SEBI mulls obligation on promoters, directors to provide response to queries on market rumours by listed entity
SEBI has floated a consultation to seek comments on a proposal to keep material price movement as the criteria to verify market rumours instead of material event in terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
It is also considering a mechanism to ensure that unaffected price is considered with respect to transactions relating to the securities of a listed entity upon confirmation of market rumour.
SEBI is also considering an obligation on promoters, directors, key managerial personnel (KMP) and senior management to provide adequate, accurate and timely response to the queries raised or explanation sought in respect of market rumours by the listed entity in order to ensure compliance with Regulation 30(11) of LODR Regulations.
The obligation to disclose material events or information and market rumours is cast upon the listed entity.
However, there may be instances where the rumour may pertain to promoters/directors/KMP/senior management and the listed entity may need to seek information from such persons in order to provide adequate, accurate and timely disclosure to the investors and to ensure compliance with Regulation 30(11) of LODR Regulations.
“Therefore, there is a need to cast an obligation upon the promoters, directors, KMP and senior management to provide adequate, accurate and timely response to the queries raised or explanation sought by the listed entity in order to ensure compliance with Regulation 30(11) of LODR Regulations,” a SEBi consultation paper said.
The first proviso to Regulation 30(11) of LODR Regulations requires listed entities to verify and confirm, deny or clarify market rumours which are reported in the mainstream media (rumour verification requirement).
The rumour verification requirement shall be applicable to top 100 listed entities with effect from February 1, 2024 and to the top 250 listed entities with effect from August 1, 2024, as specified by a SEBI circular dated September 30.
In this context, it is suggested to define ‘materiality’ in terms of price movement in the scrips of the listed entity since the aim is to ensure prompt verification of rumours that results in a sudden movement in the price of the scrips of the listed entity.
Hence, defining ‘materiality’ in terms of price movement instead of material event in terms of regulation 30 of LODR Regulations may be more relevant for the rumour verification requirement.
Currently, under Regulation 30(11) of LODR Regulations, market rumour is required to be verified within 24 hours of reporting in the mainstream media.