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SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 - An Insight #pdf
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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 With the coming into force of the Listing Regulations, erstwhil e Listing Agreements st ands repealed.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 Page 2 of 19 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. Page 7 of 19 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 Copyright 2016 © With Author All rights are reserved. No part of this article may be reproduced, stored in a retrieval system or transmitted, in any form or by any means, mechanical, photocopying, recording or otherwise, without prior written permission of the author. Any breach of these rights or conditions will entitle civil and criminal action without further notice. PROFESSIONAL LIFE – ENDLESS POSSIBILITIES WITH BORDERLESS SUCCESSES




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