Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

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1 05/12/2015

Transcript of Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Page 1: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

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05/12/2015

Page 2: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Type of Disclosures

Particulars which are to be disclosed

Prior intimation of Board Meetings

Other filing obligation of the company

Other obligation of the company

Obligation towards shareholders

Penalty for defaults

Main points of important prescribed forms

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Page 3: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

The Board is required to disclose every material event within 24 hours on its occurrence

There are two kinds of material events that is:

----which are deemed as material

----which may be considered material by Board depending upon its reaction on share price by its disclosure/ omission to stock exchanges

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Page 4: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Amalgamation, merger, demerger , acquisition or disposal of any unit or any other restructuring

Issuance , forfeiture , split or consolidation, buyback , redemption of securities etc

Revision in Rating

Outcome of Meetings of the board of directors

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Page 5: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Agreements not in normal courses of business like shareholder agreement, joint venture agreement etc

Fraud/defaults by promoter or key managerial personnel or by company

Change in directors, key managerial personnel, auditor and compliance officer

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Page 6: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Appointment or discontinuation of share transfer agent

Corporate debt restructuring

One time settlement

Reference to BIFR and winding-up petition filed

Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media

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Page 7: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Proceedings of Annual and extraordinary general meetings

Amendments to memorandum and articles of association

Schedule of analyst meet and presentations on financial results to analysts

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Page 8: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Commencement of commercial operations of any unit Change in the general character of business Awarded/ orders/contracts, not in the normal course

of business Disruption of operations of any unit due to natural

calamity or events such as strikes, lockouts etc

Effects arising out of change in the regulatory obligations

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Page 9: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Detail of Litigation / regulatory action with impact and its updating till the litigation is concluded

Detail of frauds /defaults by directors Detail of Options to purchase securities Detail of giving of guarantees etc for any third party

Brief details and impact of the approval obtained/

withdrawn/ surrendered

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Page 10: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Details of the entities Interest of related parties if

any Reasons Consideration Changes in shareholding

pattern

Detail of target entity

Interest of related parties

Objects and effects

Regulatory approvals if any

Time period for completion

Consideration

Detail of shares acquired

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Page 11: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Details and Reasons

Effect

Interest of related parties

Change in shareholding pattern

Detail of unit

Date of agreement

Expected date of completion

Consideration

Detail of buyers

Interest of related parties

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Page 12: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Type of securities Type of issuance that is public

or preferential allotment etc. Total number and amount of

securities Termination of proposal for

issuance of securities

Names of the investors

Details of investors and issue price after allotment of securities

In case of convertibles - intimation on conversion of securities

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Page 13: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Name of the stock exchange where these are listed

Details of terms of issue

Issue price

Details of defaults and corrective measures undertaken

Bonus is out of free reserves or share premium account

Bonus ratio

Pre and post shareholding

Estimated date of credited of bonus shares

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Page 14: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Split/consolidation ratio

Reasons

Pre and post share capital

Expected time of completion

Size of the issue

Name of the stock exchange

Details of terms of issue

Detail of security

Special rights attached to the instrument

Default or delay in payments

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Page 15: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Issuing authority Reasons Detail of registered holders Period for which order would

be applicable

Number of securities

Buyback price

Pre & post shareholding pattern

Forfeiture of shares and its reissue.

Alteration of capital Change in terms of securities

like redemption of securities.

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Page 16: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Name of parties

Purpose of the agreement or amendment or reasons of termination

Shareholding in the entity with whom the agreement is executed

Significant terms of the agreement

Interest of related parties

In case of issuance of shares to the parties, details of shares and its issue price

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Page 17: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Within 30 minutes of the closure of the meeting ,held to consider or decide the following:-

Declaration / cancellation of Dividends

Buyback of securities

Fund raising proposed

Issue of bonus

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Page 18: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Reissue of forfeited shares

Alterations of capital, including calls

Financial results

Decision on voluntary delisting

The intimation of outcome of meeting of the board of directors shall also

contain the time of commencement and conclusion of the meeting

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Page 19: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

For the following matters at least two days notice be given to the stock exchanges :

Proposal for buy back of shares.

Voluntary delisting of shares

Declaration of dividend

Declaration of bonus shares

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Page 20: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

For the following matters at least five days notice be given to the stock exchanges :

Consideration of financial annual / quarterly results For the following matters at least eleven days notice

be given to the stock exchanges : Alteration in the nature of securities . Alteration of date of payment of interest / redemption

amount Fund raising by way of issue of securities .

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Page 21: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Quarterly shareholding pattern in the prescribed form within 21 days .

Quarterly deviation / variation report of funds raised through issues from projected utilization after reviewing by Audit Committee .

Quarterly / Annual financial results within 45 / 60 days . A certificate of CFO and CFO be placed before the Board certifying that these do not contain any false statements or omit any material facts.

Quarterly corporate governance compliance report in prescribed form within 15 days .

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Page 22: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Annual report within 21 days of AGM. It shall contain in addition to information as required under Act, Business Responsibility Statement in prescribed form . This inclusion is applicable for top 100 companies or for others it is optional .

Annual Information Memorandum in the prescribed form.

Draft merger / demerger / arrangement scheme to stock exchanges before submitting to court for its no objection letter.

Intimation of loss of share certificates within two days

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Page 23: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Half yearly certificate from practicing company secretary regarding issue of certificates on split up consolidation/ transfer within 30 days .

Seven days notice for closure of transfer of books be given for any corporate action like declaring of dividend/ interest etc.

Giving of results of e-voting within 48 hours of conclusion meeting .

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Page 24: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Company shall obtain in principal approval from stock exchanges before issuing of securities .

Company shall not change its name within one year of earlier change and company should have at least 50% of either turnover / investment of business activity suggested by name.

Publication of notice of Board Meeting for consideration of results in newspapers

Publication of results in newspapers within 48 hours of its consideration

Details of transfers / transmission be laid before each Board Meeting .

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Page 25: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Maintain website consisting following information:

Details of its business

Terms of appointment of independent directors

Compensation to committees.

Code of conduct of board of directors and senior management personnel

Vigil mechanism/ Whistle Blower policy

Payments to non-executive directors

Policy on dealing with related party transactions

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Page 26: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Maintain website consisting following information:

Details of familiarization programmes imparted to independent directors including number of programmes attended and hours spent by them.

Email address and contact information of designated official for grievance redressal

Notice of meeting of Board where financial results shall be discussed

Quarterly / Annual Financial results

Complete copy of the annual report

Shareholding pattern

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Page 27: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Providing of Annual Report 21 days before AGM.

Providing of brief profile etc of proposed directors .

Issue of certificates on split-up consolidation or duplicate within 30 days of its lodgment with the company .

Transfer of shares with in 15 days of request. And in case company fails to register transfer without any valid objection , then company shall compensate opportunity loss for delay.

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Page 28: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Imposition of fine.

Suspension of trading

Freezing of shareholding of promoters .

It will be as determined and specified by the Board from time to time .

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Page 29: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

General information of company

Financial information

Director who is responsible for Business Responsibility(BR) policies

Principle-wise BR Policies

Principle-wise Performance

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Page 30: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

There are nine principles which have been mentioned by Regulations

-- Conducting business with ethics, transparency and accountability .

--Providing safe products or services and contribution to sustainability

-- Promoting comfort, security, safety and protection of employees

--Respecting interest and responsibility towards stakeholders

-- Respecting and promoting human rights

-- Respecting, protecting and making efforts to restore environment

-- Responsibilities regarding public and regulatory policy

-- Supporting growth and equitable development.

--Responsibilities regarding providing value to customers and consumers

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Page 31: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Detail of promoters shareholding

Detail of public shareholding

Public holding more than 1% of the total shares

Public holding more than 5% of the total shares

Detail of locked-in shares

Detail of Depository Receipts

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Page 32: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Composition of Board of Directors and Committees

Meeting of Board of Directors and Committees

Related party transactions

Affirmations Board of Directors and Committees do all act in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

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Page 33: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Confirm all the disclosures under the regulation are disclosed on the company website

Annual affirmations:

--- Composition and meeting of Board of Directors

--- Committees,

---- Code of conduct

----Risk management,

----Appointment and performance evaluation of independent director,

----Prior or omnibus approval for all related party transactions and policy of related party transaction etc.

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Page 34: Continous disclosure to stock exchanges under SEBI Disclosure Regulations 2015

Affirmations for compliance the following act:

Copy of the annual report displayed on website

Presence of Chairperson of Audit Committee at the Annual General Meeting

Presence of Chairperson of the nomination and remuneration committee at the annual general meeting

“Corporate Governance Report” disclosed in Annual Report

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