File Content -
SEBI (LISTING OBLIGATIONS &
DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
A New Regime for Listed
Companies!
Articulator
Team
CS S Dhanapal, B.Com, BABL, FCS
CS Smita Chirimar, M.Com, FCS, DCG(ICSI)
CS N. Ramanathan, B.Com, FCS
CS R. Pratheepa, BCS, ACS
CS Lavang Arora, B.Com, ACS
CS Sindhuja Raghuraj, B.Com, LLB, ACS
CS Geetha Jaideep, ACS, BL
CS Asha Felicia, B.Com, MBA, ACS
CS Siripriya, B.Com, ACS
Page 1 of 19
SEBI
(Listing Obligations & Disclosure
Requirements) Regulations, 2015
Introduction:
Securities Exchange Board of India (“SEBI) notified the Securities Exchange Board
of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the “Listing Regulations ”) on September 2, 2015 with the
aim of alignment of the Listing Regulations with the Compani es Act, 2013 and for
the purpose of having a greater Statutory force on the Listed Entities in India
Companies. For the ease of the Stakeholders, SEBI has consolidat ed the Listing
Regulations into one single document for various types of Securities listed on the
Stock Exchanges.
With the coming into force of the Listing Regulations, erstwhil e Listing Agreements
st ands repealed. A shortened version of the Listing Agreement ( 2 page approximately)
has been prescribed and the same is required to be signed by a Compa ny getting its
Securities listed on Stock Exchanges. With regard to the existing Li sted Entities, the
sam e was to be signed as a fresh Listing Agreement within 6 months of the
notification of the Regulations, i.e. before 01.03.2016 .
Date of Applicability of Listing Regulations:
The Listing Regulations came into force on the ninetieth da y from the date of their
publication in the Official Gazette i.e. from 1 st
December, 2015. While a 90-day
period was given to implement the Listing Regulations, two provisions of the Listing
Regulations, as stated below , being facilitating in nature, became applicable with
immediate effect.
Regulation Provision Applicable from
Regulation
23(4)
All material Related Party Transactions shall
require approval of the shareholders (Ordinary
Resolution) and the Related Parties shall
abstain from voting on such resolution
whether the entity is a related party to that
particular transaction or not
September 2,
2015
Regulation
31A
Disclosures relating to Promoters and the re-
classification of Promoters as public
shareholders under various circumstances
September 2,
2015
Other
Regulations All other provisions of the Listing Regulations December 1,
2015
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Chapters - Substantive Provisions
Schedules - Procedural Requirements
103 Regulations spread over 12 Chapters
CHAPTERS
1. Preliminary (Reg. 1 - 3)
2. Principles governing disclosures and obligations of listed
entity (Reg. 4)
3. Common obligations of listed entities (Reg. 5 - 14)
4. Obligations of listed entity which has listed its specified
securities (Reg. 5 - 48)
5. Obligations of listed entity which has listed its non-
convertible debt securities or non -convertible redeemable
preference shares or both (Reg. 49-62 )
6. Obligations of listed entity which has listed its specified
securities and either non-convertible debt securities or non -
convertble redeemable preference shares or both (Reg. 63-64 )
7. Obligations of listed entity which has listed its Indian
Depository Receipts (Reg. 65-80 )
8. Obligations of listed entity which has listed its securitised debt
instruments (Reg. 81-87 )
9. Obligations of listed entity which has listed its Mutual Fund
units (Reg. 88-91 )
10. Duties and obligations of the Recognised Stock Exchange(s)
(Reg. 92-97 )
11. Procedure for action in case of default (Reg. 98-99 )
12. - Miscellaneous (Reg. 100 - 103 )
SCHEDULES
1. Terms of securities
2. Corporate Governance - 5 Parts
3. Disclosure of events or Information - 4 Parts
4. Disclosure in Financial Results - 2 Parts
5. Annual Report
6. Manner of dealing with unclaimed shares
7. Transfer of securities
8. Manner of reviewing form b accompanying annual
audited results
9. Amendments to other regulations
10 . List of SEBI circulars which stand rescinded
12
CHAPTERS
10
SCHEDULES 103
REGULATIONS
Structure of the Listing Regulations:
Page 3 of 19
Chapters in Detail:
Given below is a quick insight on the 12 chapters of the Listing Regu lations.
with focus on Chapter no. 4, dealing with obligations of listed entity which has
listed its specified securities.
CHAPTER I – PRELIMINARY - REGULATIONS 1 – 3
This Chapter contains 3 regulations:
1. Short Title and Commencement
2. Definitions. This Section contains 39 definitions of the com mon terms used
in the entire Listing Regulations numbered as (a) to (zm)
3. Applicability of the Regulations
CHAPTER II -
PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF
LISTED ENTITY- REGULATION 4
These principles serve as a guide for the various requirements sp ecified in the other
Chapters of the Regulation. In case of absence of any specific r equirement or
ambiguity in the requirements of as stated in the other chapte rs, these principles
would serve as guide to the listed entities. Further in case of any ambiguity between
the principles and the relevant regulations the principles shall prevail. It is for this
reason that this Chapter demands special attention and comman ds importance. The
principles are in the nature of the Rights of Shareholders, Tim ely Information,
Equitable Treatment, Role of Stakeholders in Corporate Govern ance, Disclosure and
Transparency, Responsibilities of the Board of Directors, etc.
CHAPTER III-
COMMON OBLIGATIONS OF LISTED ENTITIES-REGULATIONS 5 –14
These obligations are common to all the listed entities irr espective of the type of
securities listed .
Regulation Provision Requirements
Regulation 5
Obligation of
Compliance on
Listed Entity
Listed Entity to ensure that KMP, directors,
promoters or other persons dealing with the listed
entity, comply with responsibilities or obligations,
if any, assigned to them under these regulations
Regulation 6
Obligations of
Compliance
Officer
Every Listed Entity to appoint a Qualified
Company Secretary as the Compliance Officer to
carry out the responsibilities as stated in the
Regulations.
Regulation 7 Appointment of
Share Transfer
Agent (STA)
Either an external STA can be appointed or can
be managed in-house.
In case of in-house STA, if the number of
securities holders exceeds 1,00,000 the listed
Page 4 of 19
entity shall either register with SEBI as a category
II STA / appoint a STA registered with SEBI.
Compliance Requirements:
Compliance Certificate duly signed by both
the Compliance Officer and the authorised
representative of the STA, wherever
applicable, shall be submitted to the stock
exchanges within 1 month of end of half of
the financial year, certifying that share
transfer facility is either in house /
through Share Transfer Agent.
When there is a change in the Share
Transfer Agent, a Tripartite Agreement
shall be entered into between the listing
entity, existing and the new Share Transfer
Agent, and the said agreement shall be
placed before the Board of Directors at
their subsequent meeting.
Intimation of such appointment to be sent
to the Stock Exchanges within 7 days of
the agreement.
Regulation 8 Co -operation
with
Intermediaries
To maintain co-operation with and submit correct
and adequate information to the intermediaries
registered with SEBI, such as Credit Rating
Agencies, Registrar to an issue and Share
Transfer Agent, Debenture Trustees etc . within
the timelines and as per prescribed procedures.
Regulation 9 Preservation of
documents
A policy for preservation of documents
shall be framed and approved by the Board
of Directors
Documents to be classified at least in 2
categories :
a. Documents which require permanent
preservation;
b. Documents with preservation period of
not less 8 eight years after completion
of the relevant transactions
Preservation can be made in electronic
mode also .
Regulation 10 Filing of
Information
Filing of Reports, Documents etc. by Listed
Entities to be made electronically in the platform
as specified by SEBI or the recognised stock
exchange(s).
Regulation 11 Scheme of
Arrangement
Any Scheme of Arrangements / Amalgamations /
Mergers / Reconstruction / Reduction of Capital
etc shall not violate or over ride or limit the
provisions of any securities laws or requirement
of Stock Exchanges.
Regulation 12 Payment of
Dividend or
interest or
redemption or
repayment
Listed Entities to use electronic modes of
payment approved by RBI for payment of
Dividend, Interest, Repayment of amounts
etc.
Where payment under electronic mode is
not possible, payable- at-par warrants or
cheques may be issued.
Where dividend payable exceeds Rs.
Page 5 of 19
1,500/- the payable- at-par warrants or
cheques shall be sent by speed post.
Regulation 13 Grievance
Redressal
Mechanism
Listed Entities to Regist er on SCORES
handling for investor complaints
To take necessary steps for expeditious
Redressal of investor complaints
A statement giving the details of number of
complaints pending at the beginning of the
quarter, received and disposed of during
the quarter and those remaining
unresolved at the end of the quarter shall
be filed with the Stock Exchanges within
21 days from the end of each quarter.
Such statement shall be placed before the
Board every quarter.
Regulation 14 Fees Listed entities to pay fees and other applicable
charges to the Stock Exchanges in the manner
specified by SEBI or the recognised stock
exchange(s).
CHAPTER IV -
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
SPECIFIED SECURITIES - REGULATION 15 TO 48
Provisions of important regulations covered under this chapter are detailed below for
quick reference:
Applicability - Regulation 15
The provisions of this regulation are applicable to all listed e ntities which have
listed its specified securities on any recognised Stock Exchange(s ), either on
the main board or on SME Exchange or on Institutional trading platform.
As per Section 2(zl) of these Listing Regulations, ‘specified securities’ means
‘equity shares’ and ‘convertible securities’ as defined under clause (zj)
of sub-regulation (1) of regulation 2 of the Securities and Excha nge
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 ;
The compliance with the corporate governance provisions a s specified in
regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C , D and E of Sch edule V shall
not apply , in respect of –
a. the listed entity having paid up equity share capital not exceeding Rs.
10 Crores and net worth not exceeding Rs. 25 Crores, as on the last
day of the previous financial year; or
b. the listed entity which has listed its specified securities on the S ME
Exchange.
Page 6 of 19
Definitions - Regulation 16
This regulation contains definition of
Control
Independent Director
Material Subsidiary
Senior Management
Board and Committees – Regulations 17 - 21
Composition of Board & its Committees
Particulars Board Audit Committee Nomination & Remuneration Committee
Stakeholder Relationship Committee
Risk Management Commit tee Applicability All Listed
Entities
All Listed
Entities
All Listed
Entities
All Listed
Entities
Top 100
Listed
Entities
Minimum No. of directors 3 3 3 Board to
decide
Board to
decide
Kind of Directors Atleast 50%
to be non-
executive.
Atleast one to
be Women
Executive &
Non
Executive
CS to act as
Secretary
Only Non
Executive
Executive &
Non
Executive
Executive &
Non
Executive
No. of Independent Directors
If regular the
chairman of
Board is non
executive and
non-
promoter - at
least 1/3 rd
of
the board to
be
independent.
In all other
cases –
atleast 50%
of the board
to be
independent
Atleast 2/3 rd
of the board
shall be
Independent
Atleast 50%
of the board
shall be
Independent
Not specified Not specified
Chairperson May / may
not be
Independent
Independent
Director
Independent
Director &
not the
chairman of
the Company
Non
executive
Director (may
/ may not be
independent)
Member of
the Board
Meetings
and
Quorum
Atleast 4
Meetings
with a
maximum
gap of 120
days
between 2
meetings
Atleast 4
with
maximum
120 days
between 2
meetings.
Quorum- 2
or 1/3rd
whichever is
greater with
alteast 2
independent
directors.
Not specified Not specified Majority of
members
shall consist
of members
of the board
of directors.
Senior
executives of
the listed
entity may be
members of
the
committee.
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Broad responsibilities of Board
Periodically review compliance reports pertaining to all l aws applicable to the
listed entity, prepared by the listed entity as well as steps taken by the listed
entity to rectify instances of non-compliances.
Satisfy itself that plans are in place for orderly succession f or appointment to
the board of directors and senior management.
Frame a Code of Conduct for all Board members & Senior Ma nagement,
incorporating the duties of Independent Directors.
The board of directors shall recommend all fees or compensation , if any, paid
to non-executive directors, including independent directors.
Minimum information to be placed before the Board is specified in Part A of
Schedule II.
The chief executive officer and the chief financial offi cer shall provide the
compliance certificate to the board of directors as specified in Par t B of
Schedule II.
Framing, implementing and monitoring the risk management pla n for the
listed entity.
Performance evaluation of independent directors.
Related Party Transactions (Regulation 23):
The listed entity shall formulate a policy on materiality o f related party
transactions and on dealing with related party transactions;
A transaction with a Related Party shall be considered material, if the
transaction(s) to be entered into individually or taken together with previous
transactions during a financial year, exceeds 10% of the Annua l consolidated
turnover of the listed entity as per the latest audited financial s;
Prior approval of the Audit Committee is required for all relate d party
transactions. Audit Committee may also provide omnibus approval subject to
fulfilment of specified criteria;
Approval of Shareholders to be taken for all Material Related Party
Transactions and the related parties shall abstain from voting o n such
resolutions whether the entity is a related party to the particul ar transaction
or not.
The provisions of this regulation shall be applicable to all prosp ective
transactions. All existing Related Party Contracts / arrangements entere d into
prior to the date of the notification of these regulations and whi ch may
continue beyond such date, to be placed for the approval of the Shar eholders
in the first General Meeting subsequent to notification of these re gulations;
Approval of Audit Committee and Shareholders is not required in cas e of
(a)transactions entered into between two government companies; ( b)
transactions entered into between a holding company and its wholly owned
subsidiary whose accounts are consolidated with such holding company and
placed before the shareholders at the general meeting for appro val.
Page 8 of 19
Independent Directors (Regulation 25 ):
A person shall not serve as an independent director in more tha n 7 listed
entities .
Any person who is serving as a whole time director in any listed entity shall
serve as an independent director in not more than three listed entities.
The independent directors shall hold at least one meeting in a year, without
the presence of non-independent directors and members of the ma nagement.
Vacancy to be filed up in next board meeting or 3 months from date of
vacancy whichever is later.
Familiarization programmes to be conducted for independent direc tors.
Submission of Corporate Governance Report (Regulation 27)
Corporate Governance Report to be submitted within 15 days of each qu arter
in the format specified.
Specific formats notified for quarterly, yearly and half yearly reporting on
24.09.2015 vide Circular No. CIR/CFD/CMD/ 5 /2015.
The Report on Corporate Governance to be tabled in the next Boar d Meeting of
the Company.
Prior Intimation to the Stock Exchange (Regulation 29)
No. of Days Items Proposed to be transacted
2 Clear Working
Days excluding the date of the
intimation and date of the meeting Intimation about the Board Meetings where the following
proposals are to be considered: Proposal for buy-back of securities
Proposal for voluntary delisting
Fund Raising
Annual General Meeting (AGM), Extra Ordinary
General Meeting (EGM) or Postal Ballot, proposed for
obtaining shareholders approval for further fund
raising
Declaration / Recommendation / passing over of
dividend
Issue of convertible securities
Declaration of bonus securities
5 Clear Days
excluding the date of the intimation and date of the
meeting Intimation about the Board Meetings along with the date of
the meeting where the following proposals are to be
considered: Consideration of Financial Results viz. quarterly, half
yearly, or annual, as the case may be
11 Working Days
Alteration in the form or nature of any of its securi ties
that are listed or in the rights or privileges of the
holders thereof
Any alteration in the date on which, the interest on
debentures or bonds or the redemption amount of
redeemable shares or of debentures or bonds shall be
payable
Page 9 of 19
Disclosure of Events or Information (Regulation 30):
The events or information’s which are to be disclosed are provided under Schedule III
to the Listing Regulations. The Schedule is bifurcated into 2 parts:
1) Deemed to be material events (Para A of Part A of Schedule I II)
2) Events which shall be disclosed based on application of guideline s for
materiality specified under Sub-regulation 4 of Regulatio n 30 (Para B of
Part A Schedule III)
A policy to be framed by every listed entity for determinat ion of materiality
duly approved by the Board of Directors and shall be disclosed on its website.
One or more KMP’s shall be authorised by the Board for determin ation of
materiality and for the making disclosures;
Contact Details of such authorised personnel shall be disclosed to the Stock
Exchanges and also on the entity’s website;
The Entity shall disclose all events specified in Part A of Schedule III as soon
as reasonably possible but not later than 24 hours from the occurren ce of the
event. If the disclosure is made after 24 hours explanation to the effect to be
provided;
All disclosures made to the Stock Exchanges shall be hosted on th e website of
the listed entity, for a minimum period of 5 years, and ther eafter as per the
archival policy of the Listed entity;
Any other information which is not referred to in Para A o f Schedule III but
have material effect shall be disclosed adequately;
Shareholding Pattern (Regulation 31)
100% shareholding of the promoter and the promoter group shall b e held in
dematerialised form in compliance with the circulars or dir ections issued with
respect to its maintenance.
Further a statement showing holding of securities and the shar eholding
pattern separately for each class of security in the specified fo rmat shall be
submitted to the Stock Exchanges within the timelines as mentioned belo w:
i. One day prior to the listing of securities;
ii. Within 21 days from the end of each Quarter;
iii. Within 10 days of a Capital restructuring resulting in a chang e
exceeding 2% of the total paid up share capital;
Format for disclosure of shareholding pattern has been notifi ed on 30.11.2015
vide Circular CIR/CFD/CMD/13/2015
Re -classification of Promoters as public shareholders (Regulation 31A):
All entities falling under promoter and promoter group sha ll be disclosed
separately in the shareholding pattern appearing on the we bsite of Stock
Exchanges;
Only upon receipt of a request from the concerned listed entity or the
concerned shareholders along with all relevant evidence and on being satisfied
with the compliance of various conditions, the Stock Exchange sha ll allow
modification or reclassification of the status of the Shareholde rs;
Page 10 of 19
In case of transmission / succession / inheritance the inher itor shall be
classified as the Promoter;
When a new promoter replaces the
previous promoter subsequent to an
open offer or in any other manner,
reclassification shall be permitted
subject to the following conditions
Where an entity becomes
professionally managed and does not
have any identifiable promoter the
existing promoters may be re-
classified as public shareholders
subject to the following conditions
Approval of Shareholders in General Meeting
The Promoters seeking reclassification and their relatives may act as KMP in the
entity only subject to shareholders’ approval and for a period no t exceeding 3 years
from the date of shareholders’ approval
Such promoter along with the promoter
group and the Persons Acting in Concert (“ PAC ”) shall not hold more than 10% of
the paid up equity capital of the entity No person or group along with PAC’s
taken together shall hold more than 1%
paid up equity capital of the entity
including any holding of convertibles,
outstanding warrants, depository
receipts. However any mutual fund,
bank, insurance company, financial
institution, foreign portfolio investor may
individually hold up to 10% paid up
equity capital of the entity including any
holding of convertible, outstanding
warrants, depository receipts.
Such promoter shall not continue to
have any special rights through formal
or informal arrangements
The promoter seeking reclassification
along with his promoter group entities
and the PACs shall not have any special
right through formal or informal
arrangements.
All shareholding agreements granting special rights to such en tities shall be
terminated
Such promoter shall not directly or indirectly, exercise co ntrol, over the affairs of the
entity
Increase in the level of public shareholding pursuant to re-class ification of promoter
shall not be counted towards achieving compliance with minimum public
shareholding requirement
The event of re-classification shall be disclosed to the Stock Exch anges as a material
event
Board may relax any condition for re-classification in specifi c cases, if it is satisfied
about non-exercise of control by the outgoing promoter or i ts PACs
Statement of Deviations or Variations (Regulation 32)
In case of Public Issues, Right Issues, Preferential Issues etc, the li sted entity
shall submit the following statement to the Stock Exchanges: a. Statement indicating deviations, if any, in the usage of the pro ceeds
Page 11 of 19
b.
Statement indicating category wise variation (Capital expenditures,
working capital expenditure etc)
The Statements shall be submitted till the issue proceeds are ful ly utilised;
The Statements shall be placed before the Audit Committee;
Explanation to the effect shall be furnished in the Board’s Rep ort;
Till such time the money is fully utilised, a Statement of Fu nds utilised to be
prepared and placed before the audit committee and to be duly ce rtified by the
Statutory Auditors;
In case any Monitoring agency is appointed to monitor the ut ilisation of
proceeds, any comments or report received shall be placed before th e Audit
Committee;
Financial Results Preparation, Approval & Authentication (Regulation 33)
Financial Results Approval & Authentication
Financial results shall be prepared
based on Accrual Accounting Policy
with uniform accounting practices;
Quarterly and year to date results to
be prepared in accordance with the
Recognition and measurement
principles laid down under
Accounting Standard 25 & 31;
Standalone & Consolidated results
shall be prepared under the GAAP in
India;
In addition to the above, listed entities
may also submit Financial Results as
per IFRS notified by the International
Accounting Standard Board;
Limited Review / Audit Reports
submitted to the Stock Exchanges on
Quarterly or Annual basis are to be
given only by an auditor who has
subjected himself to & holds a valid
certificate issued by the Peer Review
Board of ICAI;
Listed entity shall make disclosures
specified in Part A of Schedule IV Financial results to be approved by
the Board of Directors;
While placing the Financial Results
before the Board, the CEO & CFO
shall certify that the Financial
Results: a. Do not contain any false or
misleading statement or figures &
b. Do not omit any material fact
which may make the statements or
figures contained therein
misleading;
To be signed by the Chairperson, or
MD or WTD or any director duly
authorised;
The limited review report shall be
placed before the board of directors, at
its meeting which approves the
financial results, before being
submitted to the stock exchange(s).
Submission of Financial Results to Exchanges:
Financial Results shall be submitted Quarterly and year to dat e within 45
days of the end of each Quarter other than the last Quarter;
Page 12 of 19
In case of having subsidiaries, the listed entity in addition to th e above, may
also submit Quarterly / year to date Consolidated Financial Results su bject to
the following: a. Intimate the Stock Exchanges in advance, that it shall also submit
consolidated results. However this option shall not be changed
during the year;
b. In case it changes the option next year, comparable figures for th e
previous year shall be furnished;
Quarterly and year to date Financial Results may be audited / un audited
subject to the following: a. Unaudited results shall be accompanied by a limited review by the
Statutory Auditors. In case of a Public Sector undertakings, by a ny
practicing Chartered Accountant;
b. In case opted for audited results they shall be accompanied by the
Audit Report;
Audited Financial Results to be submitted within 60 days from the e nd of the
Financial year, along with the Audit Report in Form A (unmodi fied opinion) or
Form B (modified opinion)
The financial results in respect of the last Quarter shall b e submitted along
with the audited financial results for the entire year, with a note that the
figures for the last quarter are the balancing figures bet ween the audited
figures and figures up to the third quarter of the Current fin ancial year;
In case of the Auditor expressing modified opinion, the listed entity shall
include a note to the Financial Results stating:
a. How the modified opinion has been resolved
b. If not resolved, the reason thereof and the steps taken for the same
Along with the Financial Results for the half year, the listed entity shall also
submit by way of a note statement of assets and liabilities as at the end of the
half year;
In case there is a name change suggesting any new line of business, it shall
disclose the net sales, expenditure and net profit or loss after tax pertaining to
the said new line of business separately in the results. Such disclos ures shall
be given for 3 years succeeding the date of change of name;
All transactions of exceptional nature shall be disclosed;
Listed entity shall carry out necessary steps for rectification of modified
opinion and / or submission of revised pro-forma financial results as specified
in Schedule VIII;
Format for publishing financial results has been notified on 3 0.11.2015 vide
Circular CIR/CFD/CMD/15/2015.
Listed entity shall submit to the Stock Exchanges an Annual Infor mation
Memorandum in the manner specified by SEBI from time to time ; (Reg 35)
Annual Report – Regulation 34 & 36
Annual Report to be submitted within 21 working days of being approved at
the Annual General Meeting;
Contents of Annual Report:
a. Audited Financial Statements – Standalone & Consolidated, if
applicable;
Page 13 of 19
b.
Cash Flow Statement only under indirect Method;
c. Directors Report;
d. Management Discussion and Analysis Report;
e. Business Responsibility Report for top 100 listed entities based on
Market Capitalization;
(SEBI, vide amendment dated December 22, 2015 to Regulation 34 (2)
(f) of SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015, has extended the applicability of Business
Responsibility Reports to top five hundred listed companies based on
market capitalization as on March 31, of every year.)
To be sent to Shareholders at least 21 days before the Annual General Meet ing
Soft Copies To those who have registered their email addresses
Hard copy of statement
containing the salient
features of all the
documents
To those who have not registered their email addresses
Hard Copies of full
Annual Reports To all those who request for the same
For appointment / reappointment of a director - the shareholders much be
provided with the below information
Brief resume of the Director and nature of expertise in sp ecific functional area
Relationships between directors inter- se
Directorships and memberships of committees of the Board in othe r listed
entities
Shareholding of non executive directors
Scheme of Arrangement (Regulation 37):
Before filing the draft Scheme of Arrangement before any Court or Tribunal, it
shall be filed with the Stock Exchanges;
An observation letter or no objection letter shall be obtai ned from the
Exchange before filing such draft scheme with any Court or Tribunal;
Such observation letter or no objection letter shall be placed b efore the Court
or Tribunal at the time of seeking approval of the Scheme of Arran gement;
The observation or no objection letter shall be valid for a pe riod of 6 months
from the date of issuance within which the draft scheme of arrangement shall
be submitted to the Court or Tribunal;
Upon sanction of the Scheme by the Court or Tribunal the listed enti ty shall
submit such prescribed documents to the Stock Exchanges;
Transfer or Transmission of Securities (Regulation 40)
The power of transfer of securities may be delegated to a Com mittee or to a
Compliance Officer or to the Share Transfer Agent or RTA by the Board ;
The Share Transfer formalities shall be attended by such delegat ed authority
once in a fortnight who shall report on the same to the Bo ard;
On receipt of the proper documentation the transfer is to be effect ed within a
period of 15 days from the date of receipt of request;
Page 14 of 19
Transmission requests to be processed within a period of 7 days in case of
demat mode and 21 days in case of physical mode;
No effect to the transfer requests to be given, when the transfer is restricted by
any Statutory prohibition or any attachment or prohibitory or der of a
competent authority;
The transfer of securities shall not be registered when the tr ansferor objects to
the transfer and serves on the listed entity a prohibitory or der of a Court of
competent jurisdiction, within 60 working days of raising the objec tion;
Where the transfer was not effected with 15 days or the listed entity has failed
to communicate to the transferee any valid objection to the transfer , the
aggrieved party shall be compensated for the opportunity losses an d shall be
provided with all corporate benefits;
Within one month from the end of each half of the Financi al Year, a Certificate
from a Practising Company Secretary is to be produced and filed wit h the
Stock Exchanges, certifying that all certificates have been issued within 30
days of the date of lodgement for transfer, sub-division, conso lidation,
renewal, exchange or endorsement of calls / allotment monies (inc ludes name
deletion, transmission and transposition of securities)
Procedural requirements are specified in Schedule VII;
Record Date / Book Closure Requirements (Regulation 42)
Intimation to be sent to all Stock Exchanges;
Advance notice of 7 Clear Working days to be given specifying th e purpose;
The recommendation, declaration of all dividend, Cash Bonuses, i f any, shall
be made at least 5 Clear Working days before the record date;
Ensure minimum 30 days gap between 2 Record Dates and Book Closure s;
For physically held securities the closure of transfer books may b e announced
in place of fixing record date;
Dividend and Voting (Regulation 43 & 44)
Dividend shall be declared & disclosed on per share basis only;
Remote e-voting shall be provided for all resolutions;
Voting Results in format specified to be submitted within 48 hours of
conclusion of the General Meeting; (Format notified on 04.11.2015 vid e
Circular CIR/CFD/CMD/8/2015)
Name Change of Entity (Regulation 45)
Name change shall be permitted subject to compliance of the f ollowing:
a. Minimum 1 year shall elapse from the last name change;
b. Minimum 50% of total revenue in the preceding one year peri od has been
accounted for by the new activity suggested by the new name;
c. Amount invested in the new activity / project is at least 50% of the assets
of the listed entity;
In case of change in the activities of the listed entity and the s ame is not
reflected in its name, it shall change its name reflecting the new activity
within a period of 6 months from the change of activities;
Page 15 of 19
Upon satisfaction of the above mentioned conditions the name availabili ty
application shall be moved to the Registrar of Companies ( “ROC ”) seeking
name availability;
On receipt of availability of the proposed name & prior to filing of request for
change, the approval of stock exchanges to be sought with a certificate f rom a
Chartered Accountant certifying the compliance of the above co nditions;
Website (Regulation 46)
The listed entity to maintain a functional website containin g the basic
information about the listed entity, like Details of business;
Independent Directors
i. Terms & Conditions of appointment;
ii. Details of familiarisation programmes imparted;
iii. Composition of various committees;
iv. Code of conduct of board and senior management personnel
Policies for
i. Dealing with Related Party Transactions;
ii. Determining ‘material subsidiaries’;
iii. Vigil mechanism / whistle blower policy;
Email address for Grievance Redressal and other relevant details;
Contact details of Designated officials responsible for assistance and
handling investor grievances;
Notice of the Board Meeting where financial results shall be discussed
and the Financial Results upon conclusion of the Meeting;
Shareholding pattern;
Details of agreements with media Companies;
Schedule of analyst or institution investor meets and presentatio ns
made there at
In case of name change, new name and old name for a period of one
year;
All items published in news papers, such as Financial Results, notices
given to Shareholders by advertisements etc;
Changes in the contents of the website shall be updated within 2
working days from the date of such change;
Advertisements in News Papers (Regulation 47)
The listed entity shall publish the following information in the newspaper:
Notice of Board Meeting where Financial Results shall be di scussed;
Financial Results upon conclusion of the meeting;
Where Standalone and Consolidated results are submitted to the St ock
Exchanges, the consolidated results are to be published, along wi th a foot
note indicating Turnover, PBT & PAT on a Standalone Basis and a reference to
the places, such as the website of listed entity and stock exchange(s) , where
the standalone results of the listed entity are available .
Reference to the website where the financial results are pu blished;
Page 16 of 19
Statement on deviations / variations;
Notices given to Shareholders by advertisement;
Website link of the entity and of the Stock Exchanges to be give n where in
further details are available;
Within 48 hours of Boards’ approval, the Financial Results & other
information shall be published;
This regulation is not applicable to securities listed on SMEs
Other Regulations
To formulate a Vigil Mechanism (Regulation 22(1))
To submit information regarding the loss of Share Certificates and Issue of
the duplicate Certificates to the Stock Exchanges, within 2 days of g etting the
information (Regulation 39)
The listed entity shall comply with all the applicable and notifi ed Accounting
Standards from time to time. (Regulation 48)
CHAPTER V - OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NON-
CONVERTIBLE DEBT SECURITIES OR NON-CONVERTIBLE REDEEMABLE
PREFERENCE SHARES OR BOTH - REGULATION 49 TO 62
Regulation No. Title
49 Applicability – NCDs & Redeemable Preference Shares
50 Intimation to Stock Exchange
51 Disclosure of information having bearing on
performance/operation of listed entity and/or price sensitive
information
52 Financial Results
53 Annual Report
54 Asset Cover
55 Credit Rating
56 Documents and Intimation to Debenture Trustees
57 Other submissions to stock exchange(s)
58 Documents and information to holders of non - convertible de bt
securities and non-convertible preference shares
59 Structure of non convertible debt securities and non conve rtible
redeemable preference shares
60 Record Date
61 Terms of non convertible debt securities and non convertible
redeemable preference shares
62 Website
Page 17 of 19
CHAPTER VI - OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
SPECIFIED SECURITIES AND EITHER NON-CONVERTIBLE DEBT SECURITIES
OR NON-CONVERTBLE REDEEMABLE PREFERENCE SHARES OR BOTH -
REGULATION 63 TO 64
This chapter contains only 2 regulations. Regulation 63 talks about appli cability and
regulation 64 about delisting. In the event specified securities o f the listed entity are
delisted from the stock exchange, the listed entity shall comply wi th all the
provisions in Chapter V of these regulations. In the event that no n-convertible debt
securities and non-convertible redeemable preference shares’ of the listed entity do
not remain listed on the stock exchange, the listed entity sh all comply with all the
provisions in Chapter IV of these regulations.
CHAPTER V II - OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
INDIAN DEPOSITORY RECEIPTS - REGULATION 65 TO 80
Regulation No. Title
65 Applicability
66 Definitions
67 General Obligations
68 Disclosure of material events or information
69 Indian Depository Receipt holding pattern & Shareholding deta ils
70 Periodical Financial Results
71 Annual Report
72 Corporate Governance.
73 Documents and Information to IDR Holder
74 Equitable Treatment to IDR Holders
75 Advertisements in Newspapers
76 Terms of Indian Depository Receipts
77 Structure of Indian Depository Receipts
78 Record Date
79 Voting
80 Delisting of Indian Depository Receipt
CHAPTER VIII -
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
SECURITISED DEBT INSTRUMENTS- REGULATION 81 TO 87
Page 18 of 19
Regulation No. Title
81 Applicability
82 Intimation and filings with stock exchange(s)
83 Disclosure of information having bearing on
performance/operation of listed entity and/or price sensitive
information
84 Credit Rating.
85 Information to Investors.
86 Terms of Securitized Debt Instruments.
87 Terms of Securitized Debt Instruments.
CHAPTER IX -
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
MUTUAL FUND UNITS - REGULATION 88 TO 91
Regulation No. Title
88 Applicability
89 Definitions
90 Submission of Documents
91 Dissemination on the website of stock exchange(s).
CHAPTER X - DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK
EXCHANGE(S) - REGULATION 92 TO 97
Regulation No. Title
92 Dissemination
93 Transferability
94 Draft Scheme of Arrangement & Scheme of Arrangement
95 Form B accompanying Annual Audit Report.
96 Grievance Redressal
97 Monitoring of Compliance/Non Compliance & Adequacy/ Accur acy
of the disclosures
CHAPTER XI - PROCEDURE FOR ACTION IN CASE OF DEFAULT - REGULATION
98 TO 99
The Listed Entity or any other person, who contravenes any pr ovisions of
these regulations, shall be liable to action under the Securities Laws;
In addition would be liable for the following actions by the respective Stock
Exchanges
a. Imposition of fine;
Page 19 of 19
b.
Suspension of Trading;
c. Freezing of promoter / promoter group holding of Designated
Securities;
d. Any other action prescribed by the SEBI;
If listed entity fails to pay any fine imposed on it within such period as
specified from time to time, by the recognised stock exchange( s), after a notice
in writing has been served on it, the stock exchange may initiate action.
CHAPTER XII - MISCELLANEOUS - REGULATION 100 TO 99
Regulation No. Title
100 Amendments to other regulations
101 Power to remove difficulties
102 Power to relax strict enforcement of the regulations
103 Repeal and Savings
WRAP UP
This write up has been prepared with a view to give a brief insight to the readers
regarding the provisions of the recently enforced SEBI (LODR) Regu lations, 2015 and
incite them to read the regulations in detail to understand the compliance
requirements as applicable to difference classes of Listed Entities. Instead of making
a comparison between the erstwhile Listing Agreements and the new Listin g
Regulations, the provisions of the new Listing Regulations alone have been given in
order to stimulate the readers to forget the past and embrace the new.
Since its notifications on 02.09.2015, a number of Circulars have also been issued
providing among other things, the formats of disclosure requi rements as stipulated
in these Regulations.
Post your reflections to
S Dhanapal & Associates
(A firm of Practising Company Secretaries)
Suite No.103, First Floor, Kaveri Complex,
96/104, Nungambakkam High Road,
(Next to Ganpat Hotel & ICICI Bank), Nungambakkam, Chennai - 600 034. Land-line 044 - 4553 0256 / 0257
Dir- 42652127 Cell-9677022712
Email Id. csdhanapal@gmail.com Website:www.csdhanapal.com
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