance or like that so it is to be C out we have to work out on the process

out we have to work out on the process yeah thanks so can I move forward now

yeah thanks so can I move forward now yeah I think otherwise we will not able

yeah I think otherwise we will not able to we'll come back the presentation then

to we'll come back the presentation then we'll take up the rest of the

questions next amendment is with respect to disclosure of board decisions based

to disclosure of board decisions based on meeting just one minute one minute

on meeting just one minute one minute Ash see we made discuss till the C come

Ash see we made discuss till the C come home as far as this particular

home as far as this particular regulation six amendment is concerned

regulation six amendment is concerned please appreciate that what I am trying

please appreciate that what I am trying to give out is a kind of how it is going

to give out is a kind of how it is going to be implemented practically or

to be implemented practically or pragmatically you have to work out some

pragmatically you have to work out some kind of a leeway this is the only

kind of a leeway this is the only possibility that's what I'm trying to

possibility that's what I'm trying to say it okay yeah go

ahead uh this is with disclosure of V decisions based on meeting conclusion

decisions based on meeting conclusion time so if the conclusion time of the

time so if the conclusion time of the board meeting is after the normal

board meeting is after the normal trading hours Beyond 3:30 p.m.

trading hours Beyond 3:30 p.m. but more than 3 hours before the next uh

but more than 3 hours before the next uh trading session then the disclosure

trading session then the disclosure timeline has been increased from 30

timeline has been increased from 30 minutes to 3 hours within 3 hours uh

minutes to 3 hours within 3 hours uh suppose the meeting has got over at 5:30

suppose the meeting has got over at 5:30 p.m. then by 8:30 the uh outcome can be

p.m. then by 8:30 the uh outcome can be put on the uh stock exchange website it

put on the uh stock exchange website it is not 30 minutes for them for any other

is not 30 minutes for them for any other case that it is within the trading hour

case that it is within the trading hour timeline then it has to be done within

timeline then it has to be done within 30

minutes next is disclosure of acquisition uh disclosure of acquisition

acquisition uh disclosure of acquisition in any company if the uh listed entity

in any company if the uh listed entity would hold shares or voting rights

would hold shares or voting rights aggregating to 20% that is up from 5%

aggregating to 20% that is up from 5% subsequent changes exceeding 5% then

subsequent changes exceeding 5% then disclosure has to be made then the

disclosure has to be made then the disclosure in case of an unlisted entity

disclosure in case of an unlisted entity acquisition of shares or voting rights

acquisition of shares or voting rights aggregating to 5% or changes exceeding

aggregating to 5% or changes exceeding 2% shall be disclosed quarterly in

2% shall be disclosed quarterly in integrated filing governance report

next is on the analyst or Institutional Investor meets A New Concept of

Investor meets A New Concept of disclosure of names of analysts or

disclosure of names of analysts or institutional investors is introduced

institutional investors is introduced such disclosure is currently optional

such disclosure is currently optional for listed entities presentations

for listed entities presentations prepared by the listed entity for

prepared by the listed entity for analyst or in institutional investors

analyst or in institutional investors meet or post earnings quarterly calls

meet or post earnings quarterly calls has to be disclosed to stock exchanges

has to be disclosed to stock exchanges before the beginning of such events

before the beginning of such events further the audio recording of post

further the audio recording of post earning quarterly calls shall also be

earning quarterly calls shall also be made available promptly on the company's

made available promptly on the company's website before

website before the or within 24 hours from the

the or within 24 hours from the conclusion of such calls video

conclusion of such calls video recordings of post earning calls shall

recordings of post earning calls shall be on company's website within 48 hours

be on company's website within 48 hours from the conclusion so these are

from the conclusion so these are self-explanatory amendments in these

self-explanatory amendments in these disclosure

disclosure requirement further transcripts of post

requirement further transcripts of post earning quarterly calls to be made on

earning quarterly calls to be made on website for 5 years and therefore it

website for 5 years and therefore it needs to be preserved for by the company

needs to be preserved for by the company for 8 years audio video recordings to be

for 8 years audio video recordings to be available on website for 2 years instead

available on website for 2 years instead of 5 years now this audio video

of 5 years now this audio video recording has to be preserved by company

recording has to be preserved by company for 8 years as per the preservation

for 8 years as per the preservation policy of the company transcripts of

policy of the company transcripts of post earning to be available on website

post earning to be available on website for 5 years and preserved by the company

for 5 years and preserved by the company for 8

years next is a major amendment that has come in with respect to the secretarial

come in with respect to the secretarial auditor now this amendment as we have

auditor now this amendment as we have discussed earlier is going to be

discussed earlier is going to be effective 1st of April

effective 1st of April 2025 this this amendment has been

2025 this this amendment has been brought in line with the uh Provisions

brought in line with the uh Provisions like similar to the statutory Auditors

like similar to the statutory Auditors under the companies act the secretary

under the companies act the secretary auditor shall now be appointed or

auditor shall now be appointed or removed by the shareholders in the

removed by the shareholders in the annual general meeting the term for

annual general meeting the term for individual is five years and firm of

individual is five years and firm of company secretaries is two terms of five

company secretaries is two terms of five years which is aligning with the

years which is aligning with the statutory Auditor's appointment

statutory Auditor's appointment Provisions the secret auditor who shall

Provisions the secret auditor who shall be appointed shall be a prayer review

be appointed shall be a prayer review practicing company secretary further the

practicing company secretary further the annual secretary compliance report that

annual secretary compliance report that is being issued may be issued by the

is being issued may be issued by the secretary auditor or any other PCS which

secretary auditor or any other PCS which is a peer reviewed uh practicing company

is a peer reviewed uh practicing company secretary the Casual Vacancy arising out

secretary the Casual Vacancy arising out of the death resignation or

of the death resignation or disqualification of secret auditor shall

disqualification of secret auditor shall be filled by the board of director

be filled by the board of director within 3 months and secretary auditor so

within 3 months and secretary auditor so appointed shall hold office till the

appointed shall hold office till the conclusion of the next anual general

meeting uh sir should I go ahead yeah yeah

yeah please uh next is with respect to

please uh next is with respect to website disclosures following additional

website disclosures following additional qu documents or information shall now be

qu documents or information shall now be placed on the website of a listed entity

placed on the website of a listed entity the articles of Association the

the articles of Association the memorandum of Association brief profile

memorandum of Association brief profile of the board of directors including

of the board of directors including their directorships and full-time

their directorships and full-time positions in body corporate your

positions in body corporate your employee benefit scheme documents and

employee benefit scheme documents and presentations prepared by the listed

presentations prepared by the listed entity for analysts or invest

entity for analysts or invest institutional investors meet post

institutional investors meet post earnings or quarterly calls prior to

earnings or quarterly calls prior to beginning of such

events another major uh amendment that has come in is come in with respect to

has come in is come in with respect to related party transactions four major

related party transactions four major Amendments have come in in respect to

Amendments have come in in respect to rpt that is one is the ratification of

rpt that is one is the ratification of transactions is now allowed but it is

transactions is now allowed but it is subject to certain conditions second is

subject to certain conditions second is prior approval of audit committee shall

prior approval of audit committee shall not be required for payment of sitting

not be required for payment of sitting fees and remuneration to directors and

fees and remuneration to directors and kmbs third is Omnibus approval has now

kmbs third is Omnibus approval has now been extended to subsidary companies and

been extended to subsidary companies and fourth is we will see what is the

fourth is we will see what is the Exempted related party

Exempted related party transactions right ratification of rpt

transactions right ratification of rpt is a major major amendment that has been

is a major major amendment that has been brought in because this concept was

brought in because this concept was already there in the company's act but

already there in the company's act but was not forming a part of sebi

was not forming a part of sebi regulations here regulation 232 states

regulations here regulation 232 states that independent directors in the audit

that independent directors in the audit committee May ratify related party

committee May ratify related party transactions within 3 months from

transactions within 3 months from entering the transaction or in the

entering the transaction or in the immediate next meeting whichever is

immediate next meeting whichever is earlier however it is subjective the sub

earlier however it is subjective the sub uh uh conditions are the value of the

uh uh conditions are the value of the ratified transaction with a related

ratified transaction with a related party whether entered into individually

party whether entered into individually or taken together which is now very

or taken together which is now very clearly specified that all series of

clearly specified that all series of transactions have to be considered

transactions have to be considered during a financial year is less than

during a financial year is less than rupees 1 CR in a financial

rupees 1 CR in a financial year next it is a not a material

year next it is a not a material transaction under regulation 231 of lodr

transaction under regulation 231 of lodr further R rationale for not being able

further R rationale for not being able to seek prior approval shall also be

to seek prior approval shall also be placed before the a committee

placed before the a committee ratification details to be disclosed in

ratification details to be disclosed in half yearly rpt disclosures that we give

half yearly rpt disclosures that we give under regulation

under regulation 239 forther additional conditions may be

239 forther additional conditions may be specified by the audit committee for the

specified by the audit committee for the ratification so as soon as the audit

ratification so as soon as the audit committee meets they may decide if they

committee meets they may decide if they have to want to ratify so there will be

have to want to ratify so there will be two conditions one is the audit

two conditions one is the audit committee may decide to ratify a

committee may decide to ratify a transaction or will decide to not go

transaction or will decide to not go ahead with the transaction then that has

ahead with the transaction then that has to be decided by the audit Committee in

to be decided by the audit Committee in their upcoming meeting so then this can

their upcoming meeting so then this can be taken into

be taken into account uh failure to seek ratification

account uh failure to seek ratification of the audit committee shall render the

of the audit committee shall render the transaction voidable at the option of

transaction voidable at the option of the audit committee so audit committee

the audit committee so audit committee may decide to adopt such transaction

may decide to adopt such transaction ratify such transaction or may also

ratify such transaction or may also decide to cancel the

decide to cancel the transaction the only one thing I would

transaction the only one thing I would like to add here Ash is that some people

like to add here Ash is that some people are under that impression that the

are under that impression that the moment you have not taken prior approval

moment you have not taken prior approval but got it ratified by the audit

but got it ratified by the audit committee or by the board whatever the

committee or by the board whatever the the case it may

the case it may be there is no problem as such see

be there is no problem as such see ratification is only for the purpose

ratification is only for the purpose that if you don't get the ratification

that if you don't get the ratification that particular transaction becomes

that particular transaction becomes voidable at the option of the company by

voidable at the option of the company by getting it ratified only thing is that

getting it ratified only thing is that will not happen as for a non- compliance

will not happen as for a non- compliance is concerned with Section 177 or 188

is concerned with Section 177 or 188 that is going to be there that pay

that is going to be there that pay Provisions are going to be there so that

Provisions are going to be there so that one has to be very clear about that some

one has to be very clear about that some people think that the moment that action

people think that the moment that action is

is ratified as if there is no

ratified as if there is no non-compliance that is not correct the

non-compliance that is not correct the non-compliance remains

correct um under regulation 23 subregulation 2 the remuneration and

subregulation 2 the remuneration and sitting fees paid to its directors KMP

sitting fees paid to its directors KMP or Senior Management excluding the

or Senior Management excluding the promoter promoter group is now exempt

promoter promoter group is now exempt from prior approval of audit committee

from prior approval of audit committee only if the transaction is not a

only if the transaction is not a material transaction and further

material transaction and further remuneration and sitting fees paid by

remuneration and sitting fees paid by the subsidiary of the listed company to

the subsidiary of the listed company to its directors or KMP or Senior

its directors or KMP or Senior Management is now also exempt from prior

Management is now also exempt from prior approval of audit committee only if the

approval of audit committee only if the transaction is not a material

transaction is not a material transaction uh another uh uh important

transaction uh another uh uh important is regulation 23 subregulation 5 which

is regulation 23 subregulation 5 which says that transactions given below will

says that transactions given below will not require shareholders approval

not require shareholders approval transactions which are in the nature of

transactions which are in the nature of payment of statutory dues or statutory

payment of statutory dues or statutory fees or statutory charges and entered

fees or statutory charges and entered into between an entity on one hand and

into between an entity on one hand and central government or state government

central government or state government or any combination and transactions

or any combination and transactions entered into between a public sector

entered into between a public sector company and the central government or

company and the central government or state government on the other hand or

state government on the other hand or any combination shall not require

any combination shall not require shareholders

approval next amendment is on the Omnibus approval for related party

Omnibus approval for related party transactions entered by the subsidary

transactions entered by the subsidary for the transactions at subsidaries

for the transactions at subsidaries level Omnibus approval can also be taken

level Omnibus approval can also be taken in line with the Omnibus approval

in line with the Omnibus approval undertaken by the listed entity the

undertaken by the listed entity the audit committee will have to set out the

audit committee will have to set out the criteria for granting the Omnibus

criteria for granting the Omnibus approval for its subsidary further the

approval for its subsidary further the audit Committee of the listed entity

audit Committee of the listed entity shall monitor those related party

shall monitor those related party transactions on quarterly basis so does

transactions on quarterly basis so does this mean all the transactions that

this mean all the transactions that require Omnibus approval at uh subsidary

require Omnibus approval at uh subsidary level will have to be taken at hold Co

level will have to be taken at hold Co company level the answer is no uh the

company level the answer is no uh the transactions which exceed 10% of the

transactions which exceed 10% of the stand Standalone turnover of the

stand Standalone turnover of the subsidary only those transactions also

subsidary only those transactions also will go to the holdco company for

will go to the holdco company for Omnibus approval

purposes uh further uh the definition of related parties transaction has been uh

related parties transaction has been uh changed and the folling transactions

changed and the folling transactions will has specifically given that the

will has specifically given that the following transactions will not be

following transactions will not be considered as a related party

considered as a related party transaction first is the corporate

transaction first is the corporate actions by subsidiaries of a listed

actions by subsidiaries of a listed entity and corporate actions received by

entity and corporate actions received by the listed entity so the dividend uh

the listed entity so the dividend uh payment of dividend and all such

payment of dividend and all such activities were are now exempt so

activities were are now exempt so receipt of dividend is also exempt as a

receipt of dividend is also exempt as a related party transaction earlier

related party transaction earlier payment was an ex already an Exempted

payment was an ex already an Exempted related party transaction second is

related party transaction second is acceptance of current account deposits

acceptance of current account deposits or saving account deposits by Banks and

or saving account deposits by Banks and payment of interest thereon in

payment of interest thereon in compliance with the directions issued so

compliance with the directions issued so if you're complying with the RBI uh

if you're complying with the RBI uh Norms from time to time then these

Norms from time to time then these transactions will be Exempted to you

transactions will be Exempted to you third important uh thing is retail

third important uh thing is retail purchases from any listed entity or its

purchases from any listed entity or its subsidary by its directors or employees

subsidary by its directors or employees now here specifically they have

now here specifically they have mentioned only the directors and

mentioned only the directors and employees so any retail Purchase made

employees so any retail Purchase made from the listed entity through the

from the listed entity through the retail branches or the retail outlets of

retail branches or the retail outlets of any listed company which will not

any listed company which will not establish a business relationship that

establish a business relationship that it is not going to be a continuous

it is not going to be a continuous relationship but just a oneoff incident

relationship but just a oneoff incident and at other terms which are uniformly

and at other terms which are uniformly applicable and is offered to all

applicable and is offered to all employees and directors will is now an

employees and directors will is now an Exempted related party

Exempted related party transaction further it is also stated

transaction further it is also stated that one would still have to evaluate

that one would still have to evaluate such

such requirement from the perspective of

requirement from the perspective of section 177 of companies act and uh

section 177 of companies act and uh whether you will take prior approval of

whether you will take prior approval of audit committee will have to be decided

audit committee will have to be decided Sak would you like to say something yeah

Sak would you like to say something yeah yeah and in fact you know this is a very

yeah and in fact you know this is a very important thing several times people are

important thing several times people are under the if any kind of exemptions are

under the if any kind of exemptions are there under 188 it is automatically

there under 188 it is automatically Exempted under 177 which is not the case

Exempted under 177 which is not the case of course then this by now I am sure

of course then this by now I am sure that everybody might have understood

that everybody might have understood that clearly same is the case now

that clearly same is the case now certain exemptions are there in the

certain exemptions are there in the related party transactions under

related party transactions under regulation

regulation 23 the same exemptions might have been

23 the same exemptions might have been covered under 188 or might not have been

covered under 188 or might not have been covered under 188 so you have to see

covered under 188 so you have to see that separately suppose this Exempted

that separately suppose this Exempted transactions under the listing

transactions under the listing regulations if they are not Exempted

regulations if they are not Exempted under the company act then you have to

under the company act then you have to comply with 188 Provisions that means

comply with 188 Provisions that means whereever you require shareholders

whereever you require shareholders approval you have to take that wherever

approval you have to take that wherever you require the board approval you have

you require the board approval you have to take that suppose say for example in

to take that suppose say for example in 188 also is Exempted but in case of 177

188 also is Exempted but in case of 177 there are absolutely no exemptions every

there are absolutely no exemptions every transaction with a related party has to

transaction with a related party has to have the prior approval under the audit

have the prior approval under the audit committee so definitely what you rightly

committee so definitely what you rightly said is that you have to ensure that

said is that you have to ensure that audit committee approval has been taken

audit committee approval has been taken for every related party

for every related party transaction

yeah so should we take any questions or I should

I should go I think for

go I think for because there are lot of questions out

because there are lot of questions out there complete the presentation now

there complete the presentation now because will be lot of them questions

because will be lot of them questions yeah uh another important amendment that

yeah uh another important amendment that has come in is with respect to

has come in is with respect to reclassification of promoters uh

reclassification of promoters uh regulation 31a with immediate effect uh

regulation 31a with immediate effect uh sebi has revamped the process of re

sebi has revamped the process of re reclassification of promoter and

reclassification of promoter and promoter group to public uh earlier the

promoter group to public uh earlier the provision was that prior approval has to

provision was that prior approval has to be taken from the stock exchange uh

be taken from the stock exchange uh before applying for reclassification of

before applying for reclassification of promoters now companies need to seek

promoters now companies need to seek nooc and a timeline is also given that

nooc and a timeline is also given that the stock exchange has to give that nooc

the stock exchange has to give that nooc within a period of 30 days after receipt

within a period of 30 days after receipt of the uh no objection certificate the

of the uh no objection certificate the company has to ensure that the

company has to ensure that the shareholder approval is in place within

shareholder approval is in place within 60 days so under regulation 31 a8b of

60 days so under regulation 31 a8b of lodr the outcome of the board meeting

lodr the outcome of the board meeting including their views on the rec

including their views on the rec classification request has to be

classification request has to be disclosed so first is prior approval

disclosed so first is prior approval mechanism has gone it has been replaced

mechanism has gone it has been replaced with nooc timeline has been brought in

with nooc timeline has been brought in for the reclassification that three

for the reclassification that three within three months this has to be

done and this provision is coming into effect with immediate uh with immediate

effect with immediate uh with immediate effect uh next amendment is with respect

effect uh next amendment is with respect to annual report and financial

to annual report and financial statements uh the listed companies shall

statements uh the listed companies shall send a letter with web link to access

send a letter with web link to access the annual reports instead of

the annual reports instead of dispatching the hard copy of annual

dispatching the hard copy of annual report to the shareholders whose email

report to the shareholders whose email addresses are not registered so this is

addresses are not registered so this is a very important Amendment uh they can

a very important Amendment uh they can give send a letter with the web link the

give send a letter with the web link the next is the listed companies shall give

next is the listed companies shall give a public advertisement of financial

a public advertisement of financial results via a QR code and the details of

results via a QR code and the details of the web page so they need not uh print

the web page so they need not uh print the entire Financial results they can

the entire Financial results they can give a QR code and details of the web

give a QR code and details of the web page so this is the adantage this is the

page so this is the adantage this is the amendment what I was mentioning the

amendment what I was mentioning the complaint cost is going to be reduced

complaint cost is going to be reduced drastically especially for big companies

drastically especially for big companies where your shareholder base is very

where your shareholder base is very large so for example in case of Reliance

large so for example in case of Reliance 3 million shareholders plus is the

3 million shareholders plus is the shareholder base so now what happens

shareholder base so now what happens because of this wherever your registered

because of this wherever your registered email IDs are not there earlier we were

email IDs are not there earlier we were to send the hard copies of the annual

to send the hard copies of the annual reports which is not required now so you

reports which is not required now so you are saving as far as the printing cost

are saving as far as the printing cost is concerned the paper cost is concerned

is concerned the paper cost is concerned similarly the postage cost is concerned

similarly the postage cost is concerned and similarly in case of the quarterly

and similarly in case of the quarterly financial statements also that

financial statements also that publishing it in the newspapers is not

publishing it in the newspapers is not required you have to Simply give that QR

required you have to Simply give that QR code and the web page or the

code and the web page or the advertisement will be smaller in size

advertisement will be smaller in size however they have given an option to the

however they have given an option to the listed companies if they want to do it

listed companies if they want to do it by all means they can do it voluntarily

by all means they can do it voluntarily okay

okay yeah uh next amendment is with respect

yeah uh next amendment is with respect to record date the time gap between the

to record date the time gap between the intimation and actual record date has

intimation and actual record date has now been reduced to three working days

now been reduced to three working days from the seven working days except for

from the seven working days except for corporate action through a scheme of

corporate action through a scheme of arrangement further the minimum gap

arrangement further the minimum gap between two record dates has been

between two record dates has been reduced to five working days from 30

reduced to five working days from 30 days and the uh minimum gap between two

days and the uh minimum gap between two book closures is now

omitted I think more or less the book closure is actually gone

closure is actually gone now only with the record date moral

now only with the record date moral remain only in the

yeah further relaxations from certain compliance for companies coming out of

compliance for companies coming out of IBC framework companies coming out of

IBC framework companies coming out of corporate insolvency resolution process

corporate insolvency resolution process would now have additional time to comply

would now have additional time to comply with lodr three month time for f filling

with lodr three month time for f filling up the vacancy of KMP subject to at

up the vacancy of KMP subject to at least having at least one full-time KMP

least having at least one full-time KMP 3 months to have the required board com

3 months to have the required board com committee composition additional time of

committee composition additional time of 45 days or 60 days for annual results to

45 days or 60 days for annual results to be provided for disclosure of financial

be provided for disclosure of financial results for the quarter in which the

results for the quarter in which the resolution plan is approved so the

resolution plan is approved so the timeline has now been given for the

timeline has now been given for the compliance with the setb

requirements last part is the discretionary requirement uh so

discretionary requirement uh so independent directors of the top 2,000

independent directors of the top 2,000 listed entities are now encouraged to

listed entities are now encouraged to hold at least two meetings annually

hold at least two meetings annually without non-independent directors or

without non-independent directors or management this is increased from one

management this is increased from one meeting a year but at the moment it is

meeting a year but at the moment it is discretionary entities rant 1,000 to

discretionary entities rant 1,000 to 2,000 are now 1,1 to 2,000 are allowed

2,000 are now 1,1 to 2,000 are allowed to form a risk management committee

to form a risk management committee further the disclosures in xbrl format

further the disclosures in xbrl format by debt listed entities as for the

by debt listed entities as for the guidelines specified by the stock

guidelines specified by the stock exchanges so with this I cover all the

exchanges so with this I cover all the Amendments so we can take the questions

yeah you can stop sharing the presentation I

presentation I think I think we will require to go back

think I think we will require to go back if required the question so yeah yeah

if required the question so yeah yeah one minute just give me a minute

proper exemption should be actually introduced in the companies act SAR as

introduced in the companies act SAR as technically compliance officer required

technically compliance officer required more relatively in the lodr regulation

only can listed entity appoint interim compliance

officer yeah so for example if the regular

yeah so for example if the regular compliance officer has resigned until

compliance officer has resigned until the time you get person you can do it in

the time you get person you can do it in the interium but again you have to

the interium but again you have to ensure the qualifications and the

ensure the qualifications and the appointment procedure and is there they

appointment procedure and is there they have to ensure

have to ensure that one small doubt can a complaints

that one small doubt can a complaints officer for the interim if you are

officer for the interim if you are talking can be other than the company

talking can be other than the company secretary

secretary so he that's what I told you the qualif

so he that's what I told you the qualif that whatever the person is there that

that whatever the person is there that requirements under regulation six those

requirements under regulation six those are to be complied

are to be complied with you cannot appoint anybody and

with you cannot appoint anybody and everybody as a compliance officer

everybody as a compliance officer whatever the legal requirements of I

whatever the legal requirements of I think it is mentioned also if I am not

think it is mentioned also if I am not wrong the interior person whoever is

wrong the interior person whoever is going to be appointed he has to satisfy

going to be appointed he has to satisfy those conditions but practically I have

those conditions but practically I have seen in some of the company they appoint

seen in some of the company they appoint the intering compliance officer as a CFO

the intering compliance officer as a CFO who's not a qualified company secretary

who's not a qualified company secretary sir that was earlier but not it is not

sir that was earlier but not it is not possible under the amended

possible under the amended regulations

regulations okay either any change in the

okay either any change in the appointment process of the qualific

appointment process of the qualific qualification criteria in the

qualification criteria in the appointment of the secret auditor for

appointment of the secret auditor for the financial year

2425 the amendment is prospective so from 2025 we will see the compliance

from 2025 we will see the compliance with respect to

with respect to this so for the financial year

this so for the financial year 2526 when you are going to appoint the

2526 when you are going to appoint the secretarial auditor his appointment

secretarial auditor his appointment should be by the shareholders at the

should be by the shareholders at the forthcoming AGM of the company with term

forthcoming AGM of the company with term attached

attached correct in the responsibility of the

correct in the responsibility of the compliance officer is specified in the

compliance officer is specified in the regulations six include ensuring the

regulations six include ensuring the Conformity with the regulations

Conformity with the regulations provision applicable in the listed

provision applicable in the listed entity in letter and

entity in letter and spirit recent amendment in the company's

spirit recent amendment in the company's compliance officer shall not be more

compliance officer shall not be more than one level below the

than one level below the board is will report to the regulatory

board is will report to the regulatory Provisions applicable to entity and not

Provisions applicable to entity and not only to the lodr regulation that is

only to the lodr regulation that is actually the correct interpretation as

actually the correct interpretation as per my view in contrast view given by

per my view in contrast view given by the sudagar

the sudagar sir see whatever you may understand the

sir see whatever you may understand the things tomorrow when SE comes God

things tomorrow when SE comes God forbids for any inspection and all or in

forbids for any inspection and all or in fact as a secretarial auditor also

fact as a secretarial auditor also whether you have complied with the

whether you have complied with the regulation six or not how you will check

regulation six or not how you will check that

that thing so the checking should be that his

thing so the checking should be that his reporting should be there to the board

reporting should be there to the board directly how you will ensure that so

directly how you will ensure that so your board

your board minutes one way of what's called

minutes one way of what's called establishing that my complains officer

establishing that my complains officer is reporting to the board directly how

is reporting to the board directly how you will establish that by merely

you will establish that by merely preparing an organogram nobody will

preparing an organogram nobody will believe that you need to have a proper

believe that you need to have a proper process

process is that properly approved by the board

is that properly approved by the board itself so the way I have mentioned that

itself so the way I have mentioned that you may have to take a resolution

you may have to take a resolution stating that in the board meeting that

stating that in the board meeting that compliance officer who is a qualified

compliance officer who is a qualified secretary who is a designated KMP Etc

secretary who is a designated KMP Etc everything and he will be reporting to

everything and he will be reporting to the board directly wherever it is not

the board directly wherever it is not there it has to be made now that is how

there it has to be made now that is how you will establish Theos okay tomorrow

you will establish Theos okay tomorrow if sa comes for this thing and they say

if sa comes for this thing and they say by that okay now how you have complied

by that okay now how you have complied with regulation six forget about s for a

with regulation six forget about s for a moment even the secretarial auditor is

moment even the secretarial auditor is also under obligation to ensure that the

also under obligation to ensure that the company has complied with the c

company has complied with the c regulations and listing regulations is

regulations and listing regulations is one part of that insided trading

one part of that insided trading regulations Another Part of That So when

regulations Another Part of That So when the secretari auditor is going to

the secretari auditor is going to examine that how you will ensure the

examine that how you will ensure the compliance with regulation six this is

compliance with regulation six this is how it is to be so you need to establish

how it is to be so you need to establish that you cannot simply presenting the

that you cannot simply presenting the organogram one level below the board I

organogram one level below the board I don't think that will work out you will

don't think that will work out you will have you further say about this so one

have you further say about this so one as a company secretary to the board you

as a company secretary to the board you will have to demonstrate what all are

will have to demonstrate what all are the things you have reported to the

the things you have reported to the board during your quarterly or your

board during your quarterly or your whatever regular board meetings that you

whatever regular board meetings that you have conducted what all are the things

have conducted what all are the things that you have reported to the board it

that you have reported to the board it is those papers or that information that

is those papers or that information that you have brought across to the board you

you have brought across to the board you know as as a board uh secretary what are

know as as a board uh secretary what are what all are the things that you have

what all are the things that you have presented to the

presented to the board you know what kind of support you

board you know what kind of support you have uh you know you have brought in as

have uh you know you have brought in as as an organizational officer how how

as an organizational officer how how have you put forward what what all kind

have you put forward what what all kind of information have you brought to the

of information have you brought to the board and how you have supported because

board and how you have supported because if you read section

if you read section 205 there are some duties cast upon you

205 there are some duties cast upon you as a company secretary now under

as a company secretary now under regulation five and six also there are

regulation five and six also there are some uh uh obligations given under lodr

some uh uh obligations given under lodr so please understand there is an

so please understand there is an honorous uh responsibility cast on these

honorous uh responsibility cast on these compliance officers so we need to

compliance officers so we need to demonstrate how we are able to uh you

demonstrate how we are able to uh you know uh uh uh practice these kind of uh

know uh uh uh practice these kind of uh uh these kind of uh obligations and how

uh these kind of uh obligations and how we are able to give kind that kind of

we are able to give kind that kind of support

support because what the the regulator sebi is

because what the the regulator sebi is expecting from the company secretaries

expecting from the company secretaries is that we give that kind of support to

is that we give that kind of support to the independent directors and to the

the independent directors and to the entire board like sudhakar s just

entire board like sudhakar s just mentioned when the board is relying on

mentioned when the board is relying on us for the compliance of all applicable

us for the compliance of all applicable laws it is that kind of support that is

laws it is that kind of support that is expected from the company

expected from the company secretaries what are the kinds of sub

secretaries what are the kinds of sub know processes that we have put in place

know processes that we have put in place are we flagging of those kinds of

are we flagging of those kinds of instances of non-compliances or

instances of non-compliances or instances of you know uh any red flags

instances of you know uh any red flags that we know or potential conflicts that

that we know or potential conflicts that we come across during our day-to-day

we come across during our day-to-day operations or during our uh uh uh you

operations or during our uh uh uh you know our official uh commitments are we

know our official uh commitments are we coming across some things that we need

coming across some things that we need that you know as board they need to know

that you know as board they need to know are we hiding something from the board

I way that compliance officer under lodr is responsible for all the

is responsible for all the compliances that the owners is given

compliances that the owners is given when you are given that responsibility

when you are given that responsibility is a big owners there are many thing

is a big owners there are many thing which will come as a your view or

which will come as a your view or interpretation which can be differently

interpretation which can be differently interpreted at that juncture you should

interpreted at that juncture you should be given right to place before the board

be given right to place before the board so it's a right given to you how you

so it's a right given to you how you exercise when you exercise how you

exercise when you exercise how you demonstrate you have exercise that is

demonstrate you have exercise that is your own criteria your own decision as a

your own criteria your own decision as a professional you have to ensure that you

professional you have to ensure that you have communicated to the board and

have communicated to the board and that's why they have CRI specifically

that's why they have CRI specifically mentioned you are one level below the

mentioned you are one level below the board that means you are allowed to

board that means you are allowed to communicate you are responsible rather I

communicate you are responsible rather I put that way it's very clear that you

put that way it's very clear that you are responsible to the board and board

are responsible to the board and board is respon and sudaka rightly mentioned

is respon and sudaka rightly mentioned that board should know that who are

that board should know that who are reporting so put that board also aware

reporting so put that board also aware that you should also ask the questions

that you should also ask the questions like CFO are responsible like coo like

like CFO are responsible like coo like CS is responsible compliance officer is

CS is responsible compliance officer is responsible B should know that boss

responsible B should know that boss entire board is responsible for these

entire board is responsible for these all compliances and Alon has so many

all compliances and Alon has so many compliances which has subjective

compliances which has subjective interpretation at that juncture for this

interpretation at that juncture for this kind of compliance

kind of compliance my CS or this compliance officer is

my CS or this compliance officer is responsible and they should report to

responsible and they should report to the board and they will ask them so it's

the board and they will ask them so it's Clarity on the thoughts that it in

Clarity on the thoughts that it in between is for reporting purpose any

between is for reporting purpose any purpose is person is there CNB coo

purpose is person is there CNB coo whatever but for this compliance this is

whatever but for this compliance this is the LOD compliance officer they are

the LOD compliance officer they are responsible their view we have to

responsible their view we have to take what is the frequency in fact just

take what is the frequency in fact just one minute vaa in fact see one more

one minute vaa in fact see one more thing I would like to add here is

thing I would like to add here is several times the company secretaries

several times the company secretaries used to say that we have been assigned

used to say that we have been assigned with so much of responsibilities but we

with so much of responsibilities but we have not been

have not been empowered because our reporting is to be

empowered because our reporting is to be to the CFO CEO and we can't go beyond

to the CFO CEO and we can't go beyond that that is one reason in the insided

that that is one reason in the insided trading regulations earlier they said

trading regulations earlier they said that the compliance officer has to

that the compliance officer has to report to the board

report to the board directly when that amendment has come

directly when that amendment has come that time in fact I brought this

that time in fact I brought this question also why not for listing

question also why not for listing regulations

regulations so that question is coming up now what

so that question is coming up now what SE has done is in fact this is a great

SE has done is in fact this is a great initiative that's what I appreciate in

initiative that's what I appreciate in this particular Amendment SE said that

this particular Amendment SE said that there is so much of in fact earlier what

there is so much of in fact earlier what they did that while they're defining the

they did that while they're defining the Senior Management they said that

Senior Management they said that including the CFO and the Cs of the

including the CFO and the Cs of the company so that means in the hierarchy

company so that means in the hierarchy your organogram hierarchy chart is

your organogram hierarchy chart is concerned you may be in a junior

concerned you may be in a junior position it doesn't matter as far as

position it doesn't matter as far as listing regulations are concerned you

listing regulations are concerned you are a part of the Senior

are a part of the Senior Management now what they say is by you

Management now what they say is by you have to report to the board directly so

have to report to the board directly so they strengthening your hands and

they strengthening your hands and tomorrow if God forbids if any non-

tomorrow if God forbids if any non- compliance takes place and all as a

compliance takes place and all as a company secretary you cannot take a

company secretary you cannot take a shade under that look I have not been

shade under that look I have not been empowered to do these

empowered to do these things that you cannot say that now what

things that you cannot say that now what happened is there is an obligation for

happened is there is an obligation for you to report to the board that's what I

you to report to the board that's what I said that there is an obligation of the

said that there is an obligation of the board also to take your report because

board also to take your report because you are the report one of the report is

you are the report one of the report is to the board directly so it is the

to the board directly so it is the responsibility of the board also once in

responsibility of the board also once in a while to check with its report is

a while to check with its report is whether everything is going properly or

whether everything is going properly or not and if as sudhakar said if you write

not and if as sudhakar said if you write in the board the board is aware the

in the board the board is aware the process is written so it become a dual

process is written so it become a dual responsibility your responsibility as

responsibility your responsibility as well as Board responsibility so C it is

well as Board responsibility so C it is the Liberty how it can be achieved that

the Liberty how it can be achieved that you will be asked and you will be given

you will be asked and you will be given opportunity to say what you feel so that

opportunity to say what you feel so that you work out in your organization

you work out in your organization through this amendment that is a

through this amendment that is a suggestion it's on reg regulation six in

suggestion it's on reg regulation six in fact D regulation 6 is going to save the

fact D regulation 6 is going to save the compliance officers and the company

compliance officers and the company secretaries it is like a Sav in fact we

secretaries it is like a Sav in fact we can say

can say that because responsibility is there was

that because responsibility is there was you will be questioned and you will be

you will be questioned and you will be asked why can't you give the right that

asked why can't you give the right that they are giving you position here they

they are giving you position here they are

recognizing yeah what is the frequency of the conducting the audit committee

of the conducting the audit committee meeting in case of the unlisted public

company the unlisted public company section 177 has given its

section 177 has given its responsibilities the terms of reference

responsibilities the terms of reference to the audit committee they are there so

to the audit committee they are there so and the companies act if I'm not wrong

and the companies act if I'm not wrong nowhere they mentioned about the how

nowhere they mentioned about the how many meetings of the audit committee has

many meetings of the audit committee has to take place it is not mentioned but it

to take place it is not mentioned but it has given the responsibilities to the

has given the responsibilities to the audit committee it is up to the audit

audit committee it is up to the audit committee how many times they want to

committee how many times they want to meet as if it is an unlisted

meet as if it is an unlisted company somebody has put income could be

company somebody has put income could be P I don't think it is correct p is

P I don't think it is correct p is actually profit after tax we discuss

actually profit after tax we discuss enough on income and turnover ex and I

enough on income and turnover ex and I think

think so my current Secretary audit form is

so my current Secretary audit form is currently completed 2 years tenor can I

currently completed 2 years tenor can I take the appointment for two terms of 5

take the appointment for two terms of 5 years again in the next

years again in the next AGM I think you

said can you please clear who comes under one level below the board I think

under one level below the board I think we discussed this enough enough no more

we discussed this enough enough no more question on one

level now with clarify that only re ation payable to the promoter

only re ation payable to the promoter and promoter group requires approval of

and promoter group requires approval of the Audi committee does it mean that I

the Audi committee does it mean that I have to take approval of the Audi

have to take approval of the Audi committee immediately for any reation

committee immediately for any reation payable to promoter group from 12th

payable to promoter group from 12th December 24 for financial year

2425 remuneration approval was already there the provision was already

there the provision was already there

there yeah executive director appointment is

yeah executive director appointment is is actually mandatory under regulation

is actually mandatory under regulation 177 as the word shall be shall is

177 as the word shall be shall is actually

written sorry sir it does not talk about just reporting to the board for lodr I'm

just reporting to the board for lodr I'm not able to get what it is

yeah what if we do approval of the executive directors on the board and

executive directors on the board and appoint

appoint CEO as for the section

CEO as for the section 203 for

203 for day-to-day day to-day affs and designate

day-to-day day to-day affs and designate him as a

KMP it says what if we do not appoint executive director on the board and

executive director on the board and appoint CEO as per section 203 for

appoint CEO as per section 203 for day-to-day Affairs and designate him as

day-to-day Affairs and designate him as a

km see that a company not b unless until you know you have that 196 requirements

you know you have that 196 requirements you don't need to have a managing

you don't need to have a managing director or a whole time director you

director or a whole time director you know so you can manage with a CEO

know so you can manage with a CEO because see what happens is under 196

because see what happens is under 196 you don't need to appoint a managing

you don't need to appoint a managing director but under 203 you may have to

director but under 203 you may have to appoint a

CEO think the compliance servic is also a KMP now as per the amendment yeah that

a KMP now as per the amendment yeah that is right that also we discuss

is right that also we discuss actually when a compliance officer has

actually when a compliance officer has minute one minute see compliance officer

minute one minute see compliance officer by default he's not becoming a

by default he's not becoming a KMP a k first of all he has to be a KMP

KMP a k first of all he has to be a KMP then he is qualified to be appointed as

then he is qualified to be appointed as a compliance

a compliance officer so to appoint a person as a

officer so to appoint a person as a compliance officer the prerequisites are

compliance officer the prerequisites are he should be a qualified company

he should be a qualified company secretary he should be in the whole time

secretary he should be in the whole time employment of the company and he should

employment of the company and he should be designated as a key manager person

be designated as a key manager person then only you can employ and he has to

then only you can employ and he has to report to the board directly and he has

report to the board directly and he has to be he can be appointed as a

to be he can be appointed as a complaints officer so these are the

complaints officer so these are the prerequisites for

prerequisites for that when a compliance officer has to

that when a compliance officer has to report to the board

report to the board then any matter is actually reported to

then any matter is actually reported to the chairman then it become the respons

the chairman then it become the respons of the chairman to see that the matter

of the chairman to see that the matter is actually appropriately brought to the

is actually appropriately brought to the notice to the complete the board no

notice to the complete the board no director should actually later report

director should actually later report that he was not informed about about

that he was not informed about about this

this matter that is right actually it is it

matter that is right actually it is it is up to the chairman how he will handle

is up to the chairman how he will handle the matter it all depends upon the

the matter it all depends upon the matter whether he he can resolve himself

matter whether he he can resolve himself that issue or if it is a one to one

that issue or if it is a one to one issue then he has to just resolve

issue then he has to just resolve between every issue you don't need to

between every issue you don't need to bring it to the board entire board see

bring it to the board entire board see we have to also understand that the the

we have to also understand that the the time of the board is very precious so

time of the board is very precious so you that is the reason actually why I

you that is the reason actually why I was mentioning that administrative

was mentioning that administrative reporting of the compliance officer to

reporting of the compliance officer to be for anybody else because for

be for anybody else because for everything he cannot approach the board

everything he cannot approach the board and board cannot look into the

and board cannot look into the administrative related issues of the

administrative related issues of the compliance

compliance officer is a disclosure triggered under

officer is a disclosure triggered under regulation 30 for change of the

regulation 30 for change of the designation and SMP KMP is required to

designation and SMP KMP is required to be reported what is the implication of

be reported what is the implication of the change ofb definition when it says

the change ofb definition when it says include KMP example with the

include KMP example with the P

regulations I could understand the question actually and in fact I lost a

question actually and in fact I lost a track of this uh in the chat box also

track of this uh in the chat box also because there are so many questions are

because there are so many questions are there I could is a disclosure triggered

there I could is a disclosure triggered under regulation 30 for change in the

under regulation 30 for change in the designation of s SMP KMP I think Senior

designation of s SMP KMP I think Senior Management personel to key manager

Management personel to key manager that's what he's talking he be reported

that's what he's talking he be reported what is the implication of change of the

what is the implication of change of the SMP definition when it says it includes

SMP definition when it says it includes KB example with

KB example with the p

regulations see p regulations are different listic regulations are

different listic regulations are different the compliances are also

different the compliances are also different okay so if one regulation says

different okay so if one regulation says by that the compliance officer is to be

by that the compliance officer is to be a KMP that doesn't mean that other

a KMP that doesn't mean that other regulations also he has to be a KMP

regulations also he has to be a KMP there so as I mentioned that in case of

there so as I mentioned that in case of insider trading regulations the

insider trading regulations the compliance officer need not be a

compliance officer need not be a qualified company

qualified company secretary whereas in case of listing

secretary whereas in case of listing regulations he has to be a qualified

regulations he has to be a qualified company secretary inside a trading

company secretary inside a trading regulations he need not be the complains

regulations he need not be the complains officer need not be a KMP

officer need not be a KMP even so you have to see that what are

even so you have to see that what are the prerequisites for to become a

the prerequisites for to become a complaint officer under a particular

complaint officer under a particular regulation changes in regulation

regulation changes in regulation 1A now actually mandat PR approval share

1A now actually mandat PR approval share appointment of the directors who have

appointment of the directors who have actually attained the age of 75 years

actually attained the age of 75 years this suggests that there is a ambiguity

this suggests that there is a ambiguity in the earlier regulations as a prer

in the earlier regulations as a prer approval may not have been explicitly

approval may not have been explicitly required consequently several companies

required consequently several companies have actually been fined under this

have actually been fined under this clause and related cases are still

clause and related cases are still pending in the Supreme Court given the

pending in the Supreme Court given the track is clearly the earlier regulation

track is clearly the earlier regulation will the NSC consider refunding the

will the NSC consider refunding the fines imposed on these companies we

fines imposed on these companies we can't discuss this on this platform I

can't discuss this on this platform I think but uh we should discuss on the

think but uh we should discuss on the Amendments on please yeah and I would

Amendments on please yeah and I would like to clarify here that the views

like to clarify here that the views expressed here are my individual views

expressed here are my individual views and they are not views of NSE in any

and they are not views of NSE in any manner

manner whatsoever what a company has a cut a

whatsoever what a company has a cut a company secretary how pro pro you did

company secretary how pro pro you did you good did a good thing during the

you good did a good thing during the course otherwise after the program is

course otherwise after the program is over I thought of calling you and saying

over I thought of calling you and saying that the beginning itself always put

that the beginning itself always put this Rider because it is to safeguard

this Rider because it is to safeguard yourself yeah when a company has a

yourself yeah when a company has a company secretary and how now appoint

company secretary and how now appoint another company secretary as a

another company secretary as a complaints officer will the csb actually

complaints officer will the csb actually absolved of by the liity of the non-

absolved of by the liity of the non- complaints as a domain of the Cs who are

complaints as a domain of the Cs who are actually appointed

see uh according to me the company Secretary of the company who is the key

Secretary of the company who is the key manager person and 205 he got the

manager person and 205 he got the overall responsibility so he cannot say

overall responsibility so he cannot say that look I'm am not responsible for

that look I'm am not responsible for this same is the case with the board of

this same is the case with the board of directors also board of directors have

directors also board of directors have appointed a complaints officer doesn't

appointed a complaints officer doesn't mean they they abdicating they cannot

mean they they abdicating they cannot they can abdicate the responsibility so

they can abdicate the responsibility so what happens is that for certain things

what happens is that for certain things you are appointing spe what's called

you are appointing spe what's called exclusively specialist expert people to

exclusively specialist expert people to ensure the

ensure the compliances but ultimately whoever is

compliances but ultimately whoever is the person the superior he has to uh

the person the superior he has to uh review the performance review the

review the performance review the compliances

compliances periodically so in this case maybe there

periodically so in this case maybe there is another company secretary who is also

is another company secretary who is also a KMP say for example joint company

a KMP say for example joint company secretary you can call designation wise

secretary you can call designation wise you may give anything but that means

you may give anything but that means what a company is having it the two

what a company is having it the two company secretaries you are filing the

company secretaries you are filing the DI 12 form for both of them designating

DI 12 form for both of them designating them both as KMS and you are seeing that

them both as KMS and you are seeing that when the time of his appointment or in

when the time of his appointment or in the terms of appointment you are writing

the terms of appointment you are writing that exclusively he is responsible for 1

that exclusively he is responsible for 1 2 3 4 5 where the other person is

2 3 4 5 where the other person is responsible for certain things so in

responsible for certain things so in these two what happens is one person

these two what happens is one person might be a compliance officer only

might be a compliance officer only though he is a qualified company

though he is a qualified company secretary whereas the other person he is

secretary whereas the other person he is a company Secretary of the company for

a company Secretary of the company for the purpose of

the purpose of 205 so when you are appointing these

205 so when you are appointing these people like this you have to clearly

people like this you have to clearly demarcate what are their

demarcate what are their responsibilities and certain things by

responsibilities and certain things by default under the act or the regulations

default under the act or the regulations itself they may be there where are

itself they may be there where are certain things it may not be so

certain things it may not be so according to me the compliance officer

according to me the compliance officer who has been appointed under the list

who has been appointed under the list regulations he is the first line of

regulations he is the first line of defense as far as the suppose if any non

defense as far as the suppose if any non compliance takes place he is the person

compliance takes place he is the person who will be

who will be questioned that doesn't mean the company

questioned that doesn't mean the company Secretary of the company can get away

Secretary of the company can get away with that he can always take a cover

with that he can always take a cover that look there is a specialist is there

that look there is a specialist is there who has been interested with this

who has been interested with this responsibilities but at the same point

responsibilities but at the same point of time he too has to keep his ears and

of time he too has to keep his ears and eyes open he cannot completely

eyes open he cannot completely uh what's called say I have nothing to

uh what's called say I have nothing to do with

this yeah see now it is going to be 1:00 we still have more 30

we still have more 30 questions let us take it quickly okay in

questions let us take it quickly okay in sub one of the regulation six it is

sub one of the regulation six it is stated actually qu qualified the only

stated actually qu qualified the only thing is you know you don't if it is a

thing is you know you don't if it is a question we already answer then don't

question we already answer then don't take it up okay qualified comp how can

take it up okay qualified comp how can the pro yeah we talked about the

the pro yeah we talked about the compliance officer I think which

compliance officer I think which committee will be responsible the

committee will be responsible the compliance officers report I think board

compliance officers report I think board us it actually who would be actually

us it actually who would be actually undertake the annual

undertake the annual performance appraisals of the compliance

performance appraisals of the compliance officer pursu the new regulation would

officer pursu the new regulation would it be the board CFO CEO or any other

it be the board CFO CEO or any other executive

executive director same administrative matter and

director same administrative matter and the responsibility right we mentioned

the responsibility right we mentioned that does this mean a case of the

that does this mean a case of the retired by rotation also need the pause

retired by rotation also need the pause the resolution for 70

the resolution for 70 years

years yes yes appointment everything in common

yes yes appointment everything in common understanding it is actually

understanding it is actually acknowledged that the remuneration for

acknowledged that the remuneration for the Auditors is paid by the company

the Auditors is paid by the company being a audited it is also pertinent to

being a audited it is also pertinent to note regarding the auditor ability to

note regarding the auditor ability to issue adverse comen in against the

issue adverse comen in against the company for companies with a promoter

company for companies with a promoter holding at least 40% it is generally

holding at least 40% it is generally understood that any resolution proposed

understood that any resolution proposed in the annual general meeting will pass

in the annual general meeting will pass with this 40% support we the recommended

with this 40% support we the recommended to seek shareholders approval for the

to seek shareholders approval for the appointment of the secretary

auditor I couldn't understand the question because he says the promoter is

question because he says the promoter is holding 40% of the share and in the

holding 40% of the share and in the resolution they having the majority

resolution they having the majority share and general meeting it is is

share and general meeting it is is approved so why it is again record the

approved so why it is again record the approval of the appoint promot promoter

approval of the appoint promot promoter may not be on the board all this while

may not be on the board all this while what is happening is the secretarial

what is happening is the secretarial auditor was being appointed by the board

auditor was being appointed by the board of directors and the promoter who is

of directors and the promoter who is having 40% 50% whatever the controlling

having 40% 50% whatever the controlling interest is there he might not be

interest is there he might not be casting his vot for the appointment of

casting his vot for the appointment of secretary auditor because he might not

secretary auditor because he might not be a part of the board the promoter

be a part of the board the promoter whereas now what is happening is the

whereas now what is happening is the secretary Auditors appointment is to be

secretary Auditors appointment is to be done by the shareholders

done by the shareholders in fact there was one anomaly also even

in fact there was one anomaly also even under the companies act if you see the

under the companies act if you see the appointment of a company this the

appointment of a company this the secretary auditor is to be done by the

secretary auditor is to be done by the board of directors because the

board of directors because the shareholders approval is not mandatory

shareholders approval is not mandatory but if you see the MR3 they are

but if you see the MR3 they are reporting it to the

reporting it to the shareholders always actually the person

shareholders always actually the person if I am appointing somebody that

if I am appointing somebody that somebody has to report to me not to my

somebody has to report to me not to my uh seniors or something like that but

uh seniors or something like that but anyway that company said take that is

anyway that company said take that is whatever it is there it is it is happen

whatever it is there it is it is happen like that but in this case what happens

like that but in this case what happens is that c has realized the importance of

is that c has realized the importance of the secretary audit and they have also

the secretary audit and they have also given a message that to the uh I mean

given a message that to the uh I mean all the practicing company secretaries

all the practicing company secretaries who are functioning as secretarial

who are functioning as secretarial Auditors that look I am elevating your

Auditors that look I am elevating your position

position further and because your appointment is

further and because your appointment is to be done I equating your position like

to be done I equating your position like a statut auditor of the company you will

a statut auditor of the company you will also be appointed by and rightly so

also be appointed by and rightly so actually this is the right decision of s

actually this is the right decision of s according to to me this amendment

according to to me this amendment whatever they have brought in because

whatever they have brought in because secary Auditors are also if not the same

secary Auditors are also if not the same I mean a notch above it is not not a

I mean a notch above it is not not a notch below of the statut auditor

notch below of the statut auditor position this is also a very important

position this is also a very important position and that's why they said that

position and that's why they said that secretary Auditors are also to be

secretary Auditors are also to be appointed by the shareholders their

appointed by the shareholders their remuneration is also to be approved by

remuneration is also to be approved by the shareholders and also they have

the shareholders and also they have decided the tenure of the secretary

decided the tenure of the secretary Auditors also two terms of 5 years each

Auditors also two terms of 5 years each after that there should be a calling

after that there should be a calling period of 5 years according to me this

period of 5 years according to me this is a wethy very healthy proposition and

is a wethy very healthy proposition and a very welcome feature 100% I in

a very welcome feature 100% I in agreement with the sudagar because now

agreement with the sudagar because now there is a recognition as actually comes

there is a recognition as actually comes to the second auditor as that of the

to the second auditor as that of the statutary auditor we are treated in par

statutary auditor we are treated in par with other profession that's what I

with other profession that's what I would say actually compliance and

would say actually compliance and governance for the shareholders their

governance for the shareholders their protection of Interest all this

protection of Interest all this compliance so they should be knowing and

compliance so they should be knowing and they will be appointing who will be the

they will be appointing who will be the secretary auditor and it is not easy to

secretary auditor and it is not easy to remove them or change the auditor and

remove them or change the auditor and they want that same security sholders

they want that same security sholders what will who will get benefited most

what will who will get benefited most more compliance and governance

more compliance and governance shareholders so that is the right they

shareholders so that is the right they have been given and and let me also say

have been given and and let me also say this thing that earlier what used to

this thing that earlier what used to happen was secretary auditor appointment

happen was secretary auditor appointment was not for a particular period so it

was not for a particular period so it used to be normally done by year after

used to be normally done by year after year every year that board is to appoint

year every year that board is to appoint the secretary Auditors so that point of

the secretary Auditors so that point of time some people used to informally disc

time some people used to informally disc make by that if we qualify the report

make by that if we qualify the report next year they may not even appoint us

next year they may not even appoint us but I used to say always that look as a

but I used to say always that look as a secretary you have certain defined

secretary you have certain defined responsibilities tomorrow God forbids if

responsibilities tomorrow God forbids if the regulator catch hold of you how you

the regulator catch hold of you how you will say that but now what happens is

will say that but now what happens is this particular aspect has been taken

this particular aspect has been taken care of your appointment is for a

care of your appointment is for a particular period five years and then

particular period five years and then second term of five years and all so

second term of five years and all so your hands have been strengthened

your hands have been strengthened whether you are in service or whether

whether you are in service or whether you are in practice

you are in practice the regulator has given enough uh

the regulator has given enough uh strength enough empowerment to discharge

strength enough empowerment to discharge your the the expected responsibility how

your the the expected responsibility how it is up to us to rise to the occasion

it is up to us to rise to the occasion and to prove our battal to The

and to prove our battal to The Regulators they were always expected to

Regulators they were always expected to attend agms also secret correct that's a

attend agms also secret correct that's a good that's a good step am director

good that's a good step am director promoter promoter group and any other

promoter promoter group and any other person shall actually disclose the

person shall actually disclose the listed entity all information that is

listed entity all information that is actually relevant and necessary to the

actually relevant and necessary to the listed entity to ensure compliance with

listed entity to ensure compliance with the applicable laws do we need to take

the applicable laws do we need to take any separate disclosure on this annually

any separate disclosure on this annually directorship are usually disclosed in

directorship are usually disclosed in the directors by the KB this is this is

the directors by the KB this is this is an ongoing this is an ongoing obligation

an ongoing this is an ongoing obligation this is not an annual or periodic thing

this is not an annual or periodic thing this is an ongoing obligation on all

this is an ongoing obligation on all these people it's an honorous

these people it's an honorous responsibility I don't think this is an

responsibility I don't think this is an uh this is a paperwork that these people

uh this is a paperwork that these people need to ensure this is this is the

need to ensure this is this is the regulation that I was asking uh

regulation that I was asking uh attention to when we read regulation six

attention to when we read regulation six regulation five the provisor that has

regulation five the provisor that has been

added whether the appointment of the pure reviewed secal auditor mandatory

pure reviewed secal auditor mandatory Forme

companies I don't think there has been any Clarity on this

any Clarity on this ashin listed entities is mentioned there

ashin listed entities is mentioned there is no it is mentioned actually we are

is no it is mentioned actually we are not clear on this yeah can complaints

not clear on this yeah can complaints officer hold dual charge example can CCO

officer hold dual charge example can CCO and C be the same

person can the complaints officer dual

officer dual charge like what the dual

charge like what the dual charge they are using short word ccoo

charge they are using short word ccoo and C Chief compliance and chief risk

and C Chief compliance and chief risk officer

can the one person be appointed one minute one minute if I'm not wrong Chief

minute one minute if I'm not wrong Chief risk officer is not a recognized

risk officer is not a recognized position neither under the companies act

position neither under the companies act nor under the listing

nor under the listing regulations the statutorily recognizing

regulations the statutorily recognizing position is only the KMP key manager

position is only the KMP key manager person or the company secretary because

person or the company secretary because these are some sectoral Regulators do

these are some sectoral Regulators do consider that is different that is

consider that is different that is different I'm talking about companies

different I'm talking about companies act and listing regulations only yes yes

act and listing regulations only yes yes so for example know in case of banking

so for example know in case of banking companies or nbfc companies RBA might

companies or nbfc companies RBA might have recognized them as a statut

have recognized them as a statut position it is different Al together but

position it is different Al together but since we are discussing these two acts

since we are discussing these two acts only which are interrelated correct that

only which are interrelated correct that c as such is not connected with

c as such is not connected with them can one person be appointed the Cs

them can one person be appointed the Cs and CFO can CS of the subsidary

and CFO can CS of the subsidary appointed as the Cs in the parent

appointed as the Cs in the parent company where CS is CS in the subsidiary

company where CS is CS in the subsidiary already

already see two you have to refer to 203 and

see two you have to refer to 203 and there is some kind of a difference of

there is some kind of a difference of opinion among the fraternity some people

opinion among the fraternity some people say by that you cannot hold jeel

say by that you cannot hold jeel position because it is a whole time key

position because it is a whole time key managerial position means it should be a

managerial position means it should be a whole time CFO position or whole time a

whole time CFO position or whole time a company security position and similarly

company security position and similarly in 203 only one car out is given that he

in 203 only one car out is given that he can be the KMP of one more sorry one of

can be the KMP of one more sorry one of it one

it one subsidary so some people used to

subsidary so some people used to interpret that also by that you know

interpret that also by that you know single you have to use as plural and all

single you have to use as plural and all some people used to say it can be he can

some people used to say it can be he can be the KMP for subsidaries that is what

be the KMP for subsidaries that is what some people interpreted that is not a

some people interpreted that is not a correct interpretation according to me

correct interpretation according to me it should be for one more subsidiary now

it should be for one more subsidiary now the whole time companies that who is the

the whole time companies that who is the company secretary KMP of the parent

company secretary KMP of the parent company can he be the CFO of the

company can he be the CFO of the subsidary

subsidary company that is sometimes a question

company that is sometimes a question comes up and according to me because the

comes up and according to me because the KMP of the parent company can be the KMP

KMP of the parent company can be the KMP of the sub company but they not said he

of the sub company but they not said he should be in the same position so maybe

should be in the same position so maybe you can take a liberty to that

you can take a liberty to that extent anyway coming to your point here

extent anyway coming to your point here the Cs and CFO I also seen in many

the Cs and CFO I also seen in many company they are holding the Dual

company they are holding the Dual position so far regulator has not taken

position so far regulator has not taken any action it is there in some of the

any action it is there in some of the even the listed companies also it is

even the listed companies also it is there actually that is number one see

there actually that is number one see there also there also Bala one thing is

there also there also Bala one thing is there there are some companies who has

there there are some companies who has done CFO Cs and all might be they might

done CFO Cs and all might be they might have designated the company secretary

have designated the company secretary who is the

who is the KMP One X person another person might be

KMP One X person another person might be a CFO and this thing for as far as a

a CFO and this thing for as far as a company s is concerned when they are

company s is concerned when they are filing with di

filing with di 12 they might have filed it differently

12 they might have filed it differently and when you're they're using the

and when you're they're using the designation they might be using it

designation they might be using it differently unless until we know that on

differently unless until we know that on what basis they have done it we can't

what basis they have done it we can't comment about it but in general this is

comment about it but in general this is what I'm saying this is what the

what I'm saying this is what the fraternity takes call but yes there are

fraternity takes call but yes there are some exceptions are there and they might

some exceptions are there and they might have taken some kind of a legal opinion

have taken some kind of a legal opinion or whatever it is and all as you rightly

or whatever it is and all as you rightly said so far even the regulator has not

said so far even the regulator has not taken any action so till such time if

taken any action so till such time if one wants to take a chance they can they

one wants to take a chance they can they can by all means in fact when it come to

can by all means in fact when it come to the subsidiary also I assume the company

the subsidiary also I assume the company secretary has been appointed as the one

secretary has been appointed as the one plus 5 subsidiaries also in fact he was

plus 5 subsidiaries also in fact he was holding the very long time but nothing

holding the very long time but nothing has come back from the regulatory they

has come back from the regulatory they actually interpret in the plural in fact

actually interpret in the plural in fact there was opinion was there with the

there was opinion was there with the company whatever regulator has not taken

company whatever regulator has not taken any action doesn't me regulator is

any action doesn't me regulator is approving

approving that regulator will take action at the

that regulator will take action at the right time say for example several as I

right time say for example several as I used to say always you know 188 ordinary

used to say always you know 188 ordinary course of business several people say

course of business several people say I'm taking this as my ordinary course of

I'm taking this as my ordinary course of business but tomorrow when the regulator

business but tomorrow when the regulator got forbids come for an inspection that

got forbids come for an inspection that point of time he may not agree with your

point of time he may not agree with your this thing so you have to be very

this thing so you have to be very careful when you taking a call that it

careful when you taking a call that it is in the ordinary course of business

is in the ordinary course of business and arms length and getting the

and arms length and getting the exemption under 188 you have to do your

exemption under 188 you have to do your homework properly and also sir whole

homework properly and also sir whole time employment of the listed entity

time employment of the listed entity when theyve used this word in regulation

when theyve used this word in regulation six I don't think anywhere else they had

six I don't think anywhere else they had used this word fulltime employment in

used this word fulltime employment in lodar I don't recollect if they have

lodar I don't recollect if they have used anywhere else whole time even 203

used anywhere else whole time even 203 it said that whole time

it said that whole time correct is permed there Pro their second

correct is permed there Pro their second can happen but there sir it was MCA the

can happen but there sir it was MCA the regor but here it is sebi so we have to

regor but here it is sebi so we have to understand the mentality of both The

understand the mentality of both The Regulators separate correct correct I

Regulators separate correct correct I agree with you in addition to the above

agree with you in addition to the above the companies like the age of

the companies like the age of restriction applies specifically to the

restriction applies specifically to the executive directors and not to the

executive directors and not to the non-executive directors as sudakar s was

non-executive directors as sudakar s was mentioning about the companies act for

mentioning about the companies act for 171a please

a is the question they are talking about two different provision I think I think

two different provision I think I think 7 years they talking about I think in

7 years they talking about I think in addition to the the companies like the

addition to the the companies like the age of restriction applies specifically

age of restriction applies specifically for the executive directors and not to

for the executive directors and not to the non-executive director

the non-executive director dors but 171a talks about non-executive

dors but 171a talks about non-executive directors only cor 171 is only to

directors only cor 171 is only to non-executive

directors the lodr can never be ultra wires of the company's

wires of the company's act now how can it be there are two

act now how can it be there are two different regulations one is governed by

different regulations one is governed by the purtue of the contract other is

the purtue of the contract other is actually the I think as regards that not

actually the I think as regards that not requirement of shareholders approval

requirement of shareholders approval were discussing at

that requir and they said that n director in that regard it is okay we

director in that regard it is okay we can go what we understand yeah nominee

can go what we understand yeah nominee director on the board of the listed

director on the board of the listed company to be appointed by the board

company to be appointed by the board only no shareholder approv record I

only no shareholder approv record I think we discussed this enough actually

think we discussed this enough actually Nomine director is already completed

Nomine director is already completed from the shareholders approval the

from the shareholders approval the complaints Act is not amended to

complaints Act is not amended to regulation 17 is the same okay this also

regulation 17 is the same okay this also we talked what is the meaning of the

we talked what is the meaning of the part-time non-official director this is

part-time non-official director this is SE some of the PSU

companies I think non official director it is not relevant also here in the

it is not relevant also here in the amendment let's take next question pleas

amendment let's take next question pleas as a COR of all these changes should

as a COR of all these changes should legally be made in the act against

legally be made in the act against regulation of lvdr otherwise leave a

regulation of lvdr otherwise leave a given in the

given in the lodr become in in inst

lodr become in in inst structures that mean they are talking

structures that mean they are talking about that shareholders approval I think

about that shareholders approval I think so but anyway we talked about it with

so but anyway we talked about it with the company law is there company law you

the company law is there company law you not to be fulfilled with

not to be fulfilled with this even for the additional director

this even for the additional director approval to be taken within the maximum

approval to be taken within the maximum of three months

of three months yes yes because that is not changed 1

yes yes because that is not changed 1 c1a has not changed how about complains

c1a has not changed how about complains officer appointed as per the RBI will be

officer appointed as per the RBI will be KMP to we clarify

KMP to we clarify under companies act we are

under companies act we are talking Andia Can Can csb on the listed

talking Andia Can Can csb on the listed company as a whole time employee no even

company as a whole time employee no even I mean if a compliance officer is

I mean if a compliance officer is appointed as per RBI the board always

appointed as per RBI the board always has the uh ability to you know identify

has the uh ability to you know identify someone as KMP and if they are

someone as KMP and if they are identified as KMP they will be

identified as KMP they will be categorized as

categorized as KMP so he can be can the Cs of the

KMP so he can be can the Cs of the listed entity only employee the Cs subse

listed entity only employee the Cs subse I think we talked about that in case of

I think we talked about that in case of the ID appointed Beyond 75 years for the

the ID appointed Beyond 75 years for the first time the jurisdiction should be

first time the jurisdiction should be given in the explanatory statement so in

given in the explanatory statement so in case of the second time either's a need

case of the second time either's a need to give similar justification about you

to give similar justification about you said actually it is one time that we

said actually it is one time that we talked about it okay there mean

talked about it okay there mean complaints officer not necessary to be a

complaints officer not necessary to be a company secretary that also we talked

company secretary that also we talked first of all he has to be a company

first of all he has to be a company secretary then only he can be a

secretary then only he can be a compliance officer

compliance officer in Amendment the designation of the

in Amendment the designation of the power of transfer of the Securities

power of transfer of the Securities committee and compliance officer or to

committee and compliance officer or to the register to an issue and other share

the register to an issue and other share transfer agent has been actually

transfer agent has been actually deleted understand the transfer is not

deleted understand the transfer is not actually applicable however in

actually applicable however in regulation 411 in

regulation 411 in mention to the amendment yes today this

mention to the amendment yes today this is for transfer transposition and they

is for transfer transposition and they are telling Authority with the board

are telling Authority with the board this is not relevant to this today's

this is not relevant to this today's Amendment topic

Amendment topic okay please take all the amendment and

okay please take all the amendment and question answer okay does it mean c has

question answer okay does it mean c has appointed under the company s we resign

appointed under the company s we resign may not be report to the how already no

may not be report to the how already no this also we talked enough I think KMP

this also we talked enough I think KMP that also we talked

okay this appointment of the compliance officer

officer intent next is there any change of

intent next is there any change of appointment process the qualification

appointment process the qualification that also we talked about it please

that also we talked about it please explain in detail the qualif the

explain in detail the qualif the requirement of the 30 read with the

requirement of the 30 read with the schedule three of the timing of 3 hours

schedule three of the timing of 3 hours as amendment made both requirement

as amendment made both requirement stating after the trading hours and

stating after the trading hours and before three hours of the trading hours

before three hours of the trading hours on the same day they are telling that

on the same day they are telling that please explain in detail regulation 30

please explain in detail regulation 30 read with sedule three for the timeline

read with sedule three for the timeline of 3 hours as the amendment marks both

of 3 hours as the amendment marks both the requirements stating after trading

the requirements stating after trading hours and before 3 hours of next trading

hours and before 3 hours of next trading so that confusion they want a Clarity

so that confusion they want a Clarity what you also mentioned no that at 5:30

what you also mentioned no that at 5:30 then so you can open that it appears to

then so you can open that it appears to be the trading time the information is

be the trading time the information is to be disseminated immediately to the

to be disseminated immediately to the market if the trading hours are over

market if the trading hours are over they given the flexibility to the board

they given the flexibility to the board that it is not necessarily immediately

that it is not necessarily immediately 30 minutes it can be late but not later

30 minutes it can be late but not later than 3 hours that is what the

than 3 hours that is what the flexibility they given I think because

flexibility they given I think because when the trading time is over that's

when the trading time is over that's what I believe correct so one one thing

what I believe correct so one one thing I think we need to talk about uh uh is

I think we need to talk about uh uh is uh 3 hours before the next session so in

uh 3 hours before the next session so in case uh the the board meeting say

case uh the the board meeting say concludes at 8:00 a.m. in the

concludes at 8:00 a.m. in the morning okay the thing is that 3 so

morning okay the thing is that 3 so suppose it concludes at 8:00 a.m. in the

suppose it concludes at 8:00 a.m. in the morning we cannot uh

morning we cannot uh disclose 3 hours before the timeline am

disclose 3 hours before the timeline am I able to articulate I am not able to

I able to articulate I am not able to articulate this example if I have to

articulate this example if I have to give after normal trading hours but more

give after normal trading hours but more than three hours before the next session

than three hours before the next session so the next session will start at 9:30

so the next session will start at 9:30 right the trading session will start at

right the trading session will start at 9:30 so before 6:30 a.m. the disclosure

9:30 so before 6:30 a.m. the disclosure needs to go

anyway we wait and see this one because yeah will you able to will you

because yeah will you able to will you be able to so basically I feel the uh

be able to so basically I feel the uh this uh amendment has come in to remove

this uh amendment has come in to remove that stringent Clause so basically who

that stringent Clause so basically who the companies whose meetings send after

the companies whose meetings send after the trading hours they also also have to

the trading hours they also also have to do it within 30 minutes to remove that

do it within 30 minutes to remove that ambiguity it has been brought in and

ambiguity it has been brought in and said that it can be done up to 3 hours

said that it can be done up to 3 hours so if you're not as I said if it is

so if you're not as I said if it is happening after uh suppose 5:30 p.m. is

happening after uh suppose 5:30 p.m. is your board meeting it

your board meeting it ends it has to be done before 8:30 in

ends it has to be done before 8:30 in the night

the night but meting gets over in the morning at

but meting gets over in the morning at 8:00 trading hours 9:30 then I to follow

8:00 trading hours 9:30 then I to follow with the 30 minutes only not 3 hours

with the 30 minutes only not 3 hours within 30 minutes yesin 30 minutes that

within 30 minutes yesin 30 minutes that within 30 minutes but but suppose you

within 30 minutes but but suppose you get your meeting gets over on the next

get your meeting gets over on the next day say 3 say 2 2 p.m. then again it

day say 3 say 2 2 p.m. then again it will will be by 2:30 p.m. because during

will will be by 2:30 p.m. because during trading hours your meeting has ConEd

trading hours your meeting has ConEd correct another instance is suppose at

correct another instance is suppose at 5:00 a.m. your meeting

5:00 a.m. your meeting concludes I probably would presume

concludes I probably would presume trading hours on the day when it is

trading hours on the day when it is actually completed the meeting completes

actually completed the meeting completes after that you have a three hours leway

after that you have a three hours leway otherwise the 30 minutes will be there

otherwise the 30 minutes will be there that's what I think so correct but at

that's what I think so correct but at any instance it should be before 3 hours

any instance it should be before 3 hours before the uh the trading session starts

before the uh the trading session starts so before 6:30 a.m. you need to publish

so before 6:30 a.m. you need to publish your results yes the SEC auditor how it

your results yes the SEC auditor how it is currently PCS can we appoint the five

is currently PCS can we appoint the five this also we talked about I think then

this also we talked about I think then will five years appointment that also we

will five years appointment that also we talked do the website disclosure is also

talked do the website disclosure is also required to be done by hvd listed

required to be done by hvd listed entities it is not Equity

listed yes it has to be done video recording of the qually

done video recording of the qually earning calls mandatory or optional till

earning calls mandatory or optional till now it was only a submit audio

recordings video recording is now it is to be submitted you

to be submitted you know in case of the listed company how

know in case of the listed company how the secretarial auditor is to be

the secretarial auditor is to be appointed as regulation 15 L are not

appointed as regulation 15 L are not applicable as for the company act secr

applicable as for the company act secr audit is required to be appointed

audit is required to be appointed whether

whether company continue to appoint the

company continue to appoint the secretary auditor through the board

secretary auditor through the board approval example one year only is it

approval example one year only is it mandatory five years appointment through

mandatory five years appointment through the shareholders

the shareholders approval regul you have to see the

approval regul you have to see the applicability of Regulation 24 if it is

applicability of Regulation 24 if it is applicable to you do it for five years

applicable to you do it for five years if it is not applicable to you

if it is not applicable to you regulation 24 is not applicable to you

regulation 24 is not applicable to you then you don't need to I think listed

then you don't need to I think listed companies things are not clear I think

companies things are not clear I think so it is not spelled out no no one thing

so it is not spelled out no no one thing one thing B see main board listed

one thing B see main board listed companies and SMA listed companies they

companies and SMA listed companies they know what is applicable to to them what

know what is applicable to to them what is not applicable to them correct so to

is not applicable to them correct so to my knowledge regulation 24 is not

my knowledge regulation 24 is not applicable to SMA listed

applicable to SMA listed companies if it is not applicable to

companies if it is not applicable to them then obviously this amendment is

them then obviously this amendment is also not applicable to them yeah that's

also not applicable to them yeah that's right and after some time like some

right and after some time like some clarity will be issued by the regulator

clarity will be issued by the regulator about

about applicability Sir as I understand the

applicability Sir as I understand the compliance officer just the bridge

compliance officer just the bridge between the CB and the company is it

between the CB and the company is it nothing to do with the duties and

nothing to do with the duties and responsibility which will not be shipped

responsibility which will not be shipped from the

directors there is one requirement of the discloser offly rpt and another side

the discloser offly rpt and another side there is actually offier definition

there is actually offier definition omitted why it is

omitted why it is so I think we answered

so I think we answered this this was answered the golden rule

this this was answered the golden rule of the transaction with rpt is one has

of the transaction with rpt is one has to see one that is the course of the

to see one that is the course of the ordinary course and there's arms like I

ordinary course and there's arms like I think there's only a comment for

think there's only a comment for reclassify as a promoter is there any

reclassify as a promoter is there any window available company to get their

window available company to get their existing promoter reclassified as the

existing promoter reclassified as the public if they are meeting all the

public if they are meeting all the requirement prescribed that is

requirement prescribed that is specifically in case of the where

specifically in case of the where holding promoter reduced almost zero it

holding promoter reduced almost zero it is also converted under the ination and

is also converted under the ination and Company intend to distance itself from

Company intend to distance itself from those

those promoters no such time limit is

promoters no such time limit is prescribed can we get the percent perc

prescribed can we get the percent perc are not available only recorded version

are not available only recorded version is available you can have it you can

is available you can have it you can access the recorded version the YouTube

access the recorded version the YouTube a shareholder falling promoter group

a shareholder falling promoter group exhaust the holding is it required to

exhaust the holding is it required to reclassify

him these questions have nothing to do with the amendment you know

with the amendment you know because so because of the time

because so because of the time constraint let us focus upon only the

constraint let us focus upon only the Amendments related minutes we talked

Amendments related minutes we talked about it omiss of the disclosure and

about it omiss of the disclosure and certification of the regulation 39340

certification of the regulation 39340 973 has been actually missed on this

973 has been actually missed on this presentation please throw light on these

amendments which are the ones what is this 393 49 and 73 the time is to be

this 393 49 and 73 the time is to be prescribed we spoke at the beginning of

prescribed we spoke at the beginning of the

the presentation okay elaborate on the

presentation okay elaborate on the record the maintaining STD for the

record the maintaining STD for the ation I think those were covered 393 was

ation I think those were covered 393 was Rel with relation to that you know the

Rel with relation to that you know the book closure Omission so we have covered

book closure Omission so we have covered 393 those C also qualified company

393 those C also qualified company secretary can appointed interim complain

secretary can appointed interim complain entering company

entering company secretary discuss this also yeah we

secretary discuss this also yeah we discussed this further why tax

discussed this further why tax litigations have specifically excluded

litigations have specifically excluded from the purview of the perview

elaborate I don't know this is not the things so current person who is more

things so current person who is more than five years before application can

than five years before application can he appointed five years that also be

he appointed five years that also be talked enough actually practically

talked enough actually practically appointed of the second La details to be

appointed of the second La details to be made before the end of the March 31 2005

made before the end of the March 31 2005 the next year or can it be made

thereafter what practically the appoint of the

what practically the appoint of the second is to be before March 31st

second is to be before March 31st 2025 for the next year or can it be made

2025 for the next year or can it be made thereafter can be made there can

be see as I mentioned that for the financial year 2526

financial year 2526 onwards okay the appointment has to take

onwards okay the appointment has to take place at the AGM the for the AGM of 25

place at the AGM the for the AGM of 25 yeah there they have to appoint them for

yeah there they have to appoint them for a period of five

a period of five years MR3 is the of the director's

years MR3 is the of the director's report if secretary auditor is appointed

report if secretary auditor is appointed AGM how he or she conduct audit before

AGM how he or she conduct audit before the AGM for finance year 2425 that is

the AGM for finance year 2425 that is not the requirement yeah it is for 26

not the requirement yeah it is for 26 Financial year do we also need to show

Financial year do we also need to show CS reporting to the MD board under organ

CS reporting to the MD board under organ this I think we talked about

this I think we talked about it okay on the disclosure of the website

it okay on the disclosure of the website what document does employer benefits

what document does employer benefits keep entire will it only the limits of

keep entire will it only the limits of es of scheme or anything more no no

es of scheme or anything more no no Amendment related go ahead next no there

Amendment related go ahead next no there is there is

disclos or any other benefit scheme that you may have

yeah is it good to identify the committee in which compliance officers

committee in which compliance officers should report no compliance officers

should report no compliance officers maybe should keep this questions we'll

maybe should keep this questions we'll just take only relevant can you clarify

just take only relevant can you clarify the reporting outcome of the meeting

the reporting outcome of the meeting within 30 minutes I think that also we

within 30 minutes I think that also we talked about 3 hours 30 minutes we

talked about 3 hours 30 minutes we talked about it I agree with the Zar CS

talked about it I agree with the Zar CS many layers of the kindly that also I

many layers of the kindly that also I think the comment

think the comment only for disclosure penalties do we need

only for disclosure penalties do we need to disclose penalties only which are

to disclose penalties only which are actually pursu on the order pass by the

actually pursu on the order pass by the regulatory or enforcement authorities I

regulatory or enforcement authorities I think this is not the pertaining to the

think this is not the pertaining to the amendment it's Al together a question

amendment it's Al together a question whether reation payable employee I think

whether reation payable employee I think dimple's comment you need to read dimple

dimple's comment you need to read dimple MAA has made a good comment seconding

MAA has made a good comment seconding sudhakar s's view uh so that's a good

sudhakar s's view uh so that's a good comment I think you can read that

comment I think you can read that comment Mr Bala if

comment Mr Bala if possible for disclos of the penalties we

possible for disclos of the penalties we need to disclose the penalties only

need to disclose the penalties only after the person to the order okay

after the person to the order okay whether remon payable to the employees

whether remon payable to the employees listed company no no for D is telling I

listed company no no for D is telling I I agree with sudakar that CS has many

I agree with sudakar that CS has many layers above him or her and they are

layers above him or her and they are usually not allowed to show the picture

usually not allowed to show the picture to the board CS are now being empowered

to the board CS are now being empowered to be fearless and be bold enough to

to be fearless and be bold enough to directly present to the bo okay

directly present to the bo okay okay change in the regulation 171a now

okay change in the regulation 171a now mandate PR approve the Cher appointment

mandate PR approve the Cher appointment the director who attain I think 75 years

the director who attain I think 75 years we talked enough I think

we talked enough I think so a company become holy own sub company

so a company become holy own sub company of the listed company by way of SBA do

of the listed company by way of SBA do the existing rpts unlisted W require

the existing rpts unlisted W require approval of the

shareholder of the listed company which actually triggers materially threshold

actually triggers materially threshold rpt subsidary company as for the

rpt subsidary company as for the regulation 23 on becoming the holy own

regulation 23 on becoming the holy own subsidary company what stage if required

subsidary company what stage if required that take the approval immediately after

that take the approval immediately after begining the holy owned subsidy company

begining the holy owned subsidy company or when

or when exactly this already is given an example

exactly this already is given an example under the amendment right

as I think we talked about the beginning yes we have spoken about it yes now we

yes we have spoken about it yes now we need to hold two meetings of the ID

need to hold two meetings of the ID specifically agenda for year to make a

specifically agenda for year to make a meeting from 1 to two yeah that is a

meeting from 1 to two yeah that is a requirement is there Can Company can

requirement is there Can Company can board composition be without executive

board composition be without executive director no again sudakar said no the

director no again sudakar said no the companies where the executive director

companies where the executive director re to be appointed it is required to be

re to be appointed it is required to be appointed if it is not there it is not

appointed if it is not there it is not applicable we are Inc as a private

applicable we are Inc as a private company in the year 2014 and in 2023 we

company in the year 2014 and in 2023 we converted the private to public company

converted the private to public company for auditor it is not they are talking

for auditor it is not they are talking about statutary auditor okay okay

about statutary auditor okay okay whether Ed can also be a

whether Ed can also be a CFO yeah if he's appointed because

CFO yeah if he's appointed because within the executive director one of

within the executive director one of them is appoints the managing director

them is appoints the managing director if that is the case yes it is

how to maintain the litigation disp I think we talked about it I think as a

think we talked about it I think as a regulation 47 do the company just need

regulation 47 do the company just need to publish QR code on the details of the

to publish QR code on the details of the web page where the complete Financial

web page where the complete Financial details the list entity are need to

details the list entity are need to publish the financial results to no the

publish the financial results to no the QR code is given that is sufficient I

QR code is given that is sufficient I think somebody request it you need not

think somebody request it you need not give that's what requirement the whole

give that's what requirement the whole idea sudakar explained very clearly in

idea sudakar explained very clearly in order to minimize the cost this QR code

order to minimize the cost this QR code facility has been brought in by The

facility has been brought in by The Regulators RBT under regulation 23 is

Regulators RBT under regulation 23 is applicable to companies I think we on

applicable to companies I think we on this

this also but icsa has already prescribed

also but icsa has already prescribed this that the PE reviewed form can do

this that the PE reviewed form can do the secal

audit director sh are usually disclos the directors and KMP promoter promoter

the directors and KMP promoter promoter group what all the information do they

group what all the information do they need to

need to disclose this ongoing information

disclose this ongoing information requestment is there now you have to go

requestment is there now you have to go by

by that can designate smpp a consultant

that can designate smpp a consultant role who is not the employee of the

role who is not the employee of the company no if you are talking about the

company no if you are talking about the compliance officer it's a whole time in

compliance officer it's a whole time in employment that's what it is talked

employment that's what it is talked about

about it Amendment on record date book clure

it Amendment on record date book clure by CBI can followed as for the companies

by CBI can followed as for the companies act

act also see one thing is there companies

also see one thing is there companies act

act and L regulation there are two different

and L regulation there are two different things you have to go what is applicable

things you have to go what is applicable accordingly you have to comply with the

accordingly you have to comply with the thing whichever is strer you have to go

thing whichever is strer you have to go by

by that can you please share your thoughts

that can you please share your thoughts on the appointment of lead independent

on the appointment of lead independent director I think that is not the subject

director I think that is not the subject here this not the amendment

here this not the amendment here if a PCS is acting in both

here if a PCS is acting in both capacities auditor and a scrutinizer for

capacities auditor and a scrutinizer for the eting in AGM he will be reporting to

the eting in AGM he will be reporting to the eting result one of the resolution

the eting result one of the resolution will he about an appointment as a cigar

will he about an appointment as a cigar auditor whether there will be any

auditor whether there will be any conflict of

interest see in fact if you see the amendment they have mentioned that what

amendment they have mentioned that what are the other services a secretari

are the other services a secretari auditor can give that CB is to come with

auditor can give that CB is to come with that maybe they may allow they may not

that maybe they may allow they may not allow so we have to see that thing as on

allow so we have to see that thing as on date second can act as a scrutinizer

date second can act as a scrutinizer also there is no bar as such on that but

also there is no bar as such on that but here in the amendment they have clearly

here in the amendment they have clearly mentioned that se is going to come with

mentioned that se is going to come with certain things what the other services a

certain things what the other services a second cannot provide maybe they may

second cannot provide maybe they may prohibit to act as

prohibit to act as Aizer in regulation 30 new provisor has

Aizer in regulation 30 new provisor has been actually inserted requiring

been actually inserted requiring entities to be made in the sdd in the

entities to be made in the sdd in the relevant information pertaining to the

relevant information pertaining to the litigation and other than the tax ation

litigation and other than the tax ation why such a requirement maintaining

why such a requirement maintaining entity STD is actually linked to

entity STD is actually linked to materially criteria treating the same in

materially criteria treating the same in the unpublished price sensitive

the unpublished price sensitive information that is not the topic I if

information that is not the topic I if you want to take how to ensure that the

you want to take how to ensure that the promoter AC complains office and the

promoter AC complains office and the company secretary who is the KMP

company secretary who is the KMP normally report to the MD or below the

normally report to the MD or below the level below board any change in the

level below board any change in the organization grade to be reflected in

organization grade to be reflected in the any specific board approval is

the any specific board approval is recorded I think we talked enough on

recorded I think we talked enough on this I think so I think that is all I

this I think so I think that is all I done with the questions

done with the questions here all the questions have gone through

here all the questions have gone through now I think we almost about 130 above

130 still would you like to invite any people rising the hands and

any people rising the hands and answer

answer dpti I think we should stop because the

dpti I think we should stop because the question will be one level below

question will be one level below practically that will be continuous

practically that will be continuous question and Al trading hour will

question and Al trading hour will disclose that what is why and there will

disclose that what is why and there will be logic why this and all that because

be logic why this and all that because see one thing we have to say that we

see one thing we have to say that we have to discuss Amendment why they bring

have to discuss Amendment why they bring repeatedly why they done why they drop

repeatedly why they done why they drop we can think but let's accept that this

we can think but let's accept that this is amendment we have to discuss that so

is amendment we have to discuss that so stop at this stage I think

stop at this stage I think so because

so because already

I one see there are there are only two people who have ra raised their hands

people who have ra raised their hands one is Shri and shamala let these two

one is Shri and shamala let these two people ask the questions that also

people ask the questions that also briefly only pertaining to amendments

briefly only pertaining to amendments yeah ah pertaining to amendments please

yeah ah pertaining to amendments please yeah

please I think please allow them to speak you can unmute and speak

speak you can unmute and speak please quickly quickly whoever it is sh

please quickly quickly whoever it is sh talking permitted Mr sham talking

talking permitted Mr sham talking permitted you can unmute and talk please

permitted you can unmute and talk please both of

you are you all there or by mistake they have done no

there or by mistake they have done no here I can see the name appearing here

here I can see the name appearing here both the names are appearing actually on

both the names are appearing actually on the board

the board yeah are you

yeah are you shamala

s I don't think they are there yeah okay okay I think we can

there yeah okay okay I think we can close this session and uh friends let's

close this session and uh friends let's uh make it very clear this was

uh make it very clear this was the uh you know opinion understanding

the uh you know opinion understanding discussion

discussion on our part as a as a you know

on our part as a as a you know individually and as pra very clearly

individually and as pra very clearly mentioned that it is her personal view

mentioned that it is her personal view please understand that amendment has

please understand that amendment has come everyone has their own way of

come everyone has their own way of interpretation we try to discuss and

interpretation we try to discuss and understand as better intention is always

understand as better intention is always to understand and clarify the doubts

to understand and clarify the doubts with more discussion we hope that we add

with more discussion we hope that we add on to some knowledge on your part and

on to some knowledge on your part and some certain clar ification though every

some certain clar ification though every clarification add more confusion that is

clarification add more confusion that is also the true facts but that lead to our

also the true facts but that lead to our journey for more discussion and more

journey for more discussion and more knowledge with this thanks a lot for

knowledge with this thanks a lot for your participation and wonderful

your participation and wonderful attendance more than 450 thanks a lot

attendance more than 450 thanks a lot for your participation thanks projecta

for your participation thanks projecta for your time and your inputs thanks

for your time and your inputs thanks sudakar as usual and Mr Bala and thank

sudakar as usual and Mr Bala and thank you ashini for wonderful presentation

you ashini for wonderful presentation and your inputs thanks everyone thank

and your inputs thanks everyone thank you thank you all thanks a lot to

you thank you all thanks a lot to everybody ashin you have done a

everybody ashin you have done a wonderful job actually putting

wonderful job actually putting everything together and you know

everything together and you know discussing instead of you know listing

discussing instead of you know listing separately and going it you given a very

separately and going it you given a very good presentation on this HS up to you

good presentation on this HS up to you thanks a lot everybody we close with

thanks a lot everybody we close with another session the next week thank you

another session the next week thank you thank you have a good

thank you have a good weekend yeah

Click on any text or timestamp to jump to that moment in the video

Most transcripts ready in under 5 seconds

One-Click Copy125+ LanguagesSearch ContentJump to Timestamps

Paste YouTube URL

Enter any YouTube video link to get the full transcript

Most transcripts ready in under 5 seconds

Get Our Chrome Extension

Get transcripts instantly without leaving YouTube. Install our Chrome extension for one-click access to any video's transcript directly on the watch page.

Add to Chrome — Free

Works with YouTube, Coursera, Udemy and more educational platforms

Get Instant Transcripts: Just Edit the Domain in Your Address Bar!

YouTube

←

→

↻

https://www.youtube.com/watch?v=UF8uR6Z6KLc

YoutubeToText

←

→

↻

https://youtubetotext.net/watch?v=UF8uR6Z6KLc

YouTube TranscriptPreparing your results…

YouTube Transcript:SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024