By way of Notification dated January 17, 2023, SEBI has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The key amendments to the Listing Regulations are set out below:

i.     Real Estate Investment Trusts (‘REITs’) and Infrastructure Investment Trusts (‘INVITs’) to be exempt from Chapter IV of the Listing Regulations:

REITs and INVITs are now exempt from the governance norms set out under Chapter IV of the Listing Regulations. However, they will continue to be governed by the governance norms under the SEBI (Real Estate Investment Trust) Regulations, 2014 and SEBI (Infrastructure Investment Trusts) Regulations, 2014, respectively. This amendment has come into effect from April 1, 2023;

ii.    Amendment to the definition of ‘senior management’: The definition of ‘senior management’ under Chapter IV of the Listing Regulations has been aligned with Section 178(8) of the Companies Act, by specifically including ‘functional heads’ within the ambit of ‘senior management’;

iii.   Shareholders’ approval for re-appointment of a person on the board of directors: It has now been clarified that the listed entities are also required to obtain approval from the shareholders for re-appointment of a person to the board of directors or as a manager, at the next general meeting or within three months thereof, whichever is earlier. However, public sector companies are required to obtain such shareholder approval at the next general meeting; and

iv.    Enhanced disclosure requirements: Certain details of material subsidiaries of a listed entity including the date and place of incorporation, the name and the date of appointment of the statutory auditors of such subsidiaries etc., are now required to be disclosed as a part of the corporate governance report (under the annual report) in terms of Schedule V of the Listing Regulations. This is applicable for the annual reports to be filed for the financial year 2022-23 and thereafter.