SEBI (Listing Obligation and Disclosure Requirements) Regulations… · SEBI (Listing Obligation...

SEBI (Listing Obligation and

Disclosure Requirements)

Regulations,2015

(Listing Regulations)

Chapter

No.

Content Remarks

I Preliminary (Regulation 1to 3) Applicable

II Principles Governing Disclosures and Obligations of

Listed Entity (Regulation 4)

Applicable

III Common Obligations of Listed Entities (Regulation 5 to

14)

Applicable

IV Obligations of Listed Entity which has Listed its Specified

Securities (Regulation 15 to 48)

Applicable

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)

Not

Applicable

VI Obligations of Listed Entity which has Listed its

SPECIFIED SECURITIES AND EITHER NON-

CONVERTIBLE DEBT SECURITIES OR NON-

CONVERTIBLE REDEEMABLE PREFERENCE

SHARES OR BOTH (Regulation 63 & 64)

Not

Applicable

Chapter No. Content Remarks

VII Obligations Of Listed Entity which has Listed Its

Indian Depository (Regulation 65 to 80)

Not Applicable

VIII Obligations Of Listed Entity which has Listed its

Securitized Debt (Regulation 81 to 87)

Not Applicable

IX Obligations Of Listed Entity which has Listed its

Mutual Fund Units (Regulation 88 to 91)

Not Applicable

X Duties And Obligations of the Recognized Stock

Exchange (Regulation 92 to 97)

Applicable

XI Procedure for Action in Case of Default

(Regulation 98 & 99)

Applicable

XII Miscellaneous (Regulation 100 to 103) Applicable

INDEX

Sr. No. Particulars

1 Introduction

2 Features – Replicated from Listing Agreement

3 Features – Amended Provisions of Listing Agreement

4 Features – New Provisions of Listing Agreement

5 Mapping of Listing Agreement with Listing Regulation

Introduction

SEBI has Notified SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 on September 02, 2015 Effective from December 1,2015.

The Regulation have been structured by Consolidating into one single document across Various Types of Securities Listed on SE.

I. Equity Share Listed on Main Board

II. SME Companies Listed on SME & SME – ITP Trading Platform

III. NCDs, NCRPS, Indian Depository Receipts, Securitized Debt Instruments and units issued by Mutual Fund Schemes.

Regulations Contains 11 Chapters and 10 Schedules.

Provisions Replicated From LA.

No Change in Submission time line for Financial Results,

Shareholding Pattern , Corporate Governance Report.

Security Deposit related provisions incorporated in ICDR

Regulations.

Disclosures of Voting Pattern results within 48 Hours of

Meeting.

Half yearly Certificate from PCS regarding Transfer of

Securities.

Payment of Listing Fees, Declaration of Dividend per share

basis.

Submission of Schemes in compliance with provisions of

Securities Laws.

Minimum public Shareholding Requirements.

Restriction on issue of Superior voting right shares.

Amended Provisions From LA

Reg. 6 – Company require to Appoint Qualified CS as

Compliance Officer, responsible for ensuring compliance with

applicable laws, Monitoring Grievances redressal. To ensure

process help accurate and correct disclosures.

Reg. 7 - Appointment of RTA, in relation to transfer facility.

Mandatory SEBI registration of In-House share transfer Facility

if no. of Security holders exceeds One Lac.

Reg. 13 – Grievance Redressal Mechanism with Mandatory

SCORES Registration and Quarterly Submission of Investor

compliant status report Within 21 Days of end of Quarter to

SE, said statement to be placed before BOD.

Reg. 16 – Material Subsidiary definition includes all subsidiary

whose income or net worth exceeds twenty percent of the

consolidated income or net worth respectively

Amended Provisions From LA

(Continue) Reg. 17 – Compliance Certificate to be Furnished by Chief

Executive Officer(CEO) and Chief Financial Officer(CFO) to BOD.

Reg. 28 – In-principle Approval not required where company has obtained NOC from the Exchange for scheme of arrangement.

Reg. 29 – Board Meeting intimation for Financial results has been reduced to 5 days from 7 days.

Reg. 30 – Disclosure of Events:

Policy to be Framed for Determining materiality approved by BOD.

Company has to designate KMP for determining materiality of disclosures and submission to Exchange.

Amended Provisions From LA (Continue)

Disclosures submitted to SEs to be updated on company

website for 5 years and thereafter as per archival policy.

Outcome of BM to be submitted within 30 min.

Information relating to Material Events to be disclosed within

24 hours of occurring of such event.

Reg. 32 – Statement of Variations/ Deviations:

Category wise variation between projected and actual

utilization of fund to be submitted on Quarterly/ Annual basis till

full utilization submitting to Exchange after reviewed by the

audit committee.

Annual Statement shall be certified by Statutory Auditor and

placed before audit committee.

Explanation for variation to be furnished in Directors report.


Reg. 33 - Financial Results:

Authority to approve financial results with only the BOD.

Limited review report to be submitted by Qualified CA on a

quarterly Basis and to be placed before BOD.

Company can opt for submission of quarterly consolidated results

to the Exchange and shall intimate the same in First quarter of

Financial year.

Form A (for unmodified opinion)/ B (for modified opinion) to be

submitted along with annual results (Standalone as well as

Consolidated).

Reg. 34 – Annual Report:

Annual Report to be send to securities holders at least 21 days

before AGM.

Annual Report to be submitted to Stock Exchange within 21

working days of its adoption at AGM.


Reg. 36 – Documents & Information to Shareholders:

In case of Appointment/ Reappointment of Directors, the

information relating to names of Listed Entities in which the

person holds Directorship should be disclosed among

Shareholders.

Reg. 39 – The Timeline for issuance of certificate pursuant to split/

consolidation/ renewal/ exchanges/ duplicate have been

streamlined to 30 Days from the date of Lodgment. (Earlier 45

Days). Information regarding Loss of share certificates and issue

of duplicate certificates, shall be submitted to SE within 2 days on

getting of its Information.

Reg. 42 – Annual Book closure requirement is done away with.

Company has to Fix the Record Date (Book Closure is optional). 5

working days gap between Board Meeting and Record Date.


Reg. 44 – Listed Entity to provide Facility of Remote e-voting facility

to its shareholders in respect of all shareholder’s resolutions. The

Voting results to be submitted to SE within Forty Eight hours of

conclusion of AGM.

Reg. 45 – Change in Name:

In case after name change, company change its activities which is

not reflected in its name then company should mandatorily change

its name within 6 months.

Before making application for change in name to ROC, Prior

approval of SE is Mandatory.

Reg. 46 – Disclosure on Website:

Any Change in the content of company’s website shall be Updated

within Two Working Days from the date of such change.


Following Additional Information required for Dissemination of

information at Company’s Website:

I. BOD committee composition, no. of programmes attended by

Independent Directors.

II. Disclosures submitted to Stock Exchange, Board Meeting,

Results, Shareholding pattern, Analyst Presentation.

III. Policy on Material Events, Archival policy, Related party

Transactions, Material Subsidiary.

IV. Agreement with Media Co.

V. Contact Information of Designated person responsible for

Investor Grievances & email id

VI. Statement of Deviation, Notices sent to Shareholders, Annual

Report.

New Provisions From LA

Reg. 4(1) – Principles governing disclosures and obligation:

To provide adequate, accurate, sufficient, timely & cost efficient access of

information to the investors.

Disclosure submitted should be in compliance with regulations in letter

and spirit & taking into consideration the interest of all Stakeholders.

Principles on Right of shareholders, Timely information, Equitable

treatment, Role of stakeholders in CG, Disclosure & Transparency,

Responsibility of Board.

In case of ambiguity, Principles will prevail.

Reg. 5 – KMPs, Directors, Promoters are collectively responsible

for compliance with the provisions of the regulations.

Reg. 7 – Compliance officer and RTA to provide half yearly

compliance certificate regarding maintenance of activity of transfer

facility (Reg. 7(1)) within 30 Days.

New Provisions From LA Reg. 8 – Company need to Co-operate & provide information to

SEBI Registered Intermediaries. (E.g.: Credit rating agencies, Debenture trustees).

Reg. 9 – Company to Devise policy approved by BOD on preservation of documents (physically or Electronic) either permanently or up to 8 years.

Reg. 10 – Company shall make the Filings on electronic platform as specified by Stock Exchange and Infrastructure has to be in place for the same.

Reg. 12 – Payment of Dividend/ Interest/ Redemption Amount:

has to be made in Electronic mode approved by RBI.

RTA shall maintain bank details of investors.

Dividend exceeding Rs. 1500 to be paid by cheque / warrant (speed post).

Obligatory to print bank a/c details on payment warrant.

New Provisions From LA

Reg. 25 – Independent Directors to hold at least one meeting in

a year, without the presence of non-independent directors and

members of the management.

Reg. 26 – For the Purpose of Determination of Limit to be the

Chairperson and Member of Committees for Directors, Audit

Committee and Stakeholders relationship Committee alone shall

be considered.

Reg. 29(3) – To consider variation of – Shareholders rights/

securities/ terms of debentures, intimation to SE to be given

before 11(Eleven) working days Notice of Board Meeting.

New Provisions From LA Reg. 31 A – Reclassification of Promoters pursuant to (i)

Transmission/ Inheritance, (ii) Open Offer, (iii) Company becoming professionally managed:

Shareholders approval to be required in Annual General Meeting.

Outgoing promoters along with Promoter Group & persons acting in concert cannot hold more than 10% of paid up equity capital.

Outgoing Promoters cannot act as KMP for more than 3 years without shareholders approval.

They shall not exercise control over the Listed entity and all Special rights shall be terminated.

In case of professionally managed companies – No Promoter group can hold more than (One)1%.

Reg. 34 – For Particulars to be contained in Annual Report, Business Responsibility Report is applicable to top 100 Listed companies as on March 31 every financial year.

New Provisions From LA Reg. 35 – Annual Information Memorandum to be submitted as

specified by SEBI.

Reg. 40 – Procedures prescribed for Transfer/ Transmission/ Transposition of securities:

Prohibitory order to be serve by transferor within 60 Days, if Transferor objects to the transfer.

Sch. VII requires PAN from transferor as well as transferee.

Detailed procedure given to deal with difference in Signature.

In case of delay in transfer the company has to compensate to aggrieved party and any claim/ dispute is to be settled by arbitration as per exchange bye-law.

Reg. 47 – Website link to be given in newspaper publications.

Schedule V (10) – Following non-compliance to be disclosed in Annual Report:

New Provisions From LA Non-Compliance, penalties imposed by SE/ SEBI/

Regulatory Authority on any matter related to Capital market.

Web link of material subsidiary policy, RPT policy.

Disclosures of commodity price risks & Commodity hedging activities.

Non-Compliance of any requirement of Central government along with reason.

Chapter X – Duties & Obligation of Stock Exchanges:

Dissemination of all the filings submitted by the listed entity immediately.

Monitoring of compliance and adequacy/ accuracy of the disclosures filing by listed entity.

Action by Exchange in case of Default by Listed entity.

Obligation with respect to scheme of Arrangement (in line with SEBI circular dated Feb 4, 2013).

Mapping of Listing Agreement with

Listing Regulation. Particulars Compliance

Timeline

Clause in LA Listing

Regulation

Book Closure/

Record Date

Event Based Clause 16 42

Intimation of BM Event Based

19 & 41 29

Outcome of BM Event Based

20, 21 &41 30 & 33

In-principle

approval

Event Based

24(a) 28

Scheme of

Arrangement

Event Based

24(f) & 24(g) 11 & 37

Change in KMP &

Auditors

Event Based

30 30

Annual report Annually 31 34


Listing Regulation.

Particulars Compliance

Timeline


Regulation

Form A/B Annually 31 33

Name Change Event Based 32 45

MOA/ AOA Event Based 33 30

Shareholding

Pattern

Quarterly & Event

Based

35 31

Disclosure of

Voting pattern & E-

Voting

Event Based 35A & B 44

Disclosure of

Information

Event Based 36 30

Payment of Listing

fees

Annually 38 14


Listing Regulation.


Timeline


Regulation

Minimum Public

Shareholding

Event Based 40A 38

Financial

Results

Quarterly/ Annually 41 33

Utilization of

Proceeds

Quarterly 43A 32

Appointment of

compliance

officer

Continuous Basis 47A 6

Certificate from

PCS

Half yearly 47C 40(9)

Corporate

Governance

Quarterly &

Annually

49 & 31 17 to 27


Listing Regulation.


Timeline


Regulation

Website of the

Company

Continuous

Compliance

54 46

Agreement with

media Company

Event Based 53 30

Business

Responsibility

Report

Annually 55 34

Action to be Initiated by Company

Company to execute an agreement with

National Stock Exchange (NSE) and

Bombay Stock Exchange (BSE), where it

is registered, under Securities and

Exchange Board of India (Listing

Obligations and Disclosure Requirements)

Regulations, 2015.


Regulation Action

6 To Appoint a Qualified Company Secretary as the

Compliance Officer, responsible for ensuring

compliance with applicable laws, monitoring Grievance

Redressal.

7(3) Company to submit a Compliance Certificate to SE

signed by both Compliance officer and Authorized

Representative of share transfer agent within 30 Days

of end of each half of the financial year.

9 To frame a policy for Preservation of documents,

approved by BOD. This is to be categorized as:

I. Documents whose preservation shall be

Permanent in nature.

II. Documents with preservation period of not less

than eight(8) years after completion of the relevant

transactions.


Regulation Action

13 Company to submit Investor complaint status report

(Mandatory SCORES registration) within 21 days of the

end of each quarter to SE, said statement to be placed

before BOD.

16(c) Company to formulate a policy for Determining ‘Material

Subsidiary’. ‘Material Subsidiary’ shall mean a subsidiary,

whose income or net worth exceeds 20% of consolidated

income or net worth, of Listed company and its

subsidiaries in the immediately preceding accounting year.

17(8) Chief executive officer and Chief financial officer to

provide the compliance certificate to the Board of directors

as specified in Part B of Schedule II.

22 Company to formulate a Vigil mechanism for Directors

and employees to report genuine concerns.

23 Company to formulate a policy on Materiality of Related

party transactions and on dealing with related party

transactions.


Regulation Action

27(2) Company to submit quarterly compliance report on

Corporate governance within 15 days from end of the

quarter to SE.

29(2) Company to give intimation about Board Meeting for

Financial results to SE at least Five(5) days in advance

30 Company to frame policy for Determining Materiality of

Events/ Information.

30(8) Company to Disclose on its Website all such events, which

has been disclosed to stock exchange(s), for a minimum

period of Five(5) years and thereafter as per archival policy

of the Co.

31 Company to submit a statement showing Holding of

securities and Shareholding pattern separately for each

class of securities within 21(Twenty one) days from the end

of each quarter.


Regulation Action

33(3) Company to submit quarterly and year-to-date

standalone financial results to SE within 45 days and to

submit audited standalone financial results for the

financial year within 60 days from the end of the financial

year along with the audit report.

34(1) Company to submit the Annual report to SE within 21

working days of it being approved and adopted in AGM.

39(3) Company to submit information regarding Loss of share

certificates and issue of the duplicate certificates, to SE

within 2 days of its getting information.

40(9) Company to ensure that share transfer agent produces a

certificate from Practicing Company Secretary within one

month of the end of each half of the financial year, which

shall be filed with SE simultaneously.


Regulation Action

42(2) Company to give notice in advance of at least 7 working

days(excluding the date of intimation and the record

date) to SE of record date specifying the purpose of the

record date.

44(3) Company to submit to SE, details regarding the Voting

results, within Forty eight hours of conclusion of its

General Meeting.

45 For the change in name of the company, Company to

seek approval from SE before filing request of change to

ROC.

46(3) Company to update any change in the content of its

website within Two working days from the date of such

change in content.

47(3) Company to publish Financial results within 48 hours of

conclusion of the meeting of BOD at which the Financial

results were approved.

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