The thirty-minute window: what Reg 30(6) actually asks of a communications team

A board meeting ends. Somewhere in the room, a decision has just become a disclosable event. The company secretary has thirty minutes. The communications team, in most companies we meet, has no idea the meeting was happening.

That gap is the subject of this note. It is not, in our experience, a drafting problem. Companies that miss the window rarely miss it because nobody could write fast enough. They miss it because nothing was written before the meeting, nobody had been told who approves what, and the first time the release was read by anyone senior was after the filing had already gone out.

The clocks

Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 sets the outer limits. There is no single deadline — there are five, and which one applies depends on what happened and where it originated.

Two things about that table matter more than the numbers themselves.

The first is that the seventy-two-hour concession is conditional. It is available for non-tax litigation claims only where all the relevant information is already recorded in the entity’s structured digital database maintained under the insider trading framework. If the record is not there, the concession is not there either. A team that has let its database drift is quietly operating on a shorter clock than it thinks.

The second is that a late disclosure is not simply late. It requires a written explanation for the delay. That explanation becomes part of the record, and it is read by people who did not attend the meeting and will not be sympathetic about the drafting. Anyone who has had to write one will tell you it is a far worse afternoon than preparing the package in advance would have been.

Materiality is a decision, not a formula

Before any clock starts, someone has to decide that the event is disclosable at all. This is where communications teams tend to go quiet, and where they should not.

Schedule III Part A splits into two halves. Para A events are deemed material — no test, no judgement, no discussion. Para B events are subject to the materiality test in Regulation 30(4).

That test has a quantitative limb and qualitative limbs. The quantitative threshold, in Regulation 30(4)(i)(c), is the lower of three figures: two per cent of turnover; two per cent of net worth, which is ignored where net worth is negative; or five per cent of the average of the absolute value of profit or loss after tax for the last three audited consolidated financial statements. That third limb was inserted by the LODR (Second Amendment) Regulations 2023 with effect from 15 July 2023, and it is the one that catches companies out, because for a business with thin or volatile profits it produces a much smaller number than the other two.

The qualitative limbs sit alongside it. An event can clear none of the numbers and still be material because of what it means for the business.

Under Regulation 30(5), the board authorises one or more key managerial personnel to make this determination. So there is a named person, or a named group, whose job it is to decide.

The communications point is narrow and important. The agency does not make this call. We have never made it and would decline to. But we must know that it is being made, and when — because the moment it is made, a clock starts, and the package either exists or it does not.

Where communications teams actually fail

Most listed companies in India file well. Company secretaries are careful, the exchange portals are familiar, and the filing itself is treated as what it is: a legal act with an owner and a consequence.

The same companies communicate badly around that filing. Not dishonestly — badly. The release lands late, or says slightly the wrong thing, or lands well and then the social post says something else.

The reason is structural. The filing has an owner. The communication is an orphan.

The filing is the ceiling, not the floor.

Four failures account for most of what we see.

The release is drafted after the filing rather than alongside it. By the time the filed text exists, the window is already running. Whatever is written now is written under time pressure by whoever is available.

The approval chain is not defined before the meeting. Everyone knows who signs a filing. Almost nobody has written down who checks the release against it. So the draft circulates, three people comment, none of them is the decision-maker, and forty minutes disappear.

Nobody owns the investor list. It sits in a spreadsheet on one laptop, it is eight months old, and the person who maintained it has moved teams.

The social post says slightly more than the filing did. This is the most common and the most dangerous. Somebody adds a line of context, or an adjective, or a forward-looking flourish that reads well and is not in the filed document. The filing is the ceiling. Nothing that leaves the building may sit above it.

What good looks like

The remedy is not speed. It is preparation, and it is unglamorous.

1. Draft from the agenda, not the outcome

   The communication package is written before the meeting, from the agenda, with the numbers and the decision left blank. Ninety per cent of the words do not depend on what the board decides.

2. Name the approval chain in advance

   Who drafts, who checks the draft against the filed text, who signs it off. Three names, written down, agreed before anyone sits in the room.

3. Treat the filed text as the only source

   Every sentence in the package traces to a paragraph of the filing. Nothing in the package may exceed it — not in substance, not in tone, not in implication.

4. Release everything as one set

   Release, investor note, social copy and internal note go out together. Assets that leave at different times drift apart, and the drift is always in the direction of saying more.

5. Keep an audit trail

   Who approved what, and at what time. This costs nothing while things are going well and is the only useful document when they are not.

6. Prepare the explanation immediately if a clock is missed

   If a window has gone, the written explanation is drafted the same day, while the sequence of events is still remembered accurately by the people who lived it.

Rumour verification is a different clock

Regulation 30(11) is a separate obligation and is often confused with the disclosure windows above. It requires a listed entity to confirm, deny or clarify a reported market rumour within twenty-four hours of the trigger of material price movement.

The scope is narrow, and the dates matter. This binds the top 100 listed entities from 1 June 2024 and the top 250 from 1 December 2024. Below that, it does not apply.

We say this plainly because the obligation is routinely mis-sold. A small or newly listed issuer is told it must now run rumour monitoring as a statutory requirement, and buys a retainer for something the regulation does not ask of it. Monitoring may still be a sensible commercial decision for a smaller company — being the last to know is rarely an advantage — but it should be bought as a commercial decision, with clear eyes, and not as compliance.

The part a machine cannot do

Almost everything described above can be automated, and in our practice it is. The templates, the clock, the escalation, the assembly of the package from the filed text, the audit trail — all of it is machine work, and machines are better at it than people are at four o’clock on a Thursday.

What cannot be automated is the last decision. Whether to say more than the minimum, when the minimum is technically sufficient and obviously inadequate. Whether silence for another hour is the better answer. Whether a carefully hedged phrase will read to a journalist as precision or as evasion — which is a question about people, not about text.

Automation gets the package ready inside the window. A person decides what goes in it. We have not found a way to move that line, and we are suspicious of anyone selling one.

General information, not advice. This note describes published regulation as we read it, for general information. It is not legal, compliance or investment advice, and it is not a substitute for your company secretary or your legal advisers. Regulation changes. Verify the current text against sebi.gov.in and take your own advisers’ view before acting on anything here.