A disclosure may be factually correct and complete, but if it reaches the stock exchange late, the compliance objective may already have been defeated. Regulation 30 of the SEBI (LODR) Regulations is founded on the principle that material information should reach the market promptly, enabling investors to assess its impact on an informed and equal footing. Therefore, while examining compliance with Regulation 30, the question is not merely whether a material event was disclosed, but also whether it was disclosed when it ought to have been.
In this edition of the Secretarial Audit Insight Series, we examine delayed disclosure of material events and SEBI’s interpretation of promptness in the context of Regulation 30.
| Regulation | Compliance Mandate |
|---|---|
| 30(1) General Disclosure | Listed entity shall make disclosure of any events or information which, in the opinion of its Board of Directors, is material. |
| 30(2) Deemed Material Events | Events specified in Para A of Part A of Schedule III are deemed material and shall be disclosed without application of materiality criteria. |
| 30(3) Materiality-Based Disclosure | Events specified in Para B of Part A of Schedule III shall be disclosed upon application of the materiality criteria under Regulation 30(4). |
| 30(4) Materiality Determination | An event/information is material where its omission is likely to:
An event may also be treated as material where, in the opinion of the Board, it is considered material. A Board-approved Policy for Determination of Materiality shall be framed and disclosed on the website. |
| 30(5) KMP Authorisation | Board shall authorise one or more KMPs for determining materiality and making disclosures. Contact details of such authorised KMP(s) shall be disclosed to the stock exchanges and on the website. |
| 30(6) Disclosure Timelines | Material events/information shall be disclosed as soon as reasonably possible and, in any case, within the prescribed timelines:
Specific timelines prescribed under Schedule III shall prevail. In case of delay, the disclosure shall contain an explanation for such delay. |
| 30(7) Continuous Updates | Listed entity shall provide regular updates on material developments relating to a disclosed event, with relevant explanations, until the event is resolved/closed. |
| 30(8) Website & Archival | Regulation 30 disclosures shall be hosted on the listed entity’s website for a minimum period of five years, and thereafter as per its archival policy. |
| 30(9) Subsidiary Disclosures | Listed entity shall disclose all events or information with respect to subsidiaries which are material for the listed entity. |
| 30(11) – Rumour Verification | Applicable listed entities are required to confirm, deny or clarify reported events/information in mainstream media, in accordance with the prescribed framework and timeline. |
| 30(11A) Management Responsibility | Promoters, directors, KMP and senior management shall provide adequate, accurate and timely responses to queries raised by the listed entity under Regulation 30(11), and such responses shall be promptly disseminated to the stock exchanges. |
| 30(12) Residual Disclosure | Where an event/information not specified in Para A or Para B of Part A of Schedule III may have a material effect on the listed entity, the entity shall make adequate disclosures thereof. |
| 30(13) Regulatory Communication | Where the listed entity receives a communication from any regulatory, statutory, enforcement or judicial authority, the communication shall be disclosed along with the event/information, unless disclosure is prohibited by such authority. |
| 30A Certain Agreements Binding Listed Entities | Parties specified under Regulation 30A to agreements covered under Clause 5A of Para A, Part A of Schedule III, where the listed entity is not a party, shall inform the listed entity of such agreement within two working days of entering into or signing the agreement. |
Industry Standards Forum (“ISF”) under the aegis of the Stock Exchanges has formulated The Industry Standards Forum — comprising ASSOCHAM, FICCI and CII, under the aegis of the stock exchanges — has issued, in consultation with SEBI, an Industry Standards Note for uniform implementation of Regulation 30.
Among other clarifications, it confirms that the Regulation 30(6) timelines apply to disclosures filed in PDF format, while disclosures filed in XBRL format may be made within 24 hours of the meeting’s conclusion.
| Company | Date Of Order / Action by SEBI | Provision Violated | Nature Of Non-Compliance | Penalty / Action Taken |
|---|---|---|---|---|
| Angel One Limited | November 4, 2025 | Regulation 30(6) and Regulation 30(7) read with Regulation 4(1)(d), (e), (h) of SEBI (LODR) Regulations, 2015 | Alleged failure to disclose material developments relating to a proposed Scheme of Arrangement; and alleged delay of approximately 2 hours in disclosure of outcome of meeting. | Settlement Order passed |
| Charms Industries Limited | January 31, 2025 | Regulation 30(3), Regulation 30(4)(i)(a) & (b) read with Regulation 30(6)(iii) and applicable Schedule III requirements | Delayed disclosure of material information relating to revocation of FFMC licence by RBI; and 2-day delay in disclosure of RBI’s rejection of application for a fresh FFMC licence. | Monetary penalty imposed |
| BGR Energy Systems Limited | September 24, 2024 | Regulation 30(1), 30(2), 30(6) & 30(7) read with applicable provisions of Para A of Part A of Schedule III | Delayed/non-disclosure of material events including CIRP applications, changes in directors and other material events; failure to disclose certain information/updates within the prescribed timelines. | Monetary penalty imposed |
| Brightcom Group Limited | September 23, 2024 | Regulation 30(1), 30(2) & 30(6) read with applicable clauses of Para A of Part A of Schedule III | Delayed disclosure of resignation of directors; non-disclosure of a SEBI Order; delayed disclosure relating to resignation of statutory auditor; and delay of approximately 19 minutes beyond the prescribed timeline in disclosure of Board Meeting outcome. | Monetary penalty imposed |
| Company | Date Of Order / Action by SEBI | Provision Violated | Nature Of Non-Compliance | Penalty / Action Taken |
|---|---|---|---|---|
| TARC Limited | November 18, 2022 | Regulation 30(1), 30(2) & 30(6) read with Para A of Part A of Schedule III and applicable SEBI Circular | Failure to disclose defaults in repayment of loans and to make the required disclosures in the prescribed format. SEBI observed multiple instances of defaults requiring disclosure. | Monetary penalty imposed |
| DIC India Limited | March 21, 2025 | Regulation 30 & 23(9) of SEBI (LODR) Regulations | Failure to disclose change in Senior Management within prescribed timeline.
Failure to disclose remuneration details of KMP to the Stock Exchange and on the Company’s website. |
Settlement Order passed |
| Jinaam’s Dress Limited | June 27, 2022 | Regulation 4(1)(d), Regulation 30(2), 30(6) & 30(10) read with applicable clauses of Para A of Part A of Schedule III | Delayed/non-disclosure of resignation of CEO and initiation and withdrawal of CIRP; failure to respond to queries raised by the Stock Exchange relating to such disclosures. | Monetary penalty imposed |
| Coffee Day Enterprises Limited | August 13, 2024 | Regulation 30(1) read with Regulation 30(2) and Regulation 30(9), read with Clause 6 of Para A of Part A of Schedule III of SEBI LODR Regulations | Alleged failure to disclose material information relating to defaults by its subsidiary, thereby resulting in non-compliance with the disclosure obligations applicable to material events/information concerning subsidiaries. | Settlement Order passed |
Source: SEBI Adjudication and Settlement Orders in the respective matters.
The regulatory message emerging from these orders is clear: disclosure under Regulation 30 is not merely about what is disclosed, but equally about when and how completely it is disclosed.
Once a disclosure obligation is triggered, internal deliberations, administrative constraints or subsequent corrective disclosure may not, by themselves, cure the delay. Further, where an event has already been disclosed, material developments relating to that event must continue to be evaluated and disclosed until the matter is resolved or closed.
The compliance question is not merely — “Was it disclosed?”
It is equally — “Was it disclosed when it ought to have been?”
Practising Company Secretary
SPG & Associates
9968300649
suresh@spgindia.co.in
Coming Up in Edition 17: Rights Issue under Section 62(1)(a) – Timelines, Process & Compliance
Disclaimer: This content is intended solely for research and knowledge-sharing purposes among professionals, based on information available in the public domain. It is not intended to malign any individual or entity, nor should it be construed as a solicitation or used for any commercial or promotional purpose. The views expressed do not constitute a legal opinion or professional advice. While utmost care has been taken to ensure the accuracy of the content, no responsibility is accepted for any errors or omissions. Readers are advised to verify the information independently from official and original sources before taking any action based on the same.
