PREAMBLE
In exercise of the powers conferred by section 11,
subsection (2) of section 11A and section 30 of the Securities and Exchange
Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956), the Securities and Exchange
Board of India hereby makes the following Regulations, namely:
CHAPTER I
PRELIMINARY
Regulation - 1. Short title and commencement.
(1)
These regulations may be called the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
(2)
They shall come into force on the
ninetieth day from the date of their publication in the Official Gazette:
Provided
that the provisions of sub regulation (4) of regulation 23 and regulation 31A
shall come into force on the date of notification of these regulations.
Regulation - 2. Definitions.
(1)
In these regulations, unless the
context otherwise requires:
(a)
"Act" means the Securities
and Exchange Board of India Act, 1992 (15 of 1992);
(b)
"associate" shall mean any
entity which is an associate under subsection (6) of section 2 of the Companies
Act, 2013 or under the applicable accounting standards:
Provided
that this definition shall not be applicable for the units issued by mutual
fund which are listed on a recognised stock exchange(s) for which the
provisions of the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996 shall be applicable;
(c)
"Board" means the Securities
and Exchange Board of India established under section 3 of the Act;
(d)
"board of directors" or
"board of trustees" shall mean the board of directors or board of
trustees, whichever applicable, of the listed entity;
(e)
"chief executive officer" or
"managing director" or "manager" shall mean the person so
appointed in terms of the Companies Act, 2013;
(f)
"chief financial officer" or
"whole time finance director" or "head of finance", by
whatever name called, shall mean the person heading and discharging the finance
function of the listed entity as disclosed by it to the recognised stock exchange(s)
in its filing under these regulations;
(g)
"committee" shall mean
committee of board of directors or any other committee so constituted;
(h)
"designated securities"
means specified securities, nonconvertible debt securities, nonconvertible
redeemable preference shares, perpetual debt instrument, perpetual
noncumulative preference shares, Indian depository receipts, securitised debt
instruments, [security
receipts] units issued by mutual funds [Zero
Coupon Zero Principal Instruments] and any other securities as may be specified
by the Board;
(i)
"financial year" shall have
the same meaning as assigned to it under subsection (41) of section 2 of the
Companies Act, 2013;
[(ia) "fugitive economic offender" shall mean an
individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018 (17 of 2018).]
(j)
"global depository receipts"
means global depository receipts as defined in subsection (44) of section 2 of
the Companies Act, 2013;
(k)
"half year" means the period
of six months commencing on the first day of April or October of a financial
year;
(l)
"half yearly results" means
the financial results prepared in accordance with these regulations in respect
of a half year;
(m)
"holding company" means a
holding company as defined in subsection (46) of section 2 of the Companies
Act, 2013;
(n)
'Indian depository receipts' means
Indian depository receipts as defined in subsection(48) of section 2 of the
Companies Act, 2013;
[(na) "Insolvency Code" means the Insolvency and
Bankruptcy Code, 2016 [No. 31 of 2016].]
(o)
"key managerial personnel"
means key managerial personnel as defined in subsection (51) of section 2 of
the Companies Act, 2013;
(p)
"listed entity" means an
entity which has listed, on a recognised stock exchange(s), the designated
securities issued by it or designated securities issued under schemes managed
by it, in accordance with the listing agreement entered into between the entity
and the recognised stock exchange(s);
(q)
"listing agreement" shall
mean an agreement that is entered into between a recognised stock exchange and
an entity, on the application of that entity to the recognised stock exchange,
undertaking to comply with conditions for listing of designated securities;
(r)
"main board" means main
board as defined in clause [(ee)]
of subregulation (1) of regulation [2]
of the [Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018];
[(ra) "mainstream media" shall include print or
electronic mode of the following:
(i)
Newspapers registered with the
Registrar of Newspapers for India;
(ii)
News channels permitted by Ministry of
Information and Broadcasting under Government of India;
(iii)
Content published by the publisher of
news and current affairs content as defined under the Information Technology
(Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; and
(iv)
Newspapers or news channels or news
and current affairs content similarly registered or permitted or regulated, as
the case may be, in jurisdictions outside India;]
(s)
"net worth" means net worth
as defined in subsection (57) of section 2 of the Companies Act, 2013;
(t)
[nonconvertible debt securities' means 'debt securities' as
defined under the Securities and Exchange Board of India (Issue and Listing of
Non Convertible Securities) Regulations, 2021;]
(u)
['nonconvertible redeemable preference shares',
"nonconvertible securities', 'perpetual debt instrument' and 'perpetual
noncumulative preference share' shall have the same meaning as assigned to them
in the Securities and Exchange Board of India (Issue and Listing of Non Convertible
Securities) Regulations, 2021;]
(v)
"offer document" shall have
the same meaning assigned to it under clause [(kk)]
of subregulation (1) of regulation 2 of the [Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018], [clause
(y) of subregulation (1) of regulation 2 of the Securities and Exchange Board
of India (Issue and Listing of NonConvertible Securities) Regulations, 2021],
clause (r) of regulation 2 of the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996 and clause (l) of subregulation (1) of
regulation 2 of the [Securities
and Exchange Board of India (Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008];
(w)
"promoter" and
"promoter group" shall have the same meaning as assigned to them
respectively in clauses [(oo)]
and [(pp)]
of subregulation (1) of regulation 2 of the [Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018].
(x)
"public" means public as
defined under clause (d) of rule 2 of the Securities Contracts (Regulation)
Rules, 1957;
(y)
"public shareholding" means
public shareholding as defined under clause (e) of rule 2 of the Securities
Contracts (Regulation) Rules, 1957;
(z)
"quarter" means the period
of three months commencing on the first day of April, July, October or January
of a financial year;
(za) "quarterly results" means the financial
results prepared in accordance with these regulations in respect of a quarter;
(zb) "related party" means a related party as
defined under subsection (76) of section 2 of the Companies Act, 2013 or under
the applicable accounting standards:
[Provided that:
(a)
any person or entity forming a part of
the promoter or promoter group of the listed entity; or
(b)
any person or any entity, holding
equity shares:
(i)
of twenty per cent or more; or
(ii)
of ten per cent or more, with effect
from April 1, 2023;
in
the listed entity either directly or on a beneficial interest basis as provided
under section 89 of the Companies Act, 2013, at any time, during the immediate
preceding financial year;
shall
be deemed to be a related party:]
Provided [further]
that this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
[(zc) "related party transaction" means a
transaction involving a transfer of resources, services or obligations between:
(i)
a listed entity or any of its
subsidiaries on one hand and a related party of the listed entity or any of its
subsidiaries on the other hand; or
(ii)
a listed entity or any of its
subsidiaries on one hand, and any other person or entity on the other hand, the
purpose and effect of which is to benefit a related party of the listed entity
or any of its subsidiaries, with effect from April 1, 2023;
regardless
of whether a price is charged and a "transaction" with a related
party shall be construed to include a single transaction or a group of
transactions in a contract:
Provided
that the following shall not be a related party transaction:
(a)
the issue of specified securities on a
preferential basis, subject to compliance of the requirements under the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
(b)
the following corporate actions by the
listed entity which are uniformly applicable/offered to all shareholders in
proportion to their shareholding:
(i)
payment of dividend;
(ii)
subdivision or consolidation of
securities;
(iii)
issuance of securities by way of a
rights issue or a bonus issue; and
(iv)
buyback of securities.
(c)
acceptance of fixed deposits by
banks/NonBanking Finance Companies at the terms uniformly applicable/offered to
all shareholders/public, subject to disclosure of the same along with the
disclosure of related party transactions every six months to the stock
exchange(s), in the format as specified by the Board:
Provided
further that this definition shall not be applicable for the units issued by
mutual funds which are listed on a recognised stock exchange(s);]
(zd) "relative" means relative as defined under
subsection (77) of section 2 of the Companies Act, 2013 and rules prescribed
there under:
Provided
this definition shall not be applicable for the units issued by mutual fund
which are listed on a recognised stock exchange(s);
(ze) "schedule" means a schedule annexed to these
regulations;
(zf) "securities laws" means the Act, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, and
the provisions of the Companies Act, 1956 and Companies Act, 2013, and the
rules, regulations, circulars or guidelines made thereunder.
[(zg) securitized debt instruments" shall have the
meaning assigned to it under the Securities and Exchange Board of India (Issue
and Listing of Securitised Debt Instruments and Security Receipts) Regulations,
2008;]
[(zga) "security receipts" shall have the meaning
assigned to it under the Securities and Exchange Board of India (Issue and
Listing of Securitised Debt Instruments and Security Receipts) Regulations,
2008;]
(zh) "servicer" means servicer as defined under
clause(t) of subregulation (1) of regulation 2 of the [Securities
and Exchange Board of India (Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008];
(zi) "small and medium enterprises" or
"SME" shall mean an entity which has issued specified securities in
accordance with the provisions of Chapter [IX]
of the [Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018];
(zj) "SME Exchange" means an SME exchange as
defined under clause [(ddd)]
of subregulation (1) of regulation [2]
of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(zk) "stock exchange" means a recognised stock
exchange as defined under clause (f) of section 2 of the Securities Contracts
(Regulation) Act, 1956;
(zl) 'specified securities' means 'equity shares' and
'convertible securities' as defined under clause [(eee)]
of subregulation (1) of regulation 2 of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(zm) "subsidiary" means a subsidiary as defined
under subsection(87) of section 2 of the Companies Act, 2013;
[(zn) "working days" means working days of the
stock exchange where the securities of the entity are listed.]
[(zo) the expressions "For Profit Social
Enterprise", "Not for Profit Organization", "Social
Enterprise", "Social Stock Exchange", "draft fund raising
document", "final fund raising document", "fund raising
document", "Social Auditor" and "Social Audit Firm"
shall have the same meaning as assigned to them in the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulation,
2018;]
(2)
All other words and expressions used
but not defined in these regulations, but defined in the Act or the Companies
Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories
Act, 1996 and/or the rules and regulations made thereunder shall have the same
meaning as respectively assigned to them in such Acts or rules or regulations or
any statutory modification or reenactment thereto, as the case may be.
Regulation - 3. Applicability of the regulations.
[(1)] Unless otherwise provided, these regulations shall
apply [who] [a]
listed entity who has [which]
any of the following designated securities on recognised stock exchange(s):
(a) specified securities listed on main board or SME
Exchange or [Innovators
Growth Platform];
[(b) nonconvertible securities;]
(c) Indian depository receipts;
(d) securitised debt instruments;
[(da) security receipts;]
(e) units issued by mutual funds;
(f) any other securities as may be specified by the Board.
[(2) The provisions of these regulations which become
applicable to listed entities on the basis of market capitalisation criteria
shall continue to apply to such entities even if they fall below such
thresholds.]
[(3) The provisions of these regulations which become
applicable to listed entities on the basis of the criterion of the value of
outstanding listed debt securities shall continue to apply to such entities
even if they fall below such thresholds as mentioned in subregulation (1A) of
regulation 15.]
CHAPTER II
PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF LISTED ENTITY
Regulation - 4. Principles governing disclosures and obligations.
(1)
The listed entity which has listed
securities shall make disclosures and abide by its obligations under these
regulations, in accordance with the following principles:
(a)
Information shall be prepared and
disclosed in accordance with applicable standards of accounting and financial
disclosure.
(b)
The listed entity shall implement the
prescribed accounting standards in letter and spirit in the preparation of
financial statements taking into consideration the interest of all stakeholders
and shall also ensure that the annual audit is conducted by an independent,
competent and qualified auditor.
(c)
The listed entity shall refrain from
misrepresentation and ensure that the information provided to recognised stock
exchange(s) and investors is not misleading.
(d)
The listed entity shall provide
adequate and timely information to recognised stock exchange(s) and investors.
(e)
The listed entity shall ensure that
disseminations made under provisions of these regulations and circulars made
thereunder, are adequate, accurate, explicit, timely and presented in a simple
language.
(f)
Channels for disseminating information
shall provide for equal, timely and cost efficient access to relevant
information by investors.
(g)
The listed entity shall abide by all
the provisions of the applicable laws including the securities laws and also
such other guidelines as may be issued from time to time by the Board and the
recognised stock exchange(s) in this regard and as may be applicable.
(h)
The listed entity shall make the
specified disclosures and follow its obligations in letter and spirit taking
into consideration the interest of all stakeholders.
(i)
Filings, reports, statements,
documents and information which are event based or are filed periodically shall
contain relevant information.
(j)
Periodic filings, reports, statements,
documents and information reports shall contain information that shall enable
investors to track the performance of a listed entity over regular intervals of
time and shall provide sufficient information to enable investors to assess the
current status of a listed entity.
(2)
The listed entity which has listed its
specified securities shall comply with the corporate governance provisions as
specified in chapter IV which shall be implemented in a manner so as to achieve
the objectives of the principles as mentioned below.
(a)
The rights of shareholders: The listed
entity shall seek to protect and facilitate the exercise of the following
rights of shareholders:
(i)
right to participate in, and to be
sufficiently informed of, decisions concerning fundamental corporate changes.
(ii)
opportunity to participate effectively
and vote in general shareholder meetings.
(iii)
being informed of the rules, including
voting procedures that govern general shareholder meetings.
(iv)
opportunity to ask questions to the
board of directors, to place items on the agenda of general meetings, and to
propose resolutions, subject to reasonable limitations.
(v)
Effective shareholder participation in
key corporate governance decisions, such as the nomination and election of
members of board of directors.
(vi)
exercise of ownership rights by all
shareholders, including institutional investors.
(vii)
adequate mechanism to address the
grievances of the shareholders.
(viii)
protection of minority shareholders
from abusive actions by, or in the interest of, controlling shareholders acting
either directly or indirectly, and effective means of redress.
(b)
Timely information: The listed entity
shall provide adequate and timely information to shareholders, including but
not limited to the following:
(i)
sufficient and timely information
concerning the date, location and agenda of general meetings, as well as full
and timely information regarding the issues to be discussed at the meeting.
(ii)
Capital structures and arrangements
that enable certain shareholders to obtain a degree of control disproportionate
to their equity ownership.
(iii)
rights attached to all series and
classes of shares, which shall be disclosed to investors before they acquire
shares.
(c)
Equitable treatment: The listed entity
shall ensure equitable treatment of all shareholders, including minority and
foreign shareholders, in the following manner:
(i)
All shareholders of the same series of
a class shall be treated equally.
(ii)
Effective shareholder participation in
key corporate governance decisions, such as the nomination and election of
members of board of directors, shall be facilitated.
(iii)
Exercise of voting rights by foreign
shareholders shall be facilitated.
(iv)
The listed entity shall devise a
framework to avoid insider trading and abusive selfdealing.
(v)
Processes and procedures for general
shareholder meetings shall allow for equitable treatment of all shareholders.
(vi)
Procedures of listed entity shall not
make it unduly difficult or expensive to cast votes.
(d)
Role of stakeholders in corporate
governance: The listed entity shall recognise the rights of its stakeholders
and encourage cooperation between listed entity and the stakeholders, in the
following manner:
(i)
The listed entity shall respect the
rights of stakeholders that are established by law or through mutual
agreements.
(ii)
Stakeholders shall have the
opportunity to obtain effective redress for violation of their rights.
(iii)
Stakeholders shall have access to
relevant, sufficient and reliable information on a timely and regular basis to
enable them to participate in corporate governance process.
(iv)
The listed entity shall devise an
effective [vigil
mechanism/] whistle blower mechanism enabling stakeholders, including
individual employees and their representative bodies, to freely communicate
their concerns about illegal or unethical practices.
(e)
Disclosure and transparency: The
listed entity shall ensure timely and accurate disclosure on all material
matters including the financial situation, performance, ownership, and
governance of the listed entity, in the following manner:
(i)
Information shall be prepared and
disclosed in accordance with the prescribed standards of accounting, financial
and nonfinancial disclosure.
(ii)
Channels for disseminating information
shall provide for equal, timely and cost efficient access to relevant
information by users.
(iii)
Minutes of the meeting shall be
maintained explicitly recording dissenting opinions, if any.
(f)
Responsibilities of the board of
directors: The board of directors of the listed entity shall have the following
responsibilities:
(i)
Disclosure of information:
(1)
Members of board of directors and key
managerial personnel shall disclose to the board of directors whether they,
directly, indirectly, or on behalf of third parties, have a material interest
in any transaction or matter directly affecting the listed entity.
(2)
The board of directors and senior
management shall conduct themselves so as to meet the expectations of
operational transparency to stakeholders while at the same time maintaining
confidentiality of information in order to foster a culture of good
decisionmaking.
(ii)
Key functions of the board of
directors;
(1)
Reviewing and guiding corporate
strategy, major plans of action, risk policy, annual budgets and business
plans, setting performance objectives, monitoring implementation and corporate
performance, and overseeing major capital expenditures, acquisitions and
divestments.
(2)
Monitoring the effectiveness of the
listed entity's governance practices and making changes as needed.
(3)
Selecting, compensating, monitoring
and, when necessary, replacing key managerial personnel and overseeing
succession planning.
(4)
Aligning key managerial personnel and
remuneration of board of directors with the longer term interests of the listed
entity and its shareholders.
(5)
Ensuring a transparent nomination
process to the board of directors with the diversity of thought, experience,
knowledge, perspective and gender in the board of directors.
(6)
Monitoring and managing potential
conflicts of interest of management, members of the board of directors and
shareholders, including misuse of corporate assets and abuse in related party
transactions.
(7)
Ensuring the integrity of the listed
entity's accounting and financial reporting systems, including the independent
audit, and that appropriate systems of control are in place, in particular,
systems for risk management, financial and operational control, and compliance
with the law and relevant standards.
(8)
Overseeing the process of disclosure
and communications.
(9)
Monitoring and reviewing board of director's
evaluation framework.
(iii)
Other responsibilities:
(1)
The board of directors shall provide
strategic guidance to the listed entity, ensure effective monitoring of the
management and shall be accountable to the listed entity and the shareholders.
(2)
The board of directors shall set a
corporate culture and the values by which executives throughout a group shall
behave.
(3)
Members of the board of directors
shall act on a fully informed basis, in good faith, with due diligence and
care, and in the best interest of the listed entity and the shareholders.
(4)
The board of directors shall encourage
continuing directors training to ensure that the members of board of directors
are kept up to date.
(5)
Where decisions of the board of
directors may affect different shareholder groups differently, the board of
directors shall treat all shareholders fairly.
(6)
The board of directors shall maintain
high ethical standards and shall take into account the interests of
stakeholders.
(7)
The board of directors shall exercise
objective independent judgment on corporate affairs.
(8)
The board of directors shall consider
assigning a sufficient number of nonexecutive members of the board of directors
capable of exercising independent judgment to tasks where there is a potential
for conflict of interest.
(9)
The board of directors shall ensure
that, while rightly encouraging positive thinking, these do not result in
overoptimism that either leads to significant risks not being recognised or
exposes the listed entity to excessive risk.
(10)
The board of directors shall have
ability to 'step back' to assist executive management by challenging the
assumptions underlying: strategy, strategic initiatives (such as acquisitions),
risk appetite, exposures and the key areas of the listed entity's focus.
(11)
When committees of the board of
directors are established, their mandate, composition and working procedures
shall be well defined and disclosed by the board of directors.
(12)
Members of the board of directors
shall be able to commit themselves effectively to their responsibilities.
(13)
In order to fulfil their
responsibilities, members of the board of directors shall have access to
accurate, relevant and timely information.
(14)
The board of directors and senior
management shall facilitate the independent directors to perform their role
effectively as a member of the board of directors and also a member of a
committee of board of directors.
(3)
In case of any ambiguity or
incongruity between the principles and relevant regulations, the principles
specified in this Chapter shall prevail.
CHAPTER III COMMON OBLIGATIONS OF LISTED ENTITIES
Regulation - 5. General obligation of compliance.
The
listed entity shall ensure that key managerial personnel, directors, promoters
or any other person dealing with the listed entity, complies with
responsibilities or obligations, if any, assigned to them under these
regulations.
Regulation - 6. Compliance Officer and[41][/her] Obligations.
(1)
A listed entity shall appoint a
qualified company secretary as the compliance officer.
[(1A) Any vacancy in the office of the Compliance Officer
shall be filled by the listed entity at the earliest and in any case not later
than three months from the date of such vacancy:
Provided
that the listed entity shall not fill such vacancy by appointing a person in
interim capacity, unless such appointment is made in accordance with the laws
applicable in case of a fresh appointment to such office and the obligations
under such laws are made applicable to such person.]
(2)
The compliance officer of the listed
entity shall be responsible for
(a)
ensuring conformity with the
regulatory provisions applicable to the listed entity in letter and spirit.
(b)
coordination with and reporting to the
Board, recognised stock exchange(s) and depositories with respect to compliance
with rules, regulations and other directives of these authorities in manner as
specified from time to time.
(c)
ensuring that the correct procedures
have been followed that would result in the correctness, authenticity and
comprehensiveness of the information, statements and reports filed by the
listed entity under these regulations.
(d)
monitoring email address of grievance
redressal division as designated by the listed entity for the purpose of
registering complaints by investors:
Provided
that the requirements of this regulation shall not be applicable in the case of
units issued by mutual funds which are listed on recognised stock exchange(s)
but shall be governed by the provisions of the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
Regulation - 7. Share Transfer Agent.
(1)
The listed entity shall appoint a
share transfer agent or manage the share transfer facility inhouse:
Provided
that, in the case of inhouse share transfer facility, as and when the total
number of holders of securities of the listed entity exceeds one lakh, the
listed entity shall either register with the Board as a Category II share
transfer agent or appoint Registrar to an issue and share transfer agent
registered with the Board.
(2)
The listed entity shall ensure that
all activities in relation to [***]
share transfer facility are maintained either in house or by Registrar to an
issue and share transfer agent registered with the Board.
(3)
The listed entity shall submit a
compliance certificate to the exchange, duly signed by both the compliance
officer of the listed entity and the authorised representative of the share
transfer agent, wherever applicable, within [thirty
days from the] end of [***]
the financial year, certifying compliance with the requirements of sub
regulation (2).
(4)
In case of any change or appointment
of a new share transfer agent, the listed entity shall enter into a tripartite
agreement between the existing share transfer agent, the new share transfer
agent and the listed entity, in the manner as specified by the Board from time
to time:
Provided
that in case the existing share transfer facility is managed inhouse, the
agreement referred above shall be entered into between the listed entity and
the new share transfer agent.
(5)
The listed entity shall intimate such
appointment, referred to in subregulation (4), to the stock exchange(s) within
seven days of entering into the agreement.
(6)
The agreement referred to in
subregulation (4) shall be placed in the subsequent meeting of the board of
directors:
Provided
that the requirements of this regulation shall not be applicable to the units
issued by mutual funds that are listed on recognised stock exchange(s).
Regulation - 8. Cooperation with intermediaries registered with the Board.
The
listed entity, wherever applicable, shall cooperate with and submit correct and
adequate information to the intermediaries registered with the Board such as
credit rating agencies, registrar to an issue and share transfer agents,
debenture trustees etc, within timelines and procedures specified under the
Act, regulations and circulars issued there under:
Provided
that requirements of this regulation shall not be applicable to the units
issued by mutual funds listed on a recognised stock exchange(s) for which the
provisions of the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996 shall be applicable.
Regulation - 9. Preservation of documents.
The
listed entity shall have a policy for preservation of documents, approved by
its board of directors, classifying them in at least two categories as follows
(a)
documents whose preservation shall be
permanent in nature;
(b)
documents with preservation period of
not less than eight years after completion of the relevant transactions:
Provided
that the listed entity may keep documents specified in clauses (a) and (b) in
electronic mode.
Regulation - 10. Filing of information.
(1)
The listed entity shall file the
reports, statements, documents, filings and any other information with the
recognised stock exchange(s) on the electronic platform as specified by the
Board or the recognised stock exchange(s).
(2)
The listed entity shall put in place
infrastructure as required for compliance with subregulation (1).
Regulation - 11. Scheme of Arrangement.
The
listed entity shall ensure that any scheme of
arrangement/amalgamation/merger/reconstruction/reduction of capital etc. to be
presented to any Court or Tribunal does not in any way violate, override or
limit the provisions of securities laws or requirements of the stock
exchange(s):
Provided
that this regulation shall not be applicable for the units issued by Mutual
Fund which are listed on a recognised stock exchange(s).
Regulation - 12. Payment of dividend or interest or redemption or repayment.
The
listed entity shall use any of the electronic mode of payment facility approved
by the Reserve Bank of India, in the manner specified in Schedule I, for the
payment of the following:
(a)
dividends;
(b)
interest;
(c)
redemption or repayment amounts:
Provided
that where it is not possible to use electronic mode of payment, 'payableatpar'
warrants or cheques may be issued:
Provided
further that where the amount payable as dividend exceeds one thousand and five
hundred rupees, the 'payableatpar' warrants or cheques shall be sent by speed
post.
Regulation - 13. Grievance Redressal Mechanism.
[(1) The listed entity shall redress investor grievances
promptly but not later than twentyone calendar days from the date of receipt of
the grievance and in such manner as may be specified by the Board.]
(2) The listed entity shall ensure that it is registered on
the SCORES platform or such other electronic platform or system of the Board as
shall be mandated from time to time, in order to handle investor complaints
electronically in the manner specified by the Board.
(3) The listed entity shall file with the recognised stock
exchange(s) on a quarterly basis, within twenty one days from the end of each
quarter, a statement giving the number of investor complaints pending at the
beginning of the quarter, those received during the quarter, disposed of during
the quarter and those remaining unresolved at the end of the quarter.
(4) The statement as specified in subregulation (3) shall
be placed, on quarterly basis, before the board of directors of the listed
entity.
[(5) The Board may also recognize a body corporate for
handling and monitoring the process of grievance redressal within such time and
in such manner as may be specified.]
Regulation - 14. Fees and other charges to be paid to the recognized stock exchange(s).
The
listed entity shall pay all such fees or charges, as applicable, to the
recognised stock exchange(s), in the manner specified by the Board or the
recognised stock exchange(s).
CHAPTER IV
OBLIGATIONS OF [AND
NONCONVERTIBLE DEBT SECURITIES] LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED
SECURITIES
Regulation - 15. Applicability.
(1)
The provisions of this chapter shall
apply to a listed entity which has listed its specified securities on any
recognised stock exchange(s) either on the main board or on SME Exchange or
on [Innovators
Growth Platform]:
[(1A) The provisions of this regulation and regulation 16
to regulation 27 of this chapter shall apply to a listed entity which has
listed its nonconvertible debt securities and has an outstanding value of
listed nonconvertible debt securities of Rupees Five Hundred Crore and above:
Provided
that in case an entity that has listed its nonconvertible debt securities
triggers the specified threshold of Rupees Five Hundred Crore during the course
of the year, it shall ensure compliance with these provisions within six months
from the date of such trigger:
Provided
further that these provisions shall be applicable to a 'high value debt listed
entity' on a 'comply or explain' basis until [March
31, 2024] and
on a mandatory basis thereafter.
Explanation
(1)The entities referred in the first proviso to subregulation (1A) of
regulation 15 are referred to as 'high value debt listed entities' for the
purpose of this chapter.
Explanation
(2)The 'high value debt listed entities' on the date of notification of this
amendment would be determined on basis of value of principal outstanding of
listed debt securities as on March 31, 2021.
Explanation
(3)'Comply or explain' for the purpose of the second proviso to subregulation
(1A) of regulation 15 shall mean that the entity shall 18ecogniz to comply with
the provisions and achieve full compliance by [March
31, 2024].
In case the entity is not able to achieve full compliance with the provisions,
till such time, it shall explain the reasons for such noncompliance/partial
compliance and the steps initiated to achieve full compliance in the quarterly
compliance report filed under clause (a), subregulation (2) of regulation 27 of
these regulations.
[****]
[(1B) Notwithstanding anything contained in this
regulation, in case of an Infrastructure Investment Trust registered under the
provisions of the Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014, the governance norms specified under the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
Regulations, 2014 shall be applicable.]
[(1C) Notwithstanding anything contained in this
regulation, in case of a Real Estate Investment Trust registered under the
provisions of Securities and Exchange Board of India (Real Estate Investment
Trust) Regulations, 2014, the governance norms specified under the Securities
and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014
shall be applicable.]
(2)
The compliance with the corporate
governance provisions as specified in regulations 17, [17A],
18, 19, 20, 21, 22, 23, 24, [24A],
25, 26, 27 and clauses (b) to (i) [and
(t)] of subregulation (2) of regulation 46 and para C, D and E of Schedule V shall
not apply, in respect of
(a)
[a] listed entity having paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five
crore, as on the last day of the previous financial year:
[Provided that where the provisions of regulations 17 to
27, clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para
C, D and E of Schedule V become applicable to a listed entity at a later date,
it shall ensure compliance with the same within six months from such date.]
[Provided further that once the above regulations become
applicable to a listed entity, they shall continue to remain applicable till
such time the equity share capital or the networth of such entity reduces and
remains below the specified threshold for a period of three consecutive
financial years.]
(b)
[a] listed entity which has listed its specified securities
on the SME Exchange:
[***]
[(2A) The provisions as specified in regulation 17 shall
not be applicable during the insolvency resolution process period in respect of
a listed entity [listed
entity] which is undergoing corporate insolvency resolution process under the
Insolvency Code:
Provided
that the role and responsibilities of the board of directors as specified under
regulation 17 shall be fulfilled by the interim resolution professional or
resolution professional in accordance with sections 17 and 23 of the Insolvency
Code.
(2B) The provisions as specified in regulations 18, 19, 20
and 21 shall not be applicable during the insolvency resolution process period
in respect of a listed entity [listed
entity] which is undergoing corporate insolvency resolution process under the
Insolvency Code:
Provided
that the roles and responsibilities of the committees specified in the
respective regulations shall be fulfilled by the interim resolution
professional or resolution professional.]
(3)
Notwithstanding subregulation (2)
above, the provisions of Companies Act, 2013 shall continue to apply, wherever
applicable.
Regulation - 16. Definitions.
(1)
For the purpose of this chapter,
unless the context otherwise requires;
(a)
"control" shall have the
same meaning as assigned to it under the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b)
"independent director" means
a nonexecutive director, other than a nominee director of the listed entity:
(i)
who, in the opinion of the board of
directors, is a person of integrity and possesses relevant expertise and
experience;
(ii)
who is or was not a promoter of the
listed entity or its holding, subsidiary or associate company [or
member of the promoter group of the listed entity];
(iii)
who is not related to promoters or
directors in the listed entity, its holding, subsidiary or associate company;
(iv)
who, apart from receiving director's
remuneration, has or had no material pecuniary relationship with the listed
entity, its holding, subsidiary or associate company, or their promoters, or
directors, during the [three]
immediately preceding financial years or during the current financial year;
(v)
none of whose relatives;
[(A) is holding securities of or interest in the listed
entity, its holding, subsidiary or associate company during the three
immediately preceding financial years or during the current financial year of
face value in excess of fifty lakh rupees or two percent of the paidup capital
of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;
(B) is indebted to the listed entity, its holding,
subsidiary or associate company or their promoters or directors, in excess of
such amount as may be specified during the three immediately preceding
financial years or during the current financial year;
(C) has given a guarantee or provided any security in
connection with the indebtedness of any third person to the listed entity, its
holding, subsidiary or associate company or their promoters or directors, for
such amount as may be specified during the three immediately preceding
financial years or during the current financial year; or
(D) has any other pecuniary transaction or relationship
with the listed entity, its holding, subsidiary or associate company amounting
to two percent or more of its gross turnover or total income:
Provided
that the pecuniary relationship or transaction with the listed entity, its
holding, subsidiary or associate company or their promoters, or directors in
relation to points (A) to (D) above shall not exceed two percent of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be
specified from time to time, whichever is lower.]
(vi)
who, neither himself, [/herself]
nor whose relative(s)
(A)
holds or has held the position of a
key managerial personnel or is or has been an employee of the listed entity or
its holding, subsidiary or associate company [or
any company belonging to the promoter group of the listed entity,] in any of
the three financial years immediately preceding the financial year in which he
is proposed to be appointed;
[Provided that in case of a relative, who is an employee
other than key managerial personnel, the restriction under this clause shall
not apply for his/her employment.]
(B)
is or has been an employee or
proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of
(1)
a firm of auditors or company
secretaries in practice or cost auditors of the listed entity or its holding,
subsidiary or associate company; or
(2)
any legal or a consulting firm that
has or had any transaction with the listed entity, its holding, subsidiary or
associate company amounting to ten per cent or more of the gross turnover of
such firm;
(C)
holds together with his relatives two
per cent or more of the total voting power of the listed entity; or
(D)
is a chief executive or director, by
whatever name called, of any nonprofit organisation that receives twentyfive
per cent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that
holds two per cent or more of the total voting power of the listed entity;
(E)
is a material supplier, service
provider or customer or a lessor or lessee of the listed entity;
(vii)
who is not less than 21 years of age.
[(viii) who is not a nonindependent director of another
company on the board of which any nonindependent director of the listed entity
is an independent director:]
[ExplanationIn case of a 'high value debt listed entity':
(a)
which is a body corporate, mandated to
constitute its board of directors in a specific manner in accordance with the
law under which it is established, the nonexecutive directors on its board
shall be treated as independent directors;
(b)
which is a Trust, mandated to
constitute its 'board of trustees' in accordance with the law under which it is
established, the nonemployee trustees on its board shall be treated as
independent directors]
(c)
"material subsidiary" shall
mean a subsidiary, whose income or net worth exceeds [ten]
percent of the consolidated income or net worth respectively, of the listed
entity and its subsidiaries in the immediately preceding accounting year.
Explanation.
The listed entity shall formulate a policy for determining 'material'
subsidiary.
[(d) "senior management" shall mean the officers
and personnel of the listed entity who are members of its core management team,
excluding the Board of Directors, and shall also comprise all the members of
the management one level below the Chief Executive Officer or Managing Director
or Whole Time Director or Manager (including Chief Executive Officer and
Manager, in case they are not part of the Board of Directors) and shall
specifically include the functional heads, by whatever name called and the
Company Secretary and the Chief Financial Officer.]
Regulation - 17. Board of Directors.
(1)
The composition of board of directors
of the listed entity shall be as follows:
(a)
board of directors shall have an
optimum combination of executive and nonexecutive directors with at least one
woman director and not less than fifty per cent. of the board of directors
shall comprise of nonexecutive directors;
[Provided that the Board of directors of the top 500 listed
entities shall have at least one independent woman director by April 1, 2019
and the Board of directors of the top 1000 listed entities shall have at least
one independent woman director by April 1, 2020;
Explanation:
The top 500 and 1000 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.]
(b)
where the chairperson of the board of
directors is a nonexecutive director, at least onethird of the board of
directors shall comprise of independent directors and where the listed entity
does not have a regular nonexecutive chairperson, at least half of the board of
directors shall comprise of independent directors:
Provided
that where the regular nonexecutive chairperson is a promoter of the listed
entity or is related to any promoter or person occupying management positions
at the level of board of director or at one level below the board of directors,
at least half of the board of directors of the listed entity shall consist of
independent directors.
Explanation.
For the purpose of this clause, the expression "related to any
promoter" shall have the following meaning:
(i)
if the promoter is a listed entity,
its directors other than the independent directors, its employees or its
nominees shall be deemed to be related to it;
(ii)
if the promoter is an unlisted entity,
its directors, its employees or its nominees shall be deemed to be related to
it.
[(c) The board of directors of the top 1000 listed entities
(with effect from April 1, 2019) and the top 2000 listed entities (with effect
from April 1, 2020) shall comprise of not less than six directors.
Explanation:
The top 1000 and 2000 entities shall be determined on the basis of market
capitalisation as at the end of the immediate previous financial year.]
[(d) where the listed company has outstanding SR equity
shares, atleast half of the board of directors shall comprise of independent
directors.]
[(1A) No listed entity shall appoint a person or continue
the directorship of any person as a nonexecutive director who has attained the
age of seventy five years unless a special resolution is passed to that effect,
in which case the explanatory statement annexed to the notice for such motion
shall indicate the justification for appointing such a person.]
[****]
[(1C) The listed entity shall ensure that approval of
shareholders for appointment [or
reappointment] of a person on the Board of Directors [or
as a manager] is taken at the next general meeting or within a time period of
three months from the date of appointment, whichever is earlier.]
[Provided that a public sector company shall ensure that
the approval of the shareholders for appointment or reappointment of a person
on the Board of Directors or as a Manager is taken at the next general
meeting:]
[Provided [further]
that the appointment or a reappointment of a person, including as a managing
director or a wholetime director or a manager, who was earlier rejected by the
shareholders at a general meeting, shall be done only with the prior approval
of the shareholders:
Provided
further that the statement referred to under subsection (1) of section 102 of
the Companies Act, 2013, annexed to the notice to the shareholders, for
considering the appointment or reappointment of such a person earlier rejected
by the shareholders shall contain a detailed explanation and justification by
the Nomination and Remuneration Committee and the Board of directors for
recommending such a person for appointment or reappointment.]
[(1D) With effect from April 1, 2024, the continuation of a
director serving on the board of directors of a listed entity shall be subject
to the approval by the shareholders in a general meeting at least once in every
five years from the date of their appointment or reappointment, as the case may
be:
Provided
that the continuation of the director serving on the board of directors of a
listed entity as on March 31, 2024, without the approval of the shareholders
for the last five years or more shall be subject to the approval of
shareholders in the first general meeting to be held after March 31, 2024:
Provided
further that the requirement specified in this regulation shall not be
applicable to the WholeTime Director, Managing Director, Manager, Independent
Director or a Director retiring as per the subsection (6) of
section 152 of the Companies Act, 2013, if the approval of the
shareholders for the reappointment or continuation of the aforesaid directors
or Manager is otherwise provided for by the provisions of these regulations or
the Companies Act, 2013 and has been complied with:
Provided
further that the requirement specified in this regulation shall not be
applicable to the director appointed pursuant to the order of a Court or a
Tribunal or to a nominee director of the Government on the board of a listed
entity, other than a public sector company, or to a nominee director of a
financial sector regulator on the board of a listed entity:
Provided
further that the requirement specified in this regulation shall not be
applicable to a director nominated by a financial institution registered with
or regulated by the Reserve Bank of India under a lending arrangement
in its normal course of business or nominated by a Debenture Trustee
registered with the Board under a subscription agreement for the debentures issued
by the listed entity.
(1E) Any vacancy in the office of a director shall be
filled by the listed entity at the earliest and in any case not later than
three months from the date such vacancy:
Provided
that if the listed entity becomes noncompliant with the requirement under
subregulation (1) of this regulation, due to expiration of the term of office
of any director, the resulting vacancy shall be filled by the listed entity not
later than the date such office is vacated:
Provided
further that this subregulation shall not apply if the listed entity fulfils
the requirement under subregulation (1) of this regulation without filling the
vacancy.]
(2)
The board of directors shall meet at
least four times a year, with a maximum time gap of one hundred and twenty days
between any two meetings.
[(2A) The quorum for every meeting of the board of
directors of the top 1000 listed entities with effect from April 1, 2019 and of
the top 2000 listed entities with effect from April 1, 2020 shall be onethird
of its total strength or three directors, whichever is higher, including at
least one independent director ;
Explanation
I For removal of doubts, it is clarified
that the participation of the directors by video conferencing or by other
audiovisual means shall also be counted for the purposes of such quorum.
Explanation
II The top 1000 and 2000 entities shall
be determined on the basis of market capitalisation, as at the end of the
immediate previous financial year.]
(3)
The board of directors shall
periodically review compliance reports pertaining to all laws applicable to the
listed entity, prepared by the listed entity as well as steps taken by the
listed entity to rectify instances of noncompliances.
(4)
The board of directors of the listed
entity shall satisfy itself that plans are in place for orderly succession for
appointment to the board of directors and senior management.
(5)
(a) The board of directors shall lay
down a code of conduct for all members of board of directors and senior
management of the listed entity.
(b)
The code of conduct shall suitably incorporate the duties of independent
directors as laid down in the Companies Act, 2013.
(6)
(a) The board of directors shall
recommend all fees or compensation, if any, paid to nonexecutive directors,
including independent directors and shall require approval of shareholders in
general meeting.
(b)
The requirement of obtaining approval of shareholders in general meeting shall
not apply to payment of sitting fees to nonexecutive directors, if made within
the limits prescribed under the Companies Act, 2013 for payment of sitting fees
without approval of the Central Government.
(c)
The approval of shareholders mentioned in clause (a), shall specify the limits
for the maximum number of stock options that may be granted to nonexecutive
directors, in any financial year and in aggregate.
[(ca) The approval of shareholders by special resolution
shall be obtained every year, in which the annual remuneration payable to a
single nonexecutive director exceeds fifty per cent of the total annual
remuneration payable to all nonexecutive directors, giving details of the
remuneration thereof.]
(d)
Independent directors shall not be entitled to any stock option.
[(e) The fees or compensation payable to executive
directors who are promoters or members of the promoter group, shall be subject
to the approval of the shareholders by special resolution in general meeting,
if
(i)
the annual remuneration payable to
such executive director exceeds rupees 5 crore or 2.5 per cent of the net
profits of the listed entity, whichever is higher; or
(ii)
where there is more than one such
director, the aggregate annual remuneration to such directors exceeds 5 per
cent of the net profits of the listed entity:
Provided
that the approval of the shareholders under this provision shall be valid only
till the expiry of the term of such director.
Explanation:
For the purposes of this clause, net profits shall be calculated as per section
198 of the Companies Act, 2013.]
(7)
The minimum information to be placed
before the board of directors is specified in Part A of Schedule II.
(8)
The chief executive officer and the
chief financial officer shall provide the compliance certificate to the board
of directors as specified in Part B of Schedule II.
(9)
(a) The listed entity shall lay down
procedures to inform members of board of directors about risk assessment and
minimization procedures.
(b)
The board of directors shall be responsible for framing, implementing and
monitoring the risk management plan for the listed entity.
[(10) The evaluation of independent directors shall be done
by the entire board of directors which shall include
(a)
performance of the directors; and
(b)
fulfillment of the independence
criteria as specified in these regulations and their independence from the management:
Provided
that in the above evaluation, the directors who are subject to evaluation shall
not participate.]
(10)
[The statement to be annexed to the notice as referred to
in subsection (1) of section 102 of the Companies Act, 2013 for each item of special
business to be transacted at a general meeting shall also set forth clearly the
recommendation of the board to the shareholders on each of the specific items.]
Regulation - 17A.[Maximum number of directorships.
The
directors of listed entities shall comply with the following conditions with
respect to the maximum number of directorships, including any alternate
directorships that can be held by them at any point of time
(1)
A person shall not be a director in
more than eight listed entities with effect from April 1, 2019 and in not more
than seven listed entities with effect from April 1, 2020:
Provided
that a person shall not serve as an independent director in more than seven
listed entities.
(2)
Notwithstanding the above, any person
who is serving as a whole time director / managing director in any listed
entity shall serve as an independent director in not more than three listed
entities.
[Explanation] For the purpose of this [regulation],
the count for the number of listed entities on which a person is a director /
independent director shall be only those whose equity shares are listed on a
stock exchange.]
Regulation - 18. Audit Committee.
(1)
Every listed entity shall constitute a
qualified and independent audit committee in accordance with the terms of
reference, subject to the following:
(a)
The audit committee shall have minimum
three directors as members.
(b)
Twothirds of the members of audit
committee shall be independent directors [and
in case of a listed entity having outstanding SR equity shares, the audit
committee shall only comprise of independent directors].
(c)
All members of audit committee shall
be financially literate and at least [twothirds]
one member shall have accounting or related financial management expertise.
Explanation
(1). For the purpose of this regulation, "financially literate" shall
mean the ability to read and understand basic financial statements i.e. balance
sheet, profit and loss account, and statement of cash flows.
Explanation
(2). For the purpose of this regulation, a member shall be considered to have
accounting or related financial management expertise if he or she possesses
experience in finance or accounting, or requisite professional certification in
accounting, or any other comparable experience or background which results in
the individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer or other senior officer with
financial oversight responsibilities.
(d)
The chairperson of the audit committee
shall be an independent director and he [/she]
shall be present at Annual general meeting to answer shareholder queries.
(e)
The Company Secretary shall act as the
secretary to the audit committee.
(f)
The audit committee at its discretion
shall invite the finance director or head of the finance function, head of
internal audit and a representative of the statutory auditor and any other such
executives to be present at the meetings of the committee:
Provided
that occasionally the audit committee may meet without the presence of any
executives of the listed entity.
(2)
The listed entity shall conduct the
meetings of the audit committee in the following manner:
(a)
The audit committee shall meet at
least four times in a year and not more than one hundred and twenty days shall
elapse between two meetings.
(b)
The quorum for audit committee meeting
shall either be two members or one third of the members of the audit committee,
whichever is greater, with at least two independent directors.
(c)
The audit committee shall have powers
to investigate any activity within its terms of reference, seek information
from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.
(3)
The role of the audit committee and
the information to be reviewed by the audit committee shall be as specified in
Part C of Schedule II.
Regulation - 19. Nomination and remuneration committee.
(1)
The board of directors shall
constitute the nomination and remuneration committee as follows:
(a)
the committee shall comprise of at
least three directors;
(b)
all directors of the committee shall
be nonexecutive directors; and
(c)
at least [twothirds]
of the directors shall be independent directors [***].
(2)
The Chairperson of the nomination and
remuneration committee shall be an independent director:
Provided
that the chairperson of the listed entity, whether executive or nonexecutive,
may be appointed as a member of the Nomination and Remuneration Committee and
shall not chair such Committee.
[(2A) The quorum for a meeting of the nomination and
remuneration committee shall be either two members or one third of the members
of the committee, whichever is greater, including at least one independent
director in attendance.]
(3)
The Chairperson of the nomination and remuneration
committee may be present at the annual general meeting, to answer the
shareholders' queries; however, it shall be up to the chairperson to decide who
shall answer the queries.
[(3A) The nomination and remuneration committee shall meet
at least once in a year.]
(4)
The role of the nomination and
remuneration committee shall be as specified as in Part D of the Schedule II.
Regulation - 20. Stakeholders Relationship Committee.
(1)
The listed entity shall constitute a
Stakeholders Relationship Committee to specifically look into [various
aspects of interest] of shareholders, debenture holders and other security
holders.
(2)
The chairperson of this committee
shall be a nonexecutive director.
[(2A) At least three directors, with at least one being an
independent director, shall be members of the Committee [and
in case of a listed entity having outstanding SR equity shares, at least two
thirds of the Stakeholders Relationship Committee shall comprise of independent
directors].]
[(3) The Chairperson of the Stakeholders Relationship
Committee shall be present at the annual general meetings to answer queries of
the security holders.]
[(3A) The stakeholders relationship committee shall meet at
least once in a year.]
(4) The role of the Stakeholders Relationship Committee
shall be as specified as in Part D of the Schedule II.
Regulation - 21. Risk Management Committee.
(1)
The board of directors shall
constitute a Risk Management Committee.
(2)
[The Risk Management Committee shall have minimum three
members with majority of them being members of the board of directors,
including at least one independent director and in case of a listed entity
having outstanding SR equity shares, at least two thirds of the Risk Management
Committee shall comprise independent directors.]
(3)
The Chairperson of the Risk management
committee shall be a member of the board of directors and senior executives of
the listed entity may be members of the committee.
[(3A) The risk management committee shall meet at
least [twice]
in a year.]
[(3B) The quorum for a meeting of the Risk Management
Committee shall be either two members or one third of the members of the
committee, whichever is higher, including at least one member of the board of
directors in attendance.
(3C) The meetings of the risk management committee shall be
conducted in such a manner that on a continuous basis not more than one hundred
and eighty days shall elapse between any two consecutive meetings.]
(4)
The board of directors shall define
the role and responsibility of the Risk Management Committee and may delegate
monitoring and reviewing of the risk management plan to the committee and such
other functions as it may deem fit [such
function shall specifically cover cyber security].
[Provided that the role and responsibilities of the Risk
Management Committee shall mandatorily include the performance of functions
specified in Part D of Schedule II.]
[(5) The provisions of this regulation shall be applicable
to:
(i)
the top 1000 listed entities,
determined on the basis of market capitalization as at the end of the immediate
preceding financial year; and,
(ii)
a 'high value debt listed entity'.]
[(6) The Risk Management Committee shall have powers to
seek information from any employee, obtain outside legal or other professional
advice and secure attendance of outsiders with relevant expertise, if it
considers necessary.]
Regulation - 22. Vigil mechanism.
(1)
The listed entity shall formulate a
vigil mechanism [/whistle
blower policy] for directors and employees to report genuine concerns.
(2)
The vigil mechanism shall provide for
adequate safeguards against victimization of director(s) or employee(s) or any
other person who avail the mechanism and also provide for direct access to the
chairperson of the audit committee in appropriate or exceptional cases.
Regulation - 23. Related party transactions.
(1)
The listed entity shall formulate a
policy on materiality of related party transactions and on dealing with related
party transactions 17[including clear threshold limits duly
approved by the board of directors and such policy shall be reviewed by the
board of directors at least once every three years and updated accordingly]:
[Provided that 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
rupees one thousand crore or ten per cent of the annual consolidated turnover
of the listed entity as per the last audited financial statements of the listed
entity, whichever is lower.]
[(1A) Notwithstanding the above, [with
effect from July 01, 2019,] a transaction involving payments made to a related
party with respect to brand usage or royalty shall be considered material if
the transaction(s) to be entered into individually or taken together with
previous transactions during a financial year, exceed [five]
percent of the annual consolidated turnover of the listed entity as per the
last audited financial statements of the listed entity.]
(2)
All related party transactions shall
require prior approval of the [audit
committee of the listed entity:].
[Provided that only those members of the audit committee,
who are independent directors, shall approve related party transactions [and
subsequent material modifications].]
[Provided further that:
(a)
the audit committee of a listed entity
shall define "material modifications" and disclose it as part of the
policy on materiality of related party transactions and on dealing with related
party transactions;
(b)
a related party transaction to which
the subsidiary of a listed entity is a party but the listed entity is not a
party, shall require prior approval of the audit committee of the listed entity
if the value of such transaction whether entered into individually or taken
together with previous transactions during a financial year exceeds ten per
cent of the annual consolidated turnover, as per the last audited financial
statements of the listed entity;
(c)
with effect from April 1, 2023, a
related party transaction to which the subsidiary of a listed entity is a party
but the listed entity is not a party, shall require prior approval of the audit
committee of the listed entity if the value of such transaction whether entered
into individually or taken together with previous transactions during a
financial year, exceeds ten per cent of the annual standalone turnover, as per
the last audited financial statements of the subsidiary;
(d)
prior approval of the audit committee
of the listed entity shall not be required for a related party transaction to
which the listed subsidiary is a party but the listed entity is not a party, if
regulation 23 and subregulation (2) of regulation 15 of these regulations are
applicable to such listed subsidiary.
Explanation:
For related party transactions of unlisted subsidiaries of a listed subsidiary
as referred to in (d) above, the prior approval of the audit committee of the
listed subsidiary shall suffice.]
(3)
Audit committee may grant omnibus
approval for related party transactions proposed to be entered into by the
listed entity subject to the following conditions, namely;
(a)
the audit committee shall lay down the
criteria for granting the omnibus approval in line with the policy on related
party transactions of the listed entity and such approval shall be applicable
in respect of transactions which are repetitive in nature;
(b)
the audit committee shall satisfy
itself regarding the need for such omnibus approval and that such approval is
in the interest of the listed entity;
(c)
the omnibus approval shall specify:
(i)
the name(s) of the related party,
nature of transaction, period of transaction, maximum amount of transactions
that shall be entered into,
(ii)
the indicative base price/current
contracted price and the formula for variation in the price if any; and
(iii)
such other conditions as the audit
committee may deem fit:
Provided
that where the need for related party transaction cannot be foreseen and
aforesaid details are not available, audit committee may grant omnibus approval
for such transactions subject to their value not exceeding rupees one crore per
transaction.
(d)
the audit committee shall review, at
least on a quarterly basis, the details of related party transactions entered
into by the listed entity pursuant to each of the omnibus approvals given.
(e)
Such omnibus approvals shall be valid
for a period not exceeding one year and shall require fresh approvals after the
expiry of one year:
(4)
All material related party
transactions [and
subsequent material modifications as defined by the audit committee under
subregulation (2),] shall require [prior]
approval of the shareholders through resolution and [no
related party shall vote to approve] such resolutions whether the entity is a
related party to the particular transaction or not.
[Provided that prior approval of the shareholders of a
listed entity shall not be required for a related party transaction to which
the listed subsidiary is a party but the listed entity is not a party, if
regulation 23 and subregulation (2) of regulation 15 of these regulations are
applicable to such listed subsidiary.
Explanation:
For related party transactions of unlisted subsidiaries of a listed subsidiary
as referred above, the prior approval of the shareholders of the listed
subsidiary shall suffice.]
Provided [further]
that the requirements specified under this subregulation shall not apply in
respect of a resolution plan approved under section 31 of the Insolvency Code,
subject to the event being disclosed to the recognized stock exchanges within
one day of the resolution plan being approved;
(5)
The provisions of subregulations (2),
(3) and (4) shall not be applicable in the following cases:
(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 approval.
Explanation.
For the purpose of clause (a), "government company(ies)" means
Government company as defined in subsection (45) of section 2 of the Companies
Act, 2013.
[(c) transactions entered into between two whollyowned
subsidiaries of the listed holding company, whose accounts are consolidated
with such holding company and placed before the shareholders at the general
meeting for approval.]
(6)
The provisions of this regulation
shall be applicable to all prospective transactions.
[***]
(7)
All existing material related party
contracts or arrangements entered into prior to the date of notification of
these regulations and which may continue beyond such date shall be placed for
approval of the shareholders in the first General Meeting subsequent to
notification of these regulations.
[(9) The listed entity shall submit to the stock exchanges
disclosures of related party transactions in the format as specified by the
Board from time to time, and publish the same on its website:
Provided
that a 'high value debt listed entity' shall submit such disclosures along with
its standalone financial results for the half year:
Provided
further that the listed entity shall make such disclosures every six months
within fifteen days from the date of publication of its standalone and
consolidated financial results:
Provided
further that the listed entity shall make such disclosures every six months on
the date of publication of its standalone and consolidated financial results
with effect from April 1, 2023.]
Regulation - 24. Corporate governance requirements with respect to subsidiary of listed entity.
[(1) At least one independent director on the board of
directors of the listed entity shall be a director on the board of directors of
an unlisted material subsidiary, whether incorporated in India or not.
Explanation
For the purposes of this provision, notwithstanding anything to the contrary
contained in regulation 16, the term "material subsidiary" shall mean
a subsidiary, whose income or net worth exceeds twenty percent of the
consolidated income or net worth respectively, of the listed entity and its
subsidiaries in the immediately preceding accounting year.]
(2) The audit
committee of the listed entity shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary.
(3) The minutes of
the meetings of the board of directors of the unlisted subsidiary shall be
placed at the meeting of the board of directors of the listed entity.
(4) The management
of the unlisted subsidiary shall periodically bring to the notice of the board
of directors of the listed entity, a statement of all significant transactions
and arrangements entered into by the unlisted subsidiary.
Explanation.
For the purpose of this regulation, the term "significant transaction or
arrangement" shall mean any individual transaction or arrangement that
exceeds or is likely to exceed ten percent of the total revenues or total
expenses or total assets or total liabilities, as the case may be, of the
unlisted [***]
subsidiary for the immediately preceding accounting year.
(5) A listed entity
shall not dispose of shares in its material subsidiary resulting in reduction
of its shareholding (either on its own or together with other subsidiaries) to
less than [or
equal to] fifty percent or cease the exercise of control over the subsidiary
without passing a special resolution in its General Meeting except in cases
where such divestment is made under a scheme of arrangement duly approved by a
Court/Tribunal [,
or under a resolution plan duly approved under section 31 of the Insolvency
Code and such an event is disclosed to the recognized stock exchanges within
one day of the resolution plan being approved].
(6) Selling,
disposing and leasing of assets amounting to more than twenty percent of the
assets of the material subsidiary on an aggregate basis during a financial year
shall require prior approval of shareholders by way of special resolution,
unless the sale/disposal/lease is made under a scheme of arrangement duly
approved by a Court/Tribunal [,
or under a resolution plan duly approved under section 31 of the Insolvency
Code and such an event is disclosed to the recognized stock exchanges within
one day of the resolution plan being approved].
(7) Where a listed
entity has a listed subsidiary, which is itself a holding company, the
provisions of this regulation shall apply to the listed subsidiary in so far as
its subsidiaries are concerned.
Regulation - 24A.[Secretarial Audit.
[(1) Every listed entity and its material unlisted
subsidiaries incorporated in India shall undertake secretarial audit and shall
annex a secretarial audit report given by a company secretary in practice, in
such form as specified, with the annual report of the listed entity.]
[(2) Every listed entity shall submit a secretarial
compliance report in such form as specified, to stock exchanges, within sixty
days from end of each financial year.]
Regulation - 25. Obligations with respect to independent directors.
[(1) No person shall be appointed or continue as an
alternate director for an independent director of a listed entity with effect
from October 1, 2018.]
(2) The maximum tenure of independent directors shall be in
accordance with the Companies Act, 2013 and rules made thereunder, in this
regard, from time to time.
[(2A) The appointment, reappointment or removal of an
independent director of a listed entity, shall be subject to the approval of
shareholders by way of a special resolution.]
[Provided that where a special resolution for the
appointment of an independent director fails to get the requisite majority of
votes but the votes cast in favour of the resolution exceed the votes cast
against the resolution and the votes cast by the public shareholders in favour
of the resolution exceed the votes cast against the resolution, then the
appointment of such an independent director shall be deemed to have been made
under subregulation (2A):
Provided
further that an independent director appointed under the first proviso shall be
removed only if the votes cast in favour of the resolution proposing the
removal exceed the votes cast against the resolution and the votes cast by the
public shareholders in favour of the resolution exceed the votes cast against
the resolution.]
(3) The independent
directors of the listed entity shall hold at least one meeting in a [financial]
year, without the presence of nonindependent directors and members of the
management and all the independent directors shall strive to be present at such
meeting.
(4) The independent
directors in the meeting referred in subregulation (3) shall, inter alia
(a)
review the performance of
nonindependent directors and the board of directors as a whole;
(b)
review the performance of the chairperson
of the listed entity, taking into account the views of executive directors and
nonexecutive directors;
(c)
assess the quality, quantity and
timeliness of flow of information between the management of the listed entity
and the board of directors that is necessary for the board of directors to
effectively and reasonably perform their duties.
(5) An independent
director shall be held liable, only in respect of such acts of omission or
commission by the listed entity which had occurred with his [/her]
knowledge, attributable through processes of board of directors, and with
his [/her]
consent or connivance or where he had not acted diligently with respect to the
provisions contained in these regulations.
(6) An independent
director who resigns or is removed from the board of directors of the listed
entity shall be replaced by a new independent director by listed entity at the
earliest but not later than the [***]
three months from the date of such vacancy, [***]:
Provided
that where the listed entity fulfils the requirement of independent directors
in its board of directors without filling the vacancy created by such
resignation or removal, the requirement of replacement by a new independent
director shall not apply
(7) The listed
entity shall familiarise the independent directors through various programmes
about the listed entity, including the following:
(a)
nature of the industry in which the
listed entity operates;
(b)
business model of the listed entity;
(c)
roles, rights, responsibilities of
independent directors; and
(d)
any other relevant information.
[(8) Every independent director shall, at the first meeting
of the board in which he participates as a director and thereafter at the first
meeting of the board in every financial year or whenever there is any change in
the circumstances which may affect his status as an independent director,
submit a declaration that he [/she]
meets the criteria of independence as provided in clause (b) of subregulation
(1) of regulation 16 and that he [/she]
is not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his ability to discharge his duties
with an objective independent judgment and without any external influence.
(9) The board of
directors of the listed entity shall take on record the declaration and
confirmation submitted by the independent director under subregulation (8)
after undertaking due assessment of the veracity of the same.
(10) With effect from [January
1, 2022], the top [1000]
listed entities by market capitalization calculated as on March 31 of the
preceding financial year, shall undertake Directors and Officers insurance ('D
and O insurance') for all their independent directors of such quantum and for
such risks as may be determined by its board of directors.]
[(11) No independent director, who resigns from a listed
entity, shall be appointed as an executive/whole time director on the board of
the listed entity, its holding, subsidiary or associate company or on the board
of a company belonging to its promoter group, unless a period of one year has
elapsed from the date of resignation as an independent director.]
[(12) A 'high value debt listed entity' shall undertake
Directors and Officers insurance (D and O insurance) for all its independent
directors for such sum assured and for such risks as may be determined by its
board of directors.]
Regulation - 26.[Obligations with respect to employees including senior management,[159][key managerial personnel], directors and promoters][160].
(1)
A director shall not be a member in
more than ten committees or act as chairperson of more than five committees
across all listed entities in which he [/she]
is a director which shall be determined as follows:
(a)
the limit of the committees on which a
director may serve in all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies,
foreign companies [high
value debt listed entities] and companies under Section 8 of the Companies Act,
2013 shall be excluded;
(b)
for the purpose of determination of
limit, chairpersonship and membership of the audit committee and the
Stakeholders' Relationship Committee alone shall be considered.
(2)
Every director shall inform the listed
entity about the committee positions he or she occupies in other listed
entities and notify changes as and when they take place.
(3)
All members of the board of directors
and senior management personnel shall affirm compliance with the code of
conduct of board of directors and senior management on an annual basis.
(4)
[***]
(5)
Senior management shall make
disclosures to the board of directors relating to all material, financial and
commercial transactions, where they have personal interest that may have a
potential conflict with the interest of the listed entity at large.
Explanation.
For the purpose of this subregulation, conflict of interest relates to dealing
in the shares of listed entity, commercial dealings with bodies, which have
shareholding of management and their relatives etc.
[(6) No employee including key managerial personnel or
director or promoter of a listed entity shall enter into any agreement for
himself [/herself]
or on behalf of any other person, with any shareholder or any other third party
with regard to compensation or profit sharing in connection with dealings in
the securities of such listed entity, unless prior approval for the same has
been obtained from the Board of Directors as well as public shareholders by way
of an ordinary resolution:
Provided
that such agreement, if any, whether subsisting or expired, entered during the
preceding three years from the date of coming into force of this subregulation,
shall be disclosed to the stock exchanges for public dissemination:
Provided
further that subsisting agreement, if any, as on the date of coming into force
of this subregulation shall be placed for approval before the Board of
Directors in the forthcoming Board meeting:
Provided
further that if the Board of Directors approve such agreement, the same shall be
placed before the public shareholders for approval by way of an ordinary
resolution in the forthcoming general meeting:
Provided
further that all interested persons involved in the transaction covered under
the agreement shall abstain from voting in the general meeting.
Explanation For the purposes of this subregulation,
'interested person' shall mean any person holding voting rights in the listed
entity and who is in any manner, whether directly or indirectly, interested in
an agreement or proposed agreement, entered into or to be entered into by such
a person or by any employee or key managerial personnel or director or promoter
of such listed entity with any shareholder or any other third party with
respect to compensation or profit sharing in connection with the securities of
such listed entity.]
Regulation - [26A. Vacancies in respect of certain Key Managerial Personnel.
(1)
Any vacancy in the office of Chief
Executive Officer, Managing Director, Whole Time Director or Manager shall be
filled by the listed entity at the earliest and in any case not later than
three months from the date of such vacancy:
Provided
that the listed entity shall not fill such vacancy by appointing a person in
interim capacity, unless such appointment is made in accordance with the laws
applicable in case of a fresh appointment to such office and the obligations
under such laws are made applicable to such person.
(2)
Any vacancy in the office of the Chief
Financial Officer shall be filled by the listed entity at the earliest and in
any case not later than three months from the date of such vacancy:
Provided
that the listed entity shall not fill such vacancy by appointing a person in
interim capacity, unless such appointment is made in accordance with the laws
applicable in case of a fresh appointment to such office and the obligations
under such laws are made applicable to such person.]
Regulation - 27. Other corporate governance requirements.
(1)
The listed entity may, at its
discretion, comply with requirements as specified in Part E of Schedule II.
(2)
(a) The listed entity shall submit a
quarterly compliance report on corporate governance in the format as specified
by the Board from time to time to the recognised stock exchange(s) within [twenty
one] days from [the
end of each] quarter.
(b)
Details of all material transactions with related parties shall be disclosed
along with the report mentioned in clause (a) of subregulation (2).
[(ba) Details of cyber security incidents or breaches or
loss of data or documents shall be disclosed along with the report mentioned in
clause (a) of subregulation (2), as may be specified.]
(c)
The report mentioned in clause (a) of subregulation (2) shall be signed either
by the compliance officer or the chief executive officer of the listed entity.
Regulation - 28. Inprinciple approval of recognized stock exchange(s).
(1)
The listed entity, before issuing
securities, shall obtain an 'inprinciple' approval from recognised stock
exchange(s) in the following manner:
(a)
where the securities are listed only
on recognised stock exchange(s) having nationwide trading terminals, from all
such stock exchange(s);
(b)
where the securities are not listed on
any recognised stock exchange having nationwide trading terminals, from all the
stock exchange(s) in which the securities of the issuer are proposed to be
listed;
(c)
where the securities are listed on
recognised stock exchange(s) having nationwide trading terminals as well as on
the recognised stock exchange(s) not having nationwide trading terminals, from
all recognised stock exchange(s) having nationwide trading terminals:
(2)
The requirement of obtaining
inprinciple approval from recognised stock exchange(s), shall not be applicable
for securities issued pursuant to the scheme of arrangement for which the
listed entity has already obtained NoObjection Letter from recognised stock
exchange(s) in accordance with regulation 37.
Regulation - 29. Prior Intimations.
(1)
The listed entity shall give prior
intimation to stock exchange about the meeting of the board of directors in
which any of the following proposals is due to be considered:
(a)
financial results viz. quarterly, half
yearly, or annual, as the case may be;
(b)
proposal for buyback of securities;
(c)
proposal for voluntary delisting by
the listed entity from the stock exchange(s);
(d)
fund raising by way of further public
offer, rights issue, American Depository Receipts/Global Depository
Receipts/Foreign Currency Convertible Bonds, qualified institutions placement,
debt issue, preferential issue or any other method and for determination of
issue price:
Provided
that intimation shall also be given in case of any annual general meeting or
extraordinary general meeting or postal ballot that is proposed to be held for
obtaining shareholder approval for further fund raising indicating type of
issuance.
(e)
declaration/recommendation of
dividend, issue of convertible securities including convertible debentures or
of debentures carrying a right to subscribe to equity shares or the passing
over of dividend.
(f)
the proposal for declaration of bonus
securities [***]:
(g)
[***]
(2)
The intimation required under
subregulation (1), shall be given at least two working days in advance,
excluding the date of the intimation and date of the meeting:
Provided
that intimation regarding item specified in clause (a) of subregulation (1), to
be discussed at the meeting of board of directors shall be given at least five
days in advance (excluding the date of the intimation and date of the meeting),
and such intimation shall include the date of such meeting of board of
directors.
(3)
The listed entity shall give
intimation to the stock exchange(s) at least eleven working days before any of
the following proposal is placed before the board of directors
(a)
any alteration in the form or nature
of any of its securities that are listed on the stock exchange or in the rights
or privileges of the holders thereof.
(b)
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.
Regulation - 30. Disclosure of events or information.
(1)
Every listed entity shall make
disclosures of any events or information which, in the opinion of the board of
directors of the listed company, is material.
(2)
Events specified in Para A of Part A
of Schedule III are deemed to be material events and listed entity shall make
disclosure of such events.
(3)
The listed entity shall make
disclosure of events specified in Para B of Part A of Schedule III, based on
application of the guidelines for materiality, as specified in subregulation
(4).
(4)
(i) The listed entity shall consider
the following criteria for determination of materiality of events/information:
(a)
the omission of an event or
information, which is likely to result in discontinuity or alteration of event
or information already available publicly; or
(b)
the omission of an event or
information is likely to result in significant market reaction if the said
omission came to light at a later date [or];
[(c) the omission of an event or information, whose value
or the expected impact in terms of value, exceeds the lower of the following:
(1)
two percent of turnover, as per the
last audited consolidated financial statements of the listed entity;
(2)
two percent of net worth, as per the
last audited consolidated financial statements of the listed entity, except in
case the arithmetic value of the net worth is negative;
(3)
five percent of the average of
absolute value of profit or loss after tax, as per the last three audited
consolidated financial statements of the listed entity;]
[(d) In case where the criteria specified in subclauses
(a), (b) and (c) is not applicable, an event or information may be treated as
being material if in the opinion of the board of directors of the listed
entity, the event or information is considered material:
Provided
that any continuing event or information which becomes material pursuant to
notification of these amendment regulations shall be disclosed by the listed
entity within thirty days from the date of coming into effect of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2023.]
(ii)
The listed entity shall frame a policy for determination of materiality, based
on criteria specified in this subregulation, duly approved by its board of
directors, which shall be disclosed on its website.
[Provided that such a policy for determination of
materiality shall not dilute any requirement specified under the provisions of
these regulations:
Provided
further that such a policy for determination of materiality shall assist the
relevant employees of the listed entity in identifying any potential material
event or information and reporting the same to the authorized Key Managerial
Personnel, in terms of subregulation (5), for determining the materiality of
the said event or information and for making the necessary disclosures to the
stock exchange(s).]
(5)
The board of directors of the listed
entity shall authorize one or more Key Managerial Personnel for the purpose of
determining materiality of an event or information and for the purpose of
making disclosures to stock exchange(s) under this regulation and the contact
details of such personnel shall be also disclosed to the stock exchange(s) and
as well as on the listed entity's website.
[(6) The listed entity shall first disclose to the stock
exchange(s) all events or information which are material in terms of the
provisions of this regulation as soon as reasonably possible and in any case
not later than the following:
(i)
thirty minutes from the closure of the
meeting of the board of directors in which the decision pertaining to the event
or information has been taken;
(ii)
twelve hours from the occurrence of
the event or information, in case the event or information is emanating from
within the listed entity;
(iii)
twenty four hours from the occurrence
of the event or information, in case the event or information is not emanating
from within the listed entity:
Provided
that disclosure with respect to events for which timelines have been specified
in Part A of Schedule III shall be made within such timelines:
Provided
further that in case the disclosure is made after the timelines specified under
this regulation, the listed entity shall, along with such disclosure provide
the explanation for the delay.]
(7) The listed
entity shall, with respect to disclosures referred to in this regulation, make
disclosures updating material developments on a regular basis, till such time
the event is resolved/closed, with relevant explanations.
(8) The listed
entity shall disclose on its website all such events or information which has
been disclosed to stock exchange(s) under this regulation, and such disclosures
shall be hosted on the website of the listed entity for a minimum period of
five years and thereafter as per the archival policy of the listed entity, as
disclosed on its website.
(9) The listed
entity shall disclose all events or information with respect to subsidiaries
which are material for the listed entity.
(10) The listed
entity shall provide specific and adequate reply to all queries raised by stock
exchange(s) with respect to any events or information:
Provided
that the stock exchange(s) shall disseminate information and clarification as
soon as reasonably practicable.
(11) The listed
entity may on its own initiative also, confirm or deny any reported event or
information to stock exchange(s) [:]
[Provided that the top 100 listed entities [****]
and thereafter the top 250 listed entities [,
with effect from the date as may be specified by the Board, ] shall
confirm, deny or clarify any reported event or information in the mainstream
media which is not general in nature and which indicates that rumours of an
impending specific material event or information in terms of the provisions of
this regulation are circulating amongst the investing public, as soon as
reasonably possible and not later than twenty four hours from the reporting of
the event or information:
Provided
further that if the listed entity confirms the reported event or information,
it shall also provide the current stage of such event or information.
Explanation:
The top 100 and 250 listed entities shall be determined on the basis of market
capitalization, as at the end of the immediately preceding financial year.]
(12) In case where an event occurs or an information is
available with the listed entity, which has not been indicated in Para A or B
of Part A of Schedule III, but which may have material effect on it, the listed
entity is required to make adequate disclosures in regard thereof.
[(13) In case an event or information is required to be
disclosed by the listed entity in terms of the provisions of this regulation,
pursuant to the receipt of a communication from any regulatory, statutory,
enforcement or judicial authority, the listed entity shall disclose such
communication, along with the event or information, unless disclosure of such
communication is prohibited by such authority.]
Regulation - [30A. Disclosure requirements for certain types of agreements binding listed entities.
(1)
All the shareholders, promoters,
promoter group entities, related parties, directors, key managerial personnel
and employees of a listed entity or of its holding, subsidiary and associate
company, who are parties to the agreements specified in clause 5A of para A of
part A of schedule III to these regulations, shall inform the listed entity
about the agreement to which such a listed entity is not a party, within two
working days of entering into such agreements or signing an agreement to enter
into such agreements:
Provided
that for the agreements that subsist as on the date of notification of clause
5A to para A of part A of schedule III, the parties to the agreements shall
inform the listed entity, about the agreement to which such a listed entity is
not a party and the listed entity shall in turn disclose all such subsisting
agreements to the Stock Exchanges and on its website within the timelines as
specified by the Board.
(2)
The listed entity shall disclose the
number of agreements that subsist as on the date of notification of clause 5A
to para A of part A of schedule III, their salient features, including the link
to the webpage where the complete details of such agreements are available, in
the Annual Report for the financial year 202223 or for the financial year
202324.]
Regulation - 31. Holding of specified securities and shareholding pattern.
(1)
The listed entity shall submit to the
stock exchange(s) a statement showing holding of securities and shareholding
pattern separately for each class of securities, in the format specified by the
Board from time to time within the following timelines:
(a)
one day prior to listing of its
securities on the stock exchange(s);
(b)
on a quarterly basis, within twenty
one days from the end of each quarter; and,
(c)
within ten days of any capital
restructuring of the listed entity resulting in a change exceeding two per cent
of the total paidup share capital:
Provided
that in case of listed entities which have listed their specified securities on
SME Exchange, the above statements shall be submitted on a half yearly basis
within twenty one days from the end of each half year.
(2)
The listed entity shall ensure that
hundred percent of shareholding of promoter(s) and promoter group is in
dematerialized form and the same is maintained on a continuous basis in the
manner as specified by the Board.
(3)
The listed entity shall comply with
circulars or directions issued by the Board from time to time with respect to
maintenance of shareholding in dematerialized form.
[(4) All entities falling under promoter and promoter group
shall be disclosed separately in the shareholding pattern appearing on the
website of all stock exchanges having nationwide trading terminals where the
specified securities of the entity are listed, in accordance with the formats
specified by the Board.]
Regulation - 31A.[Conditions for reclassification of any person as promoter / public .
(1)
For the purpose of this regulation:
(a)
"promoter(s) seeking reclassification"
shall mean all such promoters/persons belonging to the promoter group seeking
reclassification of status as public.
(b)
"persons related to the
promoter(s) seeking reclassification" shall mean such persons with respect
to that promoter(s) seeking reclassification who fall under subclauses (ii),
(iii) and (iv) of clause (pp) of subregulation (1) of regulation 2 of
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.]
(2)
Reclassification of the status of any
person as a promoter or public shall be permitted by the stock exchanges only
upon receipt of an application from the listed entity along with all
relevant documents subject to compliance with conditions specified in these
regulations;
Provided
that in case of entities listed on more than one stock exchange, the concerned
stock exchanges shall jointly decide on the application.
[(3) Reclassification of status of a promoter to public
shall be permitted by the stock exchanges only upon satisfaction of the
following conditions:
(a)
an application for reclassification
has been made by the listed entity to the stock exchanges within thirty days
from the date of approval by shareholders in general meeting after ensuring
that the following procedural requirements have been fulfilled:
(i)
the promoter(s) seeking
reclassification has made a request for reclassification to the listed entity
along with a rationale for the same and a description as to how the conditions
specified in clause (b) of subregulation (3) of this regulation are satisfied;
(ii)
the board of directors of the listed
entity has analyzed such request in the immediately next board meeting or
within three months from the date of receipt of the request from its
promoter(s), whichever is earlier and has placed the same before the
shareholders in a general meeting for approval along with the views of the
board of directors on the request:
Provided
that there shall be a time gap of at least one month but not exceeding three
months between the dates of the board meeting and the shareholders' meeting
considering the request of the promoter(s) seeking reclassification.
(iii)
the request of the promoter(s) seeking
reclassification has been approved in the general meeting by an ordinary
resolution in which the promoter(s) seeking reclassification and the persons
related to him/her/it have not voted to approve such reclassification request:
Provided
that the provisions of this subclause shall not apply in cases:
(a)
where the promoter(s) seeking
reclassification and persons related to the promoter(s) seeking
reclassification, together, do not hold more than one percent of the total
voting rights in the listed entity;
(b)
where reclassification is pursuant to
a divorce.]
(b)
the promoter(s) seeking
reclassification and persons related to the promoter(s) seeking
reclassification shall not:
(i)
together, hold more than ten percent
of the total voting rights in the listed entity;
(ii)
exercise control over the affairs of
the listed entity directly or indirectly;
(iii)
have any special rights with respect
to the listed entity through formal or informal arrangements including through
any shareholder agreements;
(iv)
be represented on the board of
directors (including not having a nominee director) of the listed entity;
(v)
act as a [key
managerial personnel] in the listed entity;
(vi)
be a 'wilful defaulter' as per the
Reserve Bank of India Guidelines;
(vii)
be a fugitive economic offender.
(c)
the listed entity shall:
(i)
be compliant with the requirement for
minimum public shareholding as required under regulation 38 of these
regulations;
(ii)
not have trading in its shares
suspended by the stock exchanges;
(iii)
not have any outstanding dues to the
Board, the stock exchanges or the depositories.
(4) The promoter(s)
seeking reclassification, subsequent to reclassification as public, shall
comply with the following conditions:
(a)
he [/she]
shall continue to comply with conditions mentioned at subclauses (i), (ii) and
(iii) of clause (b) of subregulation 3 as specified above at all times from the
date of such reclassification failing which, he shall automatically be
reclassified as promoter/ persons belonging to promoter group, as applicable;
(b)
he [/she]
shall comply with conditions mentioned at subclauses (iv) and (v) of clause (b)
of subregulation 3 for a period of not less than three years from the date of
such reclassification failing which, he shall automatically be reclassified as
promoter/ persons belonging to promoter group, as applicable.
(5) If any public
shareholder seeks to reclassify itself as promoter, it shall be required to
make an open offer in accordance with the provisions of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
(6) In case of
transmission, succession, inheritance and gift of shares held by a promoter/
person belonging to the promoter group:
(a)
immediately on such event, the
recipient of such shares shall be classified as a promoter/ person belonging to
the promoter group, as applicable.
(b)
subsequently, in case the recipient
classified as a promoter/person belonging to the promoter group proposes to
seek reclassification of status as public, it may do so subject to compliance
with conditions specified in subregulation (3) above.
(c)
in case of death of a promoter/person
belonging to the promoter group, such person shall automatically cease to be
included as a promoter/person belonging to the promoter group.
(7) A listed entity
shall be considered as 'listed entity with no promoters' if due to
reclassification or otherwise, the entity does not have any promoter;
(8) The following
events shall deemed to be material events and shall be disclosed by the listed
entity to the stock exchanges as soon as reasonably possible and not later than
twenty four hours from the occurrence of the event:
(a)
receipt of request for
reclassification by the listed entity from the promoter(s) seeking
reclassification;
(b)
minutes of the board meeting
considering such request which would include the views of the board on the
request;
(c)
submission of application for
reclassification of status as promoter/public by the listed entity to the stock
exchanges;
(d)
decision of the stock exchanges on
such application as communicated to the listed entity;
[(9) The provisions of subregulations (3), (4) and clauses
(a) and (b) of subregulation (8) of this regulation shall not apply if
reclassification of promoter(s) is as per the resolution plan approved under
section 31 of the Insolvency Code or pursuant to an order of a Regulator under
any law subject to the condition that such promoter(s) seeking reclassification
shall not remain in control of the listed entity.]]
[(10) In case of reclassification pursuant to an open offer
or a scheme of arrangement, the provisions of clause (a) of subregulation (3)
and clauses (a) and (b) of subregulation (8) of this regulation shall not apply
if the intent of the erstwhile promoter(s) to reclassify has been disclosed in
the letter of offer or scheme of arrangement:
Provided
that the provisions of clause (c)(i) of subregulation (3) of this regulation
shall not apply in case of reclassification pursuant to an open offer.]
Regulation - [31B. Special rights to shareholders.
(1)
Any special right granted to the
shareholders of a listed entity shall be subject to the approval by the
shareholders in a general meeting by way of a special resolution once in every
five years starting from the date of grant of such special right:
Provided
that the special rights available to the shareholders of a listed entity as on
the date of coming into force of this regulation shall be subject to the
approval by shareholders by way of a special resolution within a period of five
years from the date of coming into force of this regulation:
Provided
further that the requirement specified in this regulation shall not be
applicable to the special rights made available by a listed entity to a
financial institution registered with or regulated by the Reserve Bank of India
under a lending arrangement in the normal course of business or to a debenture
trustee registered with the Board under a subscription agreement for the
debentures issued by the listed entity, if such financial institution or the
debenture trustee becomes a shareholder of the listed entity as a consequence
of such lending arrangement or subscription agreement for the debentures.]
Regulation - 32. Statement of deviation(s) or variation(s).
(1)
The listed entity shall submit to the
stock exchange the following statement(s) on a quarterly basis for public
issue, rights issue, preferential issue etc.,
(a)
indicating deviations, if any, in the
use of proceeds from the objects stated in the offer document or explanatory
statement to the notice for the general meeting, as applicable;
(b)
indicating category wise variation
(capital expenditure, sales and marketing, working capital etc.) between
projected utilisation of funds made by it in its offer document or explanatory
statement to the notice for the general meeting, as applicable and the actual
utilisation of funds.
(2)
The statement(s) specified in
subregulation (1), shall be continued to be given till such time the issue
proceeds have been fully utilised or the purpose for which these proceeds were
raised has been achieved.
(3)
The statement(s) specified in
subregulation (1), shall be placed before the audit committee for review and
after such review, shall be submitted to the stock exchange(s).
(4)
The listed entity shall furnish an
explanation for the variation specified in subregulation (1), in the directors'
report in the annual report.
(5)
The listed entity shall prepare an
annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice, certified by the statutory auditors of the
listed entity, and place it before the audit committee till such time the full
money raised through the issue has been fully utilized.
(6)
Where the listed entity has appointed
a monitoring agency to monitor utilisation of proceeds of a [public
issue or rights issue or preferential issue or qualified institutions
placement], the listed entity shall submit to the stock exchange(s) any
comments or report received from the monitoring agency [within
fortyfive days from the end of each quarter].
(7)
Where the listed entity has appointed
a monitoring agency to monitor the utilisation of proceeds of a public or
rights issue, the monitoring report of such agency shall be placed before the
audit committee on [a
quarterly basis], promptly upon its receipt.
[Explanation. For
the purpose of subregulations (6) and (7), "monitoring agency" shall
mean the monitoring agency as specified in the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018.]
[(7A) Where an entity has raised funds through preferential
allotment or qualified institutions placement, the listed entity shall disclose
every year, the utilization of such funds during that year in its Annual Report
until such funds are fully utilized.]
(8)
For the purpose of this regulation,
any reference to "quarterly/quarter" in case of listed entity which
have listed their specified securities on SME Exchange shall respectively be
read as "half yearly/half year".
Regulation - 33. Financial results.
(1)
While preparing financial results, the
listed entity shall comply with the following:
(a)
The financial results shall be
prepared on the basis of accrual accounting policy and shall be in accordance
with uniform accounting practices adopted for all the periods.
(b)
The quarterly and year to date results
shall be prepared in accordance with the recognition and measurement principles
laid down in Accounting Standard 25 or Indian Accounting Standard 31 (AS
25/Ind. AS 34Interim Financial Reporting), as applicable, specified in Section
133 of the Companies Act, 2013 read with relevant rules framed thereunder or as
specified by the Institute of Chartered Accountants of India, whichever is
applicable.
(c)
The standalone financial results and
consolidated financial results shall be prepared as per Generally Accepted
Accounting Principles in India:
Provided
that in addition to the above, the listed entity may also submit the financial
results, as per the International Financial Reporting Standards notified by the
International Accounting Standards Board.
(d)
The listed entity shall ensure that
the limited review or audit reports submitted to the stock exchange(s) on a
quarterly or annual basis are to be given only by an auditor who has subjected
himself [/herself]
to the peer review process of Institute of Chartered Accountants of India and holds
a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
(e)
The listed entity shall make the
disclosures specified in Part A of Schedule IV.
(2)
The approval and authentication of the
financial results shall be done by listed entity in the following manner:
(a)
The quarterly financial results
submitted shall be approved by the board of directors:
Provided
that while placing the financial results before the board of directors, the
chief executive officer and chief financial officer of the listed entity shall
certify that the financial results do not contain any false or misleading
statement or figures and do not omit any material fact which may make the
statements or figures contained therein misleading.
(b)
The financial results submitted to the
stock exchange shall be signed by the chairperson or managing director, or a
whole time director or in the absence of all of them; it shall be signed by any
other director of the listed entity who is duly authorized by the board of
directors to sign the financial results.
(c)
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).
(d)
The annual audited financial results
shall be approved by the board of directors of the listed entity and shall be
signed in the manner specified in clause (b) of subregulation (2).
(3)
The listed entity shall submit the
financial results in the following manner:
(a)
The listed entity shall submit
quarterly and yeartodate standalone financial results to the stock exchange
within fortyfive days of end of each quarter, other than the last quarter.
(b)
In case the listed entity has
subsidiaries, in addition to the requirement at clause (a) of subregulation
(3), the listed entity [shall]
also submit quarterly/yeartodate consolidated financial results [.]
[(i) and (ii) ***]
(c)
The quarterly and yeartodate financial
results may be either audited or unaudited subject to the following:
(i)
In case the listed entity opts to
submit unaudited financial results, they shall be subject to limited review by
the statutory auditors of the listed entity and shall be accompanied by the
limited review report.
Provided
that in case of public sector undertakings this limited review may be
undertaken by any practicing Chartered Accountant.
(ii)
In case the listed entity opts to
submit audited financial results, they shall be accompanied by the audit
report.
(d)
The listed entity shall submit [annual]
audited standalone financial results for the financial year, within sixty days
from the end of the financial year along with the audit report and [Statement
on Impact of Audit Qualifications (applicable only] (for audit report with
modified opinion):
Provided
that if the listed entity has subsidiaries, it shall, while submitting annual
audited standalone financial results also submit annual audited consolidated
financial results along with the audit report and [Statement
on Impact of Audit Qualifications (applicable only] (for audit report with
modified opinion) [:]
[Provided further that, in case of audit reports with
unmodified opinion(s), the listed entity shall furnish a declaration to that
effect to the Stock Exchange(s) while publishing the annual audited financial
results.]
(e)
The listed entity shall also submit
the audited [or
limited reviewed] financial results in respect of the last quarter alongwith
the results for the entire financial year, with a note stating that the figures
of last quarter are the balancing figures between audited figures in respect of
the full financial year and the published yeartodate figures upto the third
quarter of the current financial year.
(f)
The listed entity shall also submit as
part of its standalone or consolidated financial results for the half year, by
way of a note, a statement of assets and liabilities as at the end of the
halfyear.
[(g) The listed entity shall also submit as part of its
standalone and consolidated financial results for the half year, by way of a
note, statement of cash flows for the halfyear.
(h) The listed entity shall ensure that, for the purposes
of quarterly consolidated financial results, at least eighty percent of each of
the consolidated revenue, assets and profits, respectively, shall have been
subject to audit or in case of unaudited results, subjected to limited review.
(i) The listed entity shall disclose, in the results for
the last quarter in the financial year, by way of a note, the aggregate effect
of material adjustments made in the results of that quarter which pertain to
earlier periods.]
[(j) The listed entity shall, subsequent to the listing,
submit its financial results for the quarter or the financial year immediately
succeeding the period for which the financial statements have been disclosed in
the offer document for the initial public offer, in accordance with the
timeline specified in clause (a) or clause (d) of this subregulation, as the
case may be, or within 21 days from the date of its listing, whichever is
later.]
(4)
The applicable formats of the
financial results and [Statement
on Impact of Audit Qualifications (for audit report with modified opinion]
shall be in the manner as specified by the Board [***].
(5)
For the purpose of this regulation,
any reference to "quarterly/quarter" in case of listed entity which
has listed their specified securities on SME Exchange shall be respectively read
as "half yearly/half year" and the requirement of submitting
'yeartodate' financial results shall not be applicable for a listed entity
which has listed their specified securities on SME Exchange.
(6)
[***]
(7)
[***]
[(8) The statutory auditor of a listed entity shall
undertake a limited review of the audit of all the entities/ companies whose
accounts are to be consolidated with the listed entity as per AS 21 in
accordance with guidelines issued by the Board on this matter.]
Regulation - 34. Annual Report.
[(1) The listed entity shall submit to the stock exchange
and publish on its website
(a)
a copy of the annual report sent to
the shareholders along with the notice of the annual general meeting not later
than the day of commencement of dispatch to its shareholders;
(b)
in the event of any changes to the
annual report, the revised copy along with the details of and explanation for
the changes shall be sent not later than 48 hours after the annual general
meeting.]
(2) The annual report shall contain the following:
(a)
audited financial statements i.e.
balance sheets, profit and loss accounts etc [,
and Statement on Impact of Audit Qualifications as stipulated in regulation
33(3)(d), if applicable;]
(b)
consolidated financial statements
audited by its statutory auditors;
(c)
cash flow statement presented only
under the indirect method as prescribed in Accounting Standard3 or Indian
Accounting Standard 7, as applicable, specified in Section 133 of the Companies
Act, 2013 read with relevant rules framed thereunder or as specified by the
Institute of Chartered Accountants of India, whichever is applicable;
(d)
directors report;
(e)
management discussion and analysis
report either as a part of directors
report or addition thereto;
[(f) for the top one thousand listed entities based on
market capitalization, a Business Responsibility and Sustainability Report on
the environmental, social and governance disclosures, in the format as may be
specified by the Board from time to time:
Provided
that the assurance of the Business Responsibility and Sustainability Report
Core shall be obtained, with effect from and in the manner as may be specified
by the Board from time to time:
Provided
further that the listed entities shall also make disclosures and obtain
assurance as per the Business Responsibility and Sustainability Report Core for
their value chain, with effect from and in the manner as may be specified by
the Board from time to time:
Provided
further that the remaining listed entities, including the entities which have
listed their specified securities on the SME Exchange, may voluntarily disclose
the Business Responsibility and Sustainability Report or may voluntarily obtain
the assurance of the Business Responsibility and Sustainability Report Core,
for themselves or for their value chain, as the case may be.
Explanation1:
For the purpose of this clause:
(i)
market capitalization shall be
calculated as on the 31st day of March of every financial year;
(ii)
Business Responsibility and
Sustainability Report Core shall comprise of such key performance indicators as
may be specified by the Board from time to time;
(iii)
"value chain" for the listed
entities shall be specified by the Board from time to time.]
(3) The annual
report shall contain any other disclosures specified in Companies Act, 2013
along with other requirements as specified in Schedule V of these regulations.
Regulation - 35. Annual Information Memorandum.
The
listed entity shall submit to the stock exchange(s) an Annual Information
Memorandum in the manner specified by the Board from time to time.
Regulation - 36. Documents & Information to shareholders.
(1)
The listed entity shall send the
annual report in the following manner to the shareholders:
(a)
Soft copies of full annual report to
all those shareholder(s) who have registered their email address(es) [either
with the listed entity or with any depository];
(b)
Hard copy of statement containing the
salient features of all the documents, as prescribed in Section 136 of
Companies Act, 2013 or rules made thereunder to those shareholder(s) who have
not so registered;
(c)
Hard copies of full annual reports to
those shareholders, who request for the same.
(2)
The listed entity shall send annual
report referred to in subregulation (1), to the holders of securities, not less
than twentyone days before the annual general meeting.
(3)
In case of the appointment of a new
director or reappointment of a director the shareholders must be provided with
the following information:
(a)
a brief resume of the director;
(b)
nature of [***]
expertise in specific functional areas;
(c)
disclosure of relationships between
directors interse;
(d)
names of listed entities in which the
person also holds the directorship and the membership of Committees of the
board [along
with listed entities from which the person has resigned in the past three
years]; and
(e)
shareholding of nonexecutive
directors [in
the listed entity, including shareholding as a beneficial owner].
[(f) In case of independent directors, the skills and
capabilities required for the role and the manner in which the proposed person
meets such requirements.]
[(4) The disclosures made by the listed entity with
immediate effect from date of notification of these amendments
(a)
to the stock exchanges shall be in
XBRL format in accordance with the guidelines specified by the stock exchanges
from time to time; and
(b)
to the stock exchanges and on its
website, shall be in a format that allows users to find relevant information
easily through a searching tool:
Provided
that the requirement to make disclosures in searchable formats shall not apply
in case there is a statutory requirement to make such disclosures in formats
which may not be searchable, such as copies of scanned documents.
(5) The notice
being sent to shareholders for an annual general meeting, where the statutory
auditor(s) is/are proposed to be appointed/reappointed shall include the
following disclosures as a part of the explanatory statement to the notice:
(a)
Proposed fees payable to the statutory
auditor(s) along with terms of appointment and in case of a new auditor, any
material change in the fee payable to such auditor from that paid to the
outgoing auditor along with the rationale for such change;
(b)
Basis of recommendation for
appointment including the details in relation to and credentials of the
statutory auditor(s) proposed to be appointed.]
Regulation - 37. Draft Scheme of Arrangement & Scheme of Arrangement.
(1)
Without prejudice to provisions of
regulation 11, the listed entity desirous of undertaking a scheme of
arrangement or involved in a scheme of arrangement, shall file the draft scheme
of arrangement, proposed to be filed before any Court or Tribunal under
sections 391394 and 101 of the Companies Act, 1956 or under Sections 230234 and
Section 66 of Companies Act, 2013, whichever applicable, [along
with a nonrefundable fee as specified in Schedule XI,] with the stock
exchange(s) for obtaining [the]
Noobjection letter, before filing such scheme with any Court or Tribunal, in
terms of requirements specified by the Board or stock exchange(s) from time to
time.
(2)
The listed entity shall not file any
scheme of arrangement under sections 391394 and 101 of the Companies Act, 1956
or under Sections 230234 and Section 66 of Companies Act, 2013, whichever
applicable, with any Court or Tribunal unless it has obtained [the]
Noobjection letter from the stock exchange(s).
(3)
The listed entity shall place
the [***]
Noobjection letter of the stock exchange(s) before the Court or Tribunal at the
time of seeking approval of the scheme of arrangement:
Provided
that the validity of the [***]
Noobjection letter of stock exchanges shall be six months from the date of
issuance, within which the draft scheme of arrangement shall be submitted to
the Court or Tribunal.
(4)
The listed entity shall ensure
compliance with the other requirements as may be prescribed by the Board from
time to time.
(5)
Upon sanction of the Scheme by the
Court or Tribunal, the listed entity shall submit the documents, to the stock
exchange(s), as prescribed by the Board and/or stock exchange(s) from time to
time.
[(6) Nothing contained in this regulation shall apply to
draft schemes which solely provide for merger of a wholly owned subsidiary with
its holding company:
Provided
that such draft schemes shall be filed with the stock exchanges for the purpose
of disclosures.]
(7) The
requirements as specified under this regulation and under regulation 94 of
these regulations shall not apply to a restructuring proposal approved as part
of a resolution plan by the Tribunal under section 31 of the Insolvency Code,
subject to the details being disclosed to the recognized stock exchanges within
one day of the resolution plan being approved.
Regulation - [37A. Sale, lease or disposal of an undertaking outside Scheme of Arrangement
(1)
A listed entity carrying out sale,
lease or otherwise disposal of the whole or substantially the whole of the
undertaking of such entity or where it owns more than one undertaking, of the
whole or substantially the whole of any of such undertakings, shall
(a)
take prior approval of shareholders by
way of special resolution;
(b)
disclose the object of and commercial
rationale for carrying out such sale, lease or otherwise disposal of the whole
or substantially the whole of the undertaking of the entity, and the use of
proceeds arising therefrom, in the statement annexed to the notice to be sent
to the shareholders:]
Provided
that such a special resolution shall be acted upon only if the votes cast by
the public shareholders in favour of the resolution exceed the votes cast by
such public shareholders against the resolution:
Provided
further that no public shareholder shall vote on the resolution if he is a
party, directly or indirectly, to such sale, lease or otherwise disposal of the
whole or substantially the whole of the undertaking of the listed entity.
Explanation.
For the purposes of this regulation, the terms "undertaking" and
"substantially the whole of the undertaking" shall have the same
meaning as assigned to them under clause (a) of sub section (1) of section 180 of
the Companies Act, 2013.
(2)
The requirement as specified in
subregulation (1) shall not be applicable for sale, lease or otherwise disposal
of the whole or substantially the whole of the undertaking by a listed entity
to its wholly owned subsidiary whose accounts are consolidated with such listed
entity:
Provided
that prior to such wholly owned subsidiary selling, leasing or otherwise
disposing of the whole or substantially the whole of the undertaking received
from a listed entity, whether in whole or in part, to any other entity, such
listed entity shall comply with the requirements specified in sub regulation
(1):
Provided
further that the listed entity shall comply with the requirements specified in
subregulation (1) before diluting its shareholding below hundred percent in its
wholly owned subsidiary to which the whole or substantially the whole of the
undertaking of such listed entity was transferred.
Explanation:
The provisions of this regulation shall not be applicable where sale, lease or
otherwise disposal of the whole or substantially the whole of the undertaking
of a listed entity is by virtue of a covenant covered under an agreement with a
financial institution regulated by or registered with the Reserve Bank of India
or with a Debenture Trustee registered with the Board.]
Regulation - 38. Minimum Public Shareholding.
The
listed entity shall comply with the minimum public shareholding requirements
specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation)
Rules, 1957 in the manner as specified by the Board from time to time:
Provided
that provisions of this regulation shall not apply to entities listed on [Innovators
Growth Platform] without making a public issue.
Regulation - 39. Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
(1)
The listed entity shall comply with
Rule 19(3) of Securities Contract (Regulations) Rules, 1957 in respect of
Letter/Advices of Allotment, Acceptance or Rights, transfers, subdivision,
consolidation, renewal, exchanges, issuance of duplicates thereof or any other
purpose.
(2)
The listed entity shall [effect
issuance of] certificates or receipts or advices, as applicable, of
subdivision, split, consolidation, renewal, exchanges, endorsements, issuance
of duplicates thereof or issuance of new certificates or receipts or advices,
as applicable, in cases of loss or old decrepit or worn out certificates or
receipts or advices, as applicable [in
dematerialised form] within a period of thirty days from the date of such
judgment.
(3)
The listed entity shall submit
information regarding loss of share certificates and issue of the duplicate
certificates, to the stock exchange within two days of its getting information.
(4)
The listed entity shall comply with
the procedural requirements specified in Schedule VI while dealing with
securities issued pursuant to the public issue or any other issue, physical or
otherwise, which remain unclaimed and/or are lying in the escrow account, as
applicable.
Regulation - 40. Transfer or transmission or transposition of securities.
(1)
Save as otherwise specified in
provisions of securities laws or Companies Act, 2013 and rules made thereunder,
the listed entity shall also comply with the requirements as specified in this
regulation for effecting transfer of securities:
[Provided that requests for effecting transfer of
securities shall not be processed unless the securities are held in the
dematerialised form with a depository:
Provided
further that transmission or transposition of securities held in physical or
dematerialised form shall be effected only in dematerialised form.]
(2)
The board of directors of a listed
entity may delegate the power of transfer of securities to a committee or to
compliance officer or to the registrar to an issue and/or share transfer
agent(s):
Provided
that the board of directors and/or the delegated authority shall attend to the
formalities pertaining to transfer of securities at least once in a fortnight:
Provided
further that the delegated authority shall report on transfer of securities to
the board of directors in each meeting.
(3)
On receipt of proper documentation,
the listed entity shall register transfers of its securities in the name of the
transferee(s) and issue certificates or receipts or advices, as applicable, of
transfers; or issue any valid objection or intimation to the transferee or
transferor, as the case may be, within a period of fifteen days from the date
of such receipt of request for transfer:
Provided
that the listed entity shall ensure that transmission requests are
processed [***]
within seven days [***],
after receipt of the specified documents:
Provided
further that proper verifiable dated records of all correspondence with the
investor shall be maintained by the listed entity.
(4)
The listed entity shall not register
transfer when any statutory prohibition or any attachment or prohibitory order
of a competent authority restrains it from transferring the securities from the
name of the transferor(s).
(5)
The listed entity shall not register
the transfer of its securities in the name of the transferee(s) when the
transferor(s) objects to the transfer:
Provided
that the transferor serves on the listed entity, within sixty working days of
raising the objection, a prohibitory order of a Court of competent
jurisdiction.
(6)
The listed entity shall not decline
to, register or acknowledge any transfer of shares, on the ground of the
transferor(s) being either alone or jointly with any other person or persons
indebted to the listed entity on any account whatsoever.
(7)
The listed entity shall comply with
all procedural requirements as specified in Schedule VII with respect to
transfer [and
transmission] of securities.
(8)
In case the listed entity has not
effected transfer of securities within fifteen days or where the listed entity
has failed to communicate to the transferee(s) any valid objection to the
transfer, within the stipulated time period of fifteen days, the listed entity
shall compensate the aggrieved party for the opportunity losses caused during
the period of the delay:
Provided
that during the intervening period on account of delay in transfer above, the
listed entity shall provide all benefits, which have accrued, to the holder of
securities in terms of provisions of Section 126 of Companies Act, 2013, and
Section 27 of the Securities Contracts (Regulation) Act, 1956:
[****]
(9)
The listed entity shall ensure that
the share transfer agent and/or the inhouse share transfer facility, as the
case may be, produces a certificate from a practicing company secretary
within [thirty
days from] the end of [***]
the financial year, certifying that all certificates have been issued within
thirty days of the date of judgment for transfer, subdivision, consolidation,
renewal, exchange or endorsement of calls/allotment monies.
(10)
The listed entity shall ensure that
certificate mentioned at subregulation (9), shall be filed with the stock
exchange(s) simultaneously.
(11)
In addition to transfer of securities,
the provisions of this regulation shall also apply to the following:
(a)
deletion of name of the deceased
holder(s) of securities, where the securities are held in the name of two or
more holders of securities;
(b)
transmission of securities to the
legal heir(s), where deceased holder of securities was the sole holder of
securities;
(c)
transposition of securities, when
there is a change in the order of names in which physical securities are held
jointly in the names of two or more holders of securities.
Regulation - 41. Other provisions relating to securities.
(1)
The listed entity shall not exercise a
lien on its fully paid shares and that in respect of partly paid shares it
shall not exercise any lien except in respect of moneys called or payable at a
fixed time in respect of such shares.
(2)
The listed entity shall, in case of
any amount to be paid in advance of calls on any shares stipulate that such
amount may carry interest but shall not in respect thereof confer a right to
dividend or to participate in profits.
[(3) The listed entity shall not issue shares in any manner
that may confer on any person; superior or inferior rights as to dividend
visavis the rights on equity shares that are already listed or inferior voting
rights visavis the rights on equity shares that are already listed:
Provided
that, a listed entity having SR equity shares issued to its promoters/founders,
may issue SR equity shares to its SR shareholders only through a bonus, split
or rights issue in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and the Companies Act, 2013.]
(4) The listed entity shall, issue or offer in the first
instance all shares (including forfeited shares), securities, rights,
privileges and benefits to subscribe pro rata basis, to the equity shareholders
of the listed entity, unless the shareholders in the general meeting decide
otherwise.
(5) Unless the terms of issue otherwise provide, the listed
entity shall not select any of its listed securities for redemption otherwise
than on prorata basis or by lot.
Regulation - [41A.Other provisions relating to outstanding SR equity shares.
(1)
The SR equity shares shall be treated
at par with the ordinary equity shares in every respect, including dividends,
except in the case of voting on resolutions.
(2)
The total voting rights of SR
shareholders (including ordinary shares) in the issuer upon listing, pursuant
to an initial public offer, shall not at any point of time exceed seventy four
per cent.]
(3)
The SR equity shares shall be treated
as ordinary equity shares in terms of voting rights (i.e. one SR share shall
only have one vote) in the following circumstances.
(i)
appointment or removal of independent
directors and/or auditor;
(ii)
where a promoter is willingly
transferring control to another entity;
(iii)
related party transactions in terms of
these regulations involving an SR shareholder;
(iv)
voluntary winding up of the listed
entity;
(v)
changes to the Articles of Association
or Memorandum of Association of the listed entity, except any change affecting
the SR equity share;
(vi)
initiation of a voluntary resolution
process under the Insolvency Code;
(vii)
utilization of funds for purposes
other than business;
(viii)
substantial value transaction based on
materiality threshold as specified under these regulations;
(ix)
passing of special resolution in
respect of delisting or buyback of shares; and
(x)
other circumstances or subject matter
as may be specified by the Board, from time to time.
(4)
The SR equity shares shall be
converted into equity shares having voting rights same as that of ordinary
shares on the fifth anniversary of listing of ordinary shares of the listed
entity:
Provided
that the SR equity shares may be valid for upto an additional five years, after
a resolution to that effect has been passed, where the SR shareholders have not
been permitted to vote:
Provided
further that the SR shareholders may convert their SR equity shares into ordinary
equity shares at any time prior to the period as specified in this
subregulation.
(5)
The SR equity shares shall be
compulsorily converted into equity shares having voting rights same as that of
ordinary shares on the occurrence of any of the following events;
(i)
demise of the promoter(s) or founder
holding such shares;
(ii)
an SR shareholder resigns from the
executive position in the listed entity;
(iii)
merger or acquisition of the listed
entity having SR shareholder/s, where the control would no longer remain with
the SR shareholder/s;
(iv)
the SR equity shares are sold by an SR
shareholder who continues to hold such shares after the lockin period but prior
to the lapse of validity of such SR equity shares.]
Regulation - 42. Record Date or Date of closure of transfer books.
(1)
The listed entity shall intimate the
record date [for
the following events to all the stock exchange(s) where it is listed or where
stock derivatives are available on the stock of the listed entity or where
listed entity's stock form part of an index on which derivatives are
available:]
(a)
declaration of dividend;
(b)
issue of right or bonus shares;
(c)
issue of shares for conversion of
debentures or any other convertible security;
(d)
shares arising out of rights attached
to debentures or any other convertible security
[(e) corporate actions like mergers, demergers, splits,
etc;]
(f) such other purposes as may be specified by the stock
exchange(s).
(2)
The listed entity shall give notice in
advance of atleast seven working days (excluding the date of intimation and the
record date) to stock exchange(s) of record date specifying the purpose of the
record date.
[Provided that in the case of rights issues, the listed
entity shall give notice in advance of atleast three working days (excluding
the date of intimation and the record date).]
(3)
The listed entity shall recommend or
declare all dividend and/or cash bonuses at least five working days (excluding
the date of intimation and the record date) before the record date fixed for
the purpose.
(4)
The listed entity shall ensure the
time gap of at least thirty days between two record dates.
(5)
For securities held in physical form,
the listed entity may, announce dates of closure of its transfer books in place
of record date for complying with requirements as specified in subregulations
(1) to (4):
Provided
that the listed entity shall ensure that there is a time gap of atleast thirty
days between two dates of closure of its transfer books.
Regulation - 43. Dividends.
(1)
The listed entity shall declare and
disclose the dividend on per share basis only.
(2)
The listed entity shall not forfeit
unclaimed dividends before the claim becomes barred by law and such forfeiture,
if effected, shall be annulled in appropriate cases.
Regulation - 43A.[Dividend Distribution Policy.
(1)
The top [1000]
listed entities based on market capitalization (calculated as on March 31 of
every financial year) shall formulate a dividend distribution policy which
shall be disclosed [on
the website of the listed entity and a weblink shall also be provided in their
annual reports].
(2)
The dividend distribution policy shall
include the following parameters:
(a)
the circumstances under which the
shareholders of the listed entities may or may not expect dividend;
(b)
the financial parameters that shall be
considered while declaring dividend;
(c)
internal and external factors that
shall be considered for declaration of dividend;
(d)
policy as to how the retained earnings
shall be utilized; and
(e)
parameters that shall be adopted with
regard to various classes of shares:
Provided
that if the listed entity proposes to declare dividend on the basis of
parameters in addition to clauses (a) to (e) or proposes to change such
additional parameters or the dividend distribution policy contained in any of
the parameters, it shall disclose such changes along with the rationale for the
same in its annual report and on its website.
[(3) The listed entities other than those specified at
subregulation (1) of this regulation may disclose their dividend distribution
policies on a voluntary basis on their websites and provide a weblink in their
annual reports.]]
Regulation - 44.[Meetings of shareholders and voting][250].
(1)
The listed entity shall provide the
facility of remote evoting facility to its shareholders, in respect of all
shareholders' resolutions.
(2)
The evoting facility to be provided to
shareholders in terms of subregulation (1), shall be provided in compliance
with the conditions specified under the Companies (Management and
Administration) Rules, 2014, or amendments made thereto.
(3)
The listed entity shall submit to the
stock exchange, within [two
working days] of conclusion of its General Meeting, details regarding the
voting results in the format specified by the Board.
(4)
The listed entity shall send proxy
forms to holders of securities in all cases mentioning that a holder may vote
either for or against each resolution.
[(5) The top 100 listed entities by market capitalization,
determined as on March 31st of every financial year, shall hold their annual
general meetings within a period of five months from the date of closing of the
financial year.
(6) The top 100 listed entities shall provide oneway live
webcast of the proceedings of the annual general meetings.
Explanation:
The top 100 entities shall be determined on the basis of market capitalisation,
as at the end of the immediate previous financial year.]
Regulation - 45. Change in name of the listed entity.
(1)
The listed entity shall be allowed to
change its name subject to compliance with the following conditions:
(a)
a time period of at least one year has
elapsed from the last name change;
(b)
at least fifty percent of the total
revenue in the preceding one year period has been accounted for by the new
activity suggested by the new name; or
(c)
the amount invested in the new
activity/project is atleast fifty percent of the assets of the listed entity:
Provided
that if any listed entity has changed its activities which are not reflected in
its name, it shall change its name in line with its activities within a period
of six months from the change of activities in compliance of provisions as
applicable to change of name prescribed under Companies Act, 2013.
Explanation.
For the purpose of this regulation,
(i)
'assets' of the listed entity means
the sum of fixed assets, advances, works in Progress/Inventories, investments,
trade receivables, cash & cash equivalents;
(ii)
'advances' shall include only those
amounts extended to contractors and suppliers towards execution of project, specific
to new activity as reflected in the new name.
(2)
On satisfaction of conditions at
subregulation (1), the listed entity shall file an application for name
availability with Registrar of Companies.
(3)
[Upon compliance with the conditions for change of name
laid down in Companies Act, 2013 and rules made thereunder, the listed entity,
in the explanatory statement to the notice seeking shareholders' approval for
change in name, shall include a certificate from a practicing chartered
accountant stating compliance with conditions provided in subregulation (1).]
Regulation - 46. Website.
(1)
The listed entity shall maintain a
functional website containing the basic information about the listed entity.
(2)
The listed entity shall disseminate
the following information [under
a separate section on its website]:
(a)
details of its business;
(b)
terms and conditions of appointment of
independent directors;
(c)
composition of various committees of
board of directors;
(d)
code of conduct of board of directors
and senior management personnel;
(e)
details of establishment of vigil
mechanism/Whistle Blower policy;
(f)
criteria of making payments to
nonexecutive directors, if the same has not been disclosed in annual report;
(g)
policy on dealing with related party
transactions;
(h)
policy for determining 'material'
subsidiaries;
(i)
details of familiarization programmes
imparted to independent directors including the following details:
(i)
number of programmes attended by
independent directors (during the year and on a cumulative basis till date),
(ii)
number of hours spent by independent
directors in such programmes (during the year and on cumulative basis till
date), and
(iii)
other relevant details
(j)
the email address for grievance
redressal and other relevant details;
(k)
contact information of the designated
officials of the listed entity who are responsible for assisting and handling
investor grievances;
(l)
financial information including:
(i)
notice of meeting of the board of
directors where financial results shall be discussed;
(ii)
financial results, on conclusion of the
meeting of the board of directors where the financial results were approved;
(iii)
complete copy of the annual report
including balance sheet, profit and loss account, directors report, corporate
governance report etc;
(m)
shareholding pattern;
(n)
details of agreements entered into
with the media companies and/or their associates, etc;
[(o) Schedule of analysts or institutional investors
meet [at
least two working days in advance (excluding the date of the intimation and the
date of the meet)] and presentations made by the listed entity to analysts or
institutional investors.
Explanation:
For the purpose of this clause 'meet' shall mean group meetings or group
conference calls conducted physically or through digital means.]
[(oa) Audio or video recordings and transcripts of post
earnings/quarterly calls, by whatever name called, conducted physically or
through digital means, simultaneously with submission to the recognized stock
exchange(s), in the following manner:
(i)
the presentation and the audio/video
recordings shall be promptly made available on the website and in any case,
before the next trading day or within twentyfour hours from the conclusion of
such calls, whichever is earlier;
(ii)
the transcripts of such calls shall be
made available on the website within five working days of the conclusion of
such calls:
Provided
that
(a)
The information under subclause (i)
shall be hosted on the website of the listed entity for a minimum period of
five years and thereafter as per the archival policy of the listed entity, as disclosed
on its website.
(b)
The information under subclause (ii)
shall be hosted on the website of the listed entity and preserved in accordance
with clause (a) of regulation 9.
The
requirement for disclosure(s) of audio/video recordings and transcript shall be
voluntary with effect from April 01, 2021 and mandatory with effect from April
01, 2022]
(p) new name and
the old name of the listed entity for a continuous period of one year, from the
date of the last name change;
(q) items in
subregulation (1) of regulation 47.
[(r) With effect from October 1, 2018, all credit ratings
obtained by the entity for all its outstanding instruments, updated immediately
as and when there is any revision in any of the ratings.
(s) separate
audited financial statements of each subsidiary of the listed entity in respect
of a relevant financial year, uploaded at least 21 days prior to the date of
the annual general meeting which has been called to inter alia consider
accounts of that financial year.]
[Provided that a listed entity, which has a subsidiary
incorporated outside India
(a)
where such subsidiary is statutorily
required to prepare consolidated financial statement under any law of the country
of its incorporation, the requirement of this proviso shall be met if
consolidated financial statement of such subsidiary is placed on the website of
the listed entity;
(b)
where such subsidiary is not required
to get its financial statement audited under any law of the country of its
incorporation and which does not get such financial statement audited, the
holding Indian listed entity may place such unaudited financial statement on
its website and where such financial statement is in a language other than
English, a translated copy of the financial statement in English shall also be
placed on the website.]
[(t) secretarial compliance report as per subregulation (2)
of regulation 24A of these regulations;
(u) disclosure of
the policy for determination of materiality of events or information required
under clause (ii), subregulation (4) of regulation 30 of these regulations;
(v) disclosure of
contact details of key managerial personnel who are authorized for the purpose
of determining materiality of an event or information and for the purpose of
making disclosures to stock exchange(s) as required under subregulation (5) of
regulation 30 of these regulations;
(w) disclosures
under subregulation (8) of regulation 30 of these regulations;
(x) statements of
deviation(s) or variation(s) as specified in regulation 32 of these
regulations;
(y) dividend
distribution policy by listed entities based on market capitalisation as
specified in subregulation (1) of regulation 43A;
(z) annual return
as provided under section 92 of the Companies Act, 2013 and the rules made
thereunder.]
(3)
(a) The listed entity shall ensure
that the contents of the website are correct.
(b)
The listed entity shall update any change in the content of its website within
two working days from the date of such change in content.
Regulation - 47. Advertisements in Newspapers.
(1)
The listed entity shall publish the
following information in the newspaper:
(a)
[***]
(b)
financial results, as specified in
regulation 33, alongwith the modified opinion(s) or reservation(s), if any,
expressed by the auditor:
Provided
that if the listed entity has submitted both standalone and consolidated
financial results, the listed entity shall publish consolidated financial
results alongwith (1) Turnover, (2) Profit before tax and (3) Profit after tax,
on a standalone basis, as a foot note; 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.
(c)
[***]
(d)
notices given to shareholders by
advertisement.
(2)
The listed entity shall give a
reference in the newspaper publication, in subregulation (1), to link of the
website of listed entity and stock exchange(s), where further details are
available.
(3)
The listed entity shall publish the
information specified in subregulation (1) in the newspaper simultaneously with
the submission of the same to the stock exchange(s).
Provided
that financial results at clause (b) of subregulation (1), shall be published
within 48 hours of conclusion of the meeting of board of directors at which the
financial results were approved.
(4)
The information at subregulation (1)
shall be published in at least one English language national daily newspaper
circulating in the whole or substantially the whole of India and in one daily
newspaper published in the language of the region, where the registered office
of the listed entity is situated:
Provided
that the requirements of this regulation shall not be applicable in case of
listed entities which have listed their specified securities on SME Exchange.
Regulation - 48. Accounting Standards.
The
listed entity shall comply with all the applicable and notified Accounting
Standards from time to time.
CHAPTER V
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NONCONVERTIBLE [***]
SECURITIES [***]
Regulation - 49. Applicability.
[(1) The provisions of this chapter shall apply only to a
listed entity which has listed its nonconvertible securities on a recognised
stock exchange in accordance with Securities and Exchange Board of India (Issue
and Listing of NonConvertible Securities) Regulations, 2021.]
[***]
[Explanation (1)For the purpose of this chapter, if the
listed entity has listed its nonconvertible redeemable preference shares,
perpetual noncumulative preference shares or instruments of nature similar to
perpetual noncumulative preference shares, the reference to "interest"
in this chapter shall be read as "dividend"]
[Explanation (2)For the purpose of this chapter,
"default" shall mean nonpayment of interest/dividend or principal
amount in full on the preagreed date and shall be recognized at the first
instance of delay in servicing of any interest/dividend or principal amount.]
Regulation - 50. Intimation to stock exchange(s).
[(1) The listed entity shall give prior intimation to the
stock exchange of at least two working days in advance, excluding the date of
the intimation and the date of the meeting of the board of directors, about the
Board meeting in which any of the following proposals is to be considered:]
[(2) The listed entity shall also intimate the stock
exchange not later than the date of commencement of dispatch of notices, in
case of:
(a)
any annual general meeting or
extraordinary general meeting that is proposed to be held for obtaining
shareholder approval for the proposals at clauses (c) and (d) under
subregulation (1) of this regulation;
(b)
any meeting of the holders of
nonconvertible securities in relation to the proposal at clause (e) of
subregulation (1) of this regulation.]
[***]
Regulation - 51. Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information.
(1)
The listed entity shall promptly
inform the stock exchange(s) of all information having bearing on the
performance/operation of the listed entity, price sensitive information or any
action that shall affect payment of interest or dividend [or
redemption of nonconvertible securities].
[Explanation: The expression 'promptly inform', shall imply
that the stock exchange shall be informed as soon as reasonably possible but
not later than twentyfour hours from the date of occurrence of the event or
receipt of information. In case the disclosure is made after twentyfour hours
of the date of occurrence of the event or receipt of information, the listed
entity shall, along with such disclosures provide an explanation for the
delay.]
(2)
Without prejudice to the generality of
subregulation(1), the listed entity who has [listed
nonconvertible securities] shall make disclosures as specified in Part B of
Schedule III.
[(3) The listed entity shall disclose on its website, all
such events or information which have been disclosed to the stock exchange(s)
under this regulation and such disclosures shall be hosted on the website of
the listed entity for a minimum period of five years and thereafter as per the
archival policy of the listed entity, as disclosed on its website."]
Regulation - 52. Financial Results.
[(1) The listed entity shall prepare and submit unaudited
or audited quarterly and year to date standalone financial results on a
quarterly basis in the format as specified by the Board within fortyfive days
from the end of the quarter, other than last quarter, to the 20ecognized stock
exchange(s):
[Provided that for the last quarter of the financial year,
the listed entity shall submit unaudited or audited quarterly and year to date
standalone financial results within sixty days from the end of the quarter to
the recognised stock exchange(s):]
Provided [further]
that in case of entities which have listed their debt securities, a copy of the
financial results submitted to stock exchanges shall also be provided to
Debenture Trustees on the same day [****].]
(2) The listed
entity shall comply with following requirements with respect to preparation,
approval, authentication and publication of annual and [The
quarterly] financial results:
(a)
Unaudited financial results shall be
accompanied by limited review report prepared by the statutory auditors of the
listed entity or in case of public sector undertakings, by any practising
Chartered Accountant, in the format as specified by the Board:
Provided
that if the listed entity intimates in advance to the stock exchange(s) that it
shall submit to the stock exchange(s) its annual audited results within sixty
days from the end of the financial year, unaudited financial results for the
last half year accompanied by limited review report by the auditors need not be
submitted to stock exchange(s).
(b)
Halfyearly results shall be taken on
record by the board of directors and signed by the managing director/executive
director.
(c)
The audited results for the year shall
be submitted to the recognised stock exchange(s) in the same format as is
applicable for [quarterly]
financial results.
[(d) The annual audited standalone and consolidated
financial results for the financial year shall be submitted to the stock exchange(s)
within sixty days from the end of the financial year along with the audit
report:
[Provided that issuers, which are required to be audited by
the Comptroller and Auditor General of India under applicable law, shall
submit:
(i)
unaudited financial results along with
the limited review report issued by the Comptroller and Auditor General of
India or an auditor appointed by the Comptroller and Auditor General of India
or a Practising Chartered Accountant, to the stock exchange(s), within sixty
days from the end of the financial year; and
(ii)
the financial results, audited by the
Comptroller and Auditor General of India, to the stock exchange(s), within nine
months from the end of the financial year.]]
(e) Modified opinion(s) in audit reports [/limited
review reports] that have a bearing on the interest payment/dividend payment
pertaining to nonconvertible [securities]/redemption
or principal repayment capacity of the listed entity shall be appropriately and
adequately addressed by the board of directors while publishing the accounts
for the said period.
[****]
[(2A) The listed entity shall submit a statement of assets
and liabilities and statement of cash flows as at the end of every half year,
by way of a note, along with the financial results.]
(3) (a) The annual audited financial results
shall be submitted along with the annual audit report and [Statement
on Impact of Audit Qualifications applicable only] for audit report with
modified opinion [)]
[:].
[Provided that, in case of audit reports with unmodified
opinion, the listed entity shall furnish a declaration to that effect to the
Stock Exchange(s) while publishing the annual audited financial results.]
(b) [***]
(c)
The listed entity shall on the direction issued by the Board, carry out the necessary
steps, for rectification of modified opinion and/or submission of revised
proforma financial results, in the manner specified in Schedule VIII.
(d)
The applicable [format]
of [Statement
on Impact of Audit Qualifications (for audit report with modified opinion]
shall be [in
the manner as] specified by the Board [***].
[(4) The listed entity, while submitting quarterly and
annual financial results, shall disclose the following line items along with
the financial results:
(a)
debtequity ratio;
(b)
debt service coverage ratio;
(c)
interest service coverage ratio;
(d)
outstanding redeemable preference
shares (quantity and value);
(e)
capital redemption reserve/debenture
redemption reserve;
(f)
net worth;
(g)
net profit after tax;
(h)
earnings per share:
(i)
current ratio;
(j)
long term debt to working capital;
(k)
bad debts to Account receivable ratio;
(l)
current liability ratio;
(m)
total debts to total assets;
(n)
debtors' turnover;
(o)
inventory turnover;
(p)
operating margin percent;
(q)
net profit margin percent:
Provided
that if the information mentioned in subregulation (4) above is not applicable
to the listed entity, it shall disclose such other ratio/equivalent financial
information, as may be required to be maintained under applicable laws, if
any.]
(5) [***]
(6) The listed entity which has listed its non convertible
redeemable preference shares shall make the following additional disclosures as
notes to financials:
(a)
[***]
(b)
free reserve as on the end of half
year;
(c)
securities premium account balance (if
redemption of redeemable preference share is to be done at a premium, such
premium may be appropriated from securities premium account):
Provided
that disclosure on securities premium account balance may be provided only in
the year in which non convertible redeemable preference shares are due for
redemption;
(d)
track record of dividend payment on
non convertible redeemable preference shares:
Provided
that in case the dividend has been deferred at any time, then the actual date
of payment shall be disclosed;
(e)
breach of any covenants under the
terms of the non convertible redeemable preference shares:
Provided
that in case a listed entity is planning a fresh issuance of shares whose end
use is servicing of the non convertible redeemable preference shares (whether
dividend or principle redemption), then the same shall be disclosed whenever
the listed entity decided on such issuances.
[(7) The listed entity shall submit to the stock
exchange(s), along with the quarterly financial results, a statement indicating
the utilisation of the issue proceeds of nonconvertible securities, in such
format as may be specified by the Board, till such proceeds of issue have been
fully utilised or the purpose for which the proceeds were raised has been
achieved.]
[(7A) The listed entity shall submit to the stock exchange
(s), along with the quarterly financial results, a statement disclosing
material deviation(s) (if any) in the use of issue proceeds of nonconvertible
securities from the objects of the issue, in such format as may be specified by
the Board, till such proceeds have been fully utilised or the purpose for which
the proceeds were raised has been achieved.]
(8) The listed
entity shall, within two [working]
days of the conclusion of the meeting of the board of directors, publish the
financial results and [the
line items] referred to in subregulation (4), in at least one English national
daily newspaper circulating in the whole or substantially the whole of
India [:]
[Provided that if the listed entity has submitted both
standalone and consolidated financial results, to the stock exchange(s), it
shall publish consolidated financial results along with the line items referred
to in subregulation (4), in the newspaper.]
Regulation - 53. Annual Report.
[(1)] The annual report of the listed entity shall contain
disclosures as specified in Companies Act, 2013 along with the following:
(a)
audited financial statements i.e.
balance sheets, profit and loss accounts etc [,
and Statement on Impact of Audit Qualifications as stipulated in regulation
52(3)(a), if applicable;]
(b)
cash flow statement presented only
under the indirect method as prescribed in Accounting Standard3/Indian
Accounting Standard 7, mandated under Section 133 of the Companies Act, 2013
read with relevant rules framed thereunder or by the Institute of Chartered
Accountants of India, whichever is applicable;
(c)
auditors report;
(d)
directors report;
(e)
name of the debenture trustees with
full contact details;
(f)
related party disclosures as specified
in Para A of Schedule V.
[(2) The listed entity shall submit to the stock exchange
and the debenture trustee and publish on its website
(a)
a copy of the annual report sent to
the shareholders along with the notice of the annual general meeting, not later
than the date of commencement of dispatch to its shareholders; and
(b)
in the event of any changes to the
annual report, the revised copy along with the details and explanation for the
changes, not later than 48 hours after the annual general meeting.]
Regulation - 54.[Security Cover].
[(1) In respect of its [secured]
listed nonconvertible debt securities, the listed entity shall maintain hundred
per cent. asset cover [higher]
asset cover as per the terms of offer document/ Information Memorandum and/or
Debenture Trust Deed, sufficient to discharge the principal amount [and
the interest thereon] at all times for the nonconvertible debt securities
issued.]
(2) The listed entity shall disclose to the stock exchange
in quarterly, halfyearly, yeartodate and annual financial statements, as
applicable, the extent and nature of security created and maintained with
respect to its secured listed nonconvertible debt securities.
[(3) The listed entity shall disclose the [security
cover] available in case of nonconvertible debt securities along with its
financial results in the format as specified by the Board.]
(3) [***]
Regulation - 55. Credit Rating.
Each
rating obtained by the listed entity with respect to nonconvertible [***]
securities shall be reviewed at least once a year by a credit rating agency
registered by the Board.
Regulation - 56. Documents and Intimation to Debenture Trustees.
(1)
The listed entity shall forward the
following to the debenture trustee promptly:
(a)
a copy of the annual report at the
same time as it is issued along with a copy of certificate from the listed
entity's auditors in respect of utilisation of funds during the implementation
period of the project for which the funds have been raised:
Provided
that in the case of debentures or preference shares issued for financing
working capital or general corporate purposes or for capital raising purposes
the copy of the auditor's certificate may be submitted at the end of each
financial year till the funds have been fully utilised or the purpose for which
these funds were intended has been achieved.
(b)
a copy of all notices, resolutions and
circulars relating to
(i)
new issue of non convertible debt
securities at the same time as they are sent to shareholders/holders of non
convertible debt securities;
(ii)
the meetings of holders of
nonconvertible debt securities at the same time as they are sent to the holders
of non convertible debt securities or advertised in the media including those
relating to proceedings of the meetings;
(c)
intimations regarding:
(i)
any revision in the rating;
(ii)
any default in timely payment of
interest or redemption or both in respect of the non convertible debt
securities;
(iii)
failure to create charge on the
assets;
[(iv) All covenants of the issue (including side letters,
accelerated payment clause, etc.)]
[(d) a halfyearly certificate regarding maintenance
of hundred percent [higher]
asset cover or asset cover as per the terms of offer document/ Information
Memorandum and/or Debenture Trust Deed, including compliance with all the
covenants, in respect of listed nonconvertible debt securities, by the
statutory auditor, along with the [financial
results, in the manner and format as specified by the Board]:
Provided
that the submission of [this]
certificate is not applicable where bonds are secured by a Government
guarantee.]
[(1A) The listed entity shall also disclose to the
Debenture Trustee at the same time as it has intimated to the stock exchange,
all material events and/or information as disclosed under regulation 51 of
these regulations in so far as it relates to the interest, principal, issue and
terms of nonconvertible debt securities, rating, creation of charge on the
assets, notices, resolutions and meetings of holders of nonconvertible debt
securities.]
(2)
The listed entity shall forward to the
debenture trustee any such information sought and provide access to relevant
books of accounts as required by the debenture trustee.
(3)
The listed entity may, subject to the
consent of the debenture trustee, send the information stipulated in
subregulation (1), in electronic form/fax.
Regulation - [57. Intimation to stock exchanges.
The
listed entity shall submit a certificate to the stock exchange regarding status
of payment of interest or dividend or repayment or redemption of principal of
nonconvertible securities, within one working day of it becoming due, in the
manner and format as specified by the Board from time to time.]
Regulation - 58. Documents and information to holders of nonconvertible[325][***] securities[326][***].
(1)
The listed entity shall send the
following documents:
[(a) Soft copies of the full annual reports to all the
holders of nonconvertible securities who have registered their email
address(es) either with the listed entity or with any depository;]
(b) Hard copy of
statement containing the salient features of all the documents, as specified in
Section 136 of Companies Act, 2013 and rules made thereunder to those holders
of non convertible [securities] who have not so registered;
(c) Hard copies of
full annual reports to those holders of non convertible [***]
securities and [***],
who request for the same.
(d) [***]
(2)
The listed entity shall send the
notice of all meetings of holders of non convertible debt securities and
holders of nonconvertible redeemable preference shares specifically stating
that the provisions for appointment of proxy as mentioned in Section 105 of the
Companies Act, 2013, shall be applicable for such meeting.
(3)
The listed entity shall send proxy
forms to holders of non convertible debt securities and nonconvertible
redeemable preference shares which shall be worded in such a manner that
holders of these securities may vote either for or against each resolution.
Regulation - 59. Structure of non convertible debt securities and non convertible redeemable preference shares.
(1)
The listed entity shall not make
material modification without prior approval of the stock exchange(s) where the
non convertible debt securities or nonconvertible redeemable preference shares,
as applicable, are listed, to:
(a)
the structure of the [nonconvertible
debt securities] in terms of coupon, [***],
redemption, or otherwise.
(b)
the structure of the nonconvertible
redeemable preference shares in terms of dividend [***],
redemption, or otherwise.
(2)
The approval of the stock exchange
referred to in subregulation (1) shall be made only after:
(a) approval of the board of directors and the debenture
trustee [***]
and
[(b) obtaining consent in writing of the holders of not
less than threefourths, by value of holders of that class of securities:
Provided
that the listed entity shall provide the facility of remote evoting to
facilitate such consent.]
Regulation - [59A. Draft Scheme of Arrangement and Scheme of Arrangement.
(1)
Without prejudice to the provisions of
regulation 11, the listed entity that has listed nonconvertible debt securities
or nonconvertible redeemable preference shares, intends to undertake a scheme
of arrangement or is involved in a scheme of arrangement under sections 230234
and section 66 of the Companies Act, 2013, shall file the draft scheme of
arrangement with the stock exchange(s), along with a nonrefundable fee as
specified in Schedule XI, for obtaining the Noobjection letter, before filing
of such scheme with the National Company Law Tribunal, in terms of the
requirements specified by the Board or stock exchange(s) from time to time.
(2)
The listed entity shall not file any
scheme of arrangement under sections 230234 and section 66 of the Companies
Act, 2013, with the National Company Law Tribunal unless it has obtained a
Noobjection letter from the stock exchange(s).
(3)
The listed entity shall place the
Noobjection letter of the stock exchange(s) before the National Company Law
Tribunal at the time of seeking approval for the scheme of arrangement in the
manner as may be specified by the Board from time to time:
Provided
that the validity of the Noobjection letter of the stock exchange(s) shall be
six months from the date of issuance, within which the draft scheme of
arrangement shall be filed by the listed entity with the National Company Law
Tribunal.
(4)
Upon sanction of the Scheme by the
National Company Law Tribunal, the listed entity shall submit such documents,
to the stock exchange(s), as may be specified by the Board and/or stock
exchange(s) from time to time.
(5)
The listed entity shall ensure
compliance with such other requirements as may be specified by the Board from
time to time.
(6)
The requirements as specified under
this regulation and under regulation 94A of these regulations shall not apply
to a restructuring proposal approved as part of a resolution plan by the
National Company Law Tribunal under section 31 of the Insolvency Code, subject
to the details being disclosed to the recognized stock exchanges within one day
of the resolution plan being approved.]
Regulation - 60. Record Date.
(1)
The listed entity shall fix a record
date for purposes of payment of interest, dividend and payment of redemption or
repayment amount or for such other purposes as specified by the stock exchange.
(2)
The listed entity shall give notice in
advance of at least seven working days (excluding the date of intimation and
the record date) to the recognised stock exchange(s) of the record date or of
as many days as the stock exchange(s) may agree to or require specifying the
purpose of the record date.
Regulation - 61. Terms of non convertible debt securities and non convertible redeemable preference shares.
(1)
The listed entity shall ensure timely
payment of interest or dividend of [nonconvertible
debt securities and/or] nonconvertible redeemable preference shares or
redemption payment:
Provided
that the listed entity shall not declare or distribute any dividend wherein it
has defaulted in payment of interest on debt securities or redemption thereof
or in creation of security as per the terms of the issue of debt securities:
[***]
(2)
[***]
(3)
Unless the terms of issue provide
otherwise, the listed entity shall not select any of its listed securities for
redemption otherwise than pro rata basis or by lot.
(4)
The listed entity shall comply with
requirements as specified in regulation 40 for transfer [and
transmission] of securities including procedural requirements specified in
Schedule VII.
Regulation - [61A. Dealing with unclaimed nonconvertible securities and benefits accrued thereon.
(1)
The listed entity shall not forfeit
unclaimed interest/dividend/redemption amount.]
(2)
Where the interest/dividend/redemption
amount has not been claimed within thirty days from the due date of
interest/dividend/redemption payment, a listed entity shall within seven days
from the date of expiry of the said period of thirty days, transfer the amount
to an escrow account to be opened by the listed entity in any scheduled bank:
Provided
that the interest/dividend/redemption amount that is unclaimed and outstanding
for a period of less than seven years as on the date of notification of this
subregulation shall be transferred to the escrow account within thirty days,
where it shall remain for the intervening period up to seven years.
(3)
Any amount transferred to the escrow
account that remains unclaimed for seven years shall be transferred to the
'Investor Education and Protection Fund' constituted in terms of section 125 of
the Companies Act, 2013 [:]]
[Provided that for listed entities which do not fall within
the definition of "company" under the Companies Act, 2013 and the
Rules made thereunder, any amount in the escrow account that remains unclaimed
for seven years shall be transferred to the Investor Protection and Education
Fund created by the Board in terms of section 11 of the Act [:]]
[Provided further that the amount transferred to the
Investor Protection and Education fund shall not bear any interest.]
[(4) The unclaimed amount of a person that has been transferred
to the Investor Protection and Education Fund in terms of this regulation, may
be claimed in such manner as may be specified by the Board.]
Regulation - 62. Website.
(1)
The listed entity shall maintain a
functional website containing the following information about the listed
entity:
(a) details of its business;
[(aa) composition of the Board]
[(b) financial information including:
(i)
notice of meeting of the board of
directors where financial results shall be discussed;
(ii)
financial results, on the conclusion
of the meeting of the board of directors where the financial results were
approved;
(iii)
complete copy of the annual report
including balance sheet, profit and loss account, directors report, corporate
governance report etc.;]
(c) contact information
of the designated officials of the listed entity who are responsible for
assisting and handling investor grievances;
(d) email address for grievance redressal and other
relevant details;
(e) name of the debenture trustees with full contact details;
(f) the
information, report, notices, call letters, circulars, proceedings, etc
concerning nonconvertible redeemable preference shares or non convertible debt
securities;
(g) all information
and reports including compliance reports filed by the listed entity;
(h) information with respect to the following [***]:
(i)
default by issuer to pay
interest [***]
or redemption amount;
(ii)
failure to create a charge on the
assets;
[***]
[(i) all credit ratings obtained by the entity for all its
listed nonconvertible securities, updated immediately upon any revision in the
ratings;
(j) statements of deviation(s) or variation(s) as specified
in subregulation (7) and subregulation (7A) of regulation 52 of these
regulations;
(k) annual return as provided under section 92 of the
Companies Act, 2013 and the rules made thereunder.]
[(1A) The listed entities to whom regulations 15 to
regulation 27 are applicable shall also make the following additional
disclosures on their website:
(a)
composition of the various committees of
the board of directors;
(b)
terms and conditions of appointment of
independent directors;
(c)
code of conduct of the board of
directors and senior management personnel;
(d)
details of establishment of vigil
mechanism/whistle blower policy;
(e)
criteria of making payments to
nonexecutive directors, if the same has not been disclosed in the annual
report;
(f)
secretarial compliance report as per
subregulation (2) of regulation 24A of these regulations;
(g)
policy on dealing with related party
transactions;
(h)
policy for determining 'material'
subsidiaries;
(i)
details of familiarization programmes
imparted to independent directors including the following details:
(i)
number of programmes attended by the
independent directors (during the year and on a cumulative basis till date),
(ii)
number of hours spent by the
independent directors in such programmes (during the year and on cumulative
basis till date), and
(iii)
other relevant details.]
(2)
The listed entity may also issue a
press release with respect to the events specified in [subregulations
(1) and (1A)].
(3)
The listed entity shall ensure that
the contents of the website are correct and updated at any given point of time.
[(4) The listed entity shall update any change in the
content of its website within two working days from the date of such change in
content.]
Regulation - [62A. Listing of subsequent issuances of nonconvertible debt securities.
(1)
A listed entity, whose nonconvertible
debt securities are listed shall list all nonconvertible debt securities,
proposed to be issued on or after January 1, 2024, on the stock exchange(s).
(2)
A listed entity, whose subsequent
issues of unlisted nonconvertible debt securities made on or before December
31, 2023 are outstanding on the said date, may list such securities, on the
stock exchange(s).
(3)
A listed entity that proposes to list
the nonconvertible debt securities on the stock exchange(s) on or after January
1, 2024, shall list all outstanding unlisted nonconvertible debt securities
previously issued on or after January 1, 2024, on the stock exchange(s) within
three months from the date of the listing of the nonconvertible debt securities
proposed to be listed.
(4)
Notwithstanding anything contained in
this regulation, no listed entity shall be required to list the following
securities:
(i)
Bonds issued under section 54EC of the
Income Tax Act, 1961 (43 of 1961);
(ii)
Nonconvertible debt securities issued
pursuant to an agreement entered into between the listed entity of such
securities and multilateral institutions;
(iii)
Nonconvertible debt securities issued
pursuant to an order of any court or Tribunal or regulatory requirement as
stipulated by a financial sector regulator namely, the Board, Reserve Bank of
India, Insurance Regulatory and Development Authority of India or the Pension
Fund and Regulatory Development Authority.
(5)
The securities issued by the listed
entity under clauses (ii) and (iii) of subregulation (4) shall be locked in and
held till maturity by the investors and shall be unencumbered.
(6)
A listed entity proposing to issue
securities under subregulation (4) shall disclose to the stock exchanges on
which its nonconvertible debt securities are listed, all the key terms of such
securities, including embedded options, security offered, interest rates,
charges, commissions, premium (by any name called), period of maturity and such
other details as may be required to be disclosed by the Board from time to
time.]
CHAPTER VI
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES AND
EITHER NONCONVERTIBLE DEBT SECURITIES OR NONCONVERTIBLE REDEEMABLE PREFERENCE
SHARES OR BOTH
Regulation - 63. Applicability of Chapters IV and V.
(1)
[An entity] which has listed its 'specified securities' and
'nonconvertible [***]
securities' or [***]
on any recognised stock exchange, shall be bound by the provisions in Chapter
IV of these regulations.
(2)
The listed entity described in
subregulation (1) shall additionally comply with the following regulations in
Chapter V:
(a)
regulation 50 [***];
(b)
regulation 51;
(c)
regulation 52(3), (4), [***]
(6) [and
(7)];
[(d) regulations 53 to 62]
[***]
Provided
that the listed entity which has submitted any information to the stock
exchange in compliance with the disclosure requirements under Chapter IV of
these regulations, need not resubmit any such information under the provisions
of this regulations without prejudice to any power conferred on the Board or
the stock exchange or any other authority under any law to seek any such
information from the listed entity:
Provided
further that the listed entity, which has satisfied certain obligations in
compliance with other chapters, shall not separately satisfy the same
conditions under this chapter.
Regulation - 64. Delisting.
(1)
In the event specified securities of
the listed entity are delisted from the stock exchange, the listed entity shall
comply with all the provisions in Chapter V of these regulations.
(2)
In the event that nonconvertible debt
securities and nonconvertible redeemable preference shares' of the listed
entity do not remain listed on the stock exchange, the listed entity shall
comply with all the provisions in Chapter IV of these regulations.
CHAPTER VII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS INDIAN DEPOSITORY RECEIPTS
Regulation - 65. Applicability.
The
provisions of this chapter shall apply to listed entity whose securities market
regulators are signatories to the Multilateral Memorandum of Understanding of
International Organization of Securities Commission issuing 'Indian Depository
Receipts' as defined under Rule 13 of the Companies (Registration of Foreign
Companies) Rules, 2014.
Regulation - 66. Definitions.
For
the purpose of this chapter, unless the context otherwise requires
(a)
"IDR Holder(s)" shall mean
holder(s) of Indian Depository Receipts.
(b)
"Depository Agreement" shall
mean an agreement between the listed entity and the domestic depository.
(c)
"Home Country" or
"country of origin" shall mean the country or parent country where
the listed entity is incorporated and listed.
(d)
"Security holder" shall mean
holder of the security or equity shares of the listed entity in the home
country.
Regulation - 67. General Obligations of listed entity.
(1)
All correspondences filed with the
stock exchange(s) and those sent to the IDR Holders shall be in English.
(2)
The listed entity shall comply, at all
times, with the rules/regulations/laws of the country of origin.
(3)
The listed entity shall undertake that
the competent Courts, Tribunals and regulatory authorities in India shall have
jurisdiction in the event of any dispute, either with the stock exchange or any
investor, concerning the India Depository Receipts offered or subscribed or
bought in India.
(4)
The listed entity shall forward, on a
continuous basis, any information requested by the stock exchange, in the
interest of investors from time to time.
[(5) All claims, differences or disputes between the listed
entity and its investor arising out of or in relation to the activities of the
listed entity in the securities market shall be submitted to a dispute
resolution mechanism that includes mediation and/or conciliation and/or
arbitration, in accordance with the procedure specified by the Board.]
Regulation - 68. Disclosure of material events or information.
(1)
The listed entity shall promptly
inform to the stock exchange(s) of all events which are material, all
information which is price sensitive and/or have bearing on
performance/operation of the listed entity.
(2)
Without prejudice to the generality of
subregulation (1), the listed entity shall make the disclosures as specified in
Part C of Schedule III.
Regulation - 69. Indian Depository Receipt holding pattern & Shareholding details.
(1)
The listed entity shall file with the
stock exchange the Indian Depository Receipt holding pattern on a quarterly
basis within fifteen days of end of the quarter in the format specified by the
Board.
(2)
The listed entity shall file the
following details with the stock exchange as is required to be filed in
compliance with the disclosure requirements of the listing authority or stock
exchange in its home country or any other jurisdiction where the securities of
the listed entity are listed:
(a)
Shareholding Pattern;
(b)
Pre and post arrangement share holding
pattern and Capital Structure in case of any corporate restructuring like
mergers/amalgamations
Regulation - 70. Periodical Financial Results.
(1)
The listed entity shall file
periodical financial results with the stock exchange in such manner and within
such time and to the extent that it is required to file as per the listing
requirements of the home country.
(2)
The listed entity shall comply with
the requirements with respect to preparation and disclosures in financial
results as specified in Part B of Schedule IV.
Regulation - 71. Annual Report.
(1)
The listed entity shall submit to
stock exchange an annual report at the same time as it is disclosed to the
security holder in its home country or in other jurisdictions where such
securities are listed.
(2)
The annual report shall contain the
following:
(a)
Report of board of directors;
(b)
Balance Sheet;
(c)
Profit and Loss Account;
(d)
Auditors Report;
(e)
All periodical and special reports (if
applicable);
(f)
Any such other report which is
required to be sent to security holders annually.
(3)
The listed entity shall comply with
the requirements with respect to preparation and disclosures in financial
results in annual report as specified in Part B of Schedule IV.
Regulation - 72. Corporate Governance.
(1)
The listed entity shall comply with
the corporate governance provisions as applicable in its home country and other
jurisdictions in which its equity shares are listed.
(2)
The listed entity shall submit to
stock exchange a comparative analysis of the corporate governance provisions
that are applicable in its home country and in the other jurisdictions in which
its equity shares are listed along with the compliance of the same visavis the
corporate governance requirements applicable under regulation 17 to regulation
27, to other listed entities.
Regulation - 73. Documents and Information to IDR Holder.
The
listed entity shall disclose/send the following documents to IDR Holders, at
the same time and to the extent that it discloses to security holders in its
home country or in other jurisdictions where its securities are listed:
(a)
Soft copies of the annual report to
all the IDR holders who have registered their email address(es) for the purpose
(b)
Hard copy of the annual report to
those IDR holders who request for the same either through domestic depository
or Compliance Officer
(c)
the pre and post arrangement capital
structure and share holding pattern in case of any corporate restructuring like
mergers/amalgamations and other schemes
Regulation - 74. Equitable Treatment to IDR Holders.
(1)
If the listed entity's equity shares
or other securities representing equity shares are also listed on the stock
exchange(s) in countries other than its home country, it shall ensure that IDR
Holders are treated in a manner equitable with security holders in home
country.
(2)
The listed entity shall ensure that
for all corporate actions, except those which are not permitted by Indian laws,
it shall treat IDR holders in a manner equitable with security holders in the
home country.
(3)
In case of takeover or delisting or
buyback of its equity shares, the listed entity shall, while following the laws
applicable in its home country, give equitable treatment to IDR holders visavis
security holder in home country.
(4)
The listed entity shall ensure
protection of interests of IDR holders particularly with respect to all
corporate benefits permissible under Indian laws and the laws of its home
country and shall address all investor grievances adequately.
Regulation - 75. Advertisements in Newspapers.
(1)
The listed entity shall publish the
following information in the newspaper:
(a)
periodical financial results required
to be disclosed;
(b)
Notices given to its IDR Holders by
advertisement;
(2)
The information specified in
subregulation (1) shall be issued in at one English national daily newspaper
circulating in the whole or substantially the whole of India and in one Hindi
national daily newspaper in India.
Regulation - 76. Terms of Indian Depository Receipts.
(1)
The listed entity shall pay the
dividend as per the timeframe applicable in its home country or other
jurisdictions where its securities are listed, whichever is earlier, so as to
reach the IDR Holders on or before the date fixed for payment of dividend to
holders of its equity share or other securities.
(2)
The listed entity shall not forfeit
unclaimed dividends before the claim becomes barred by law in the home country
of the listed entity, as may be applicable, and that such forfeiture, when
effected, shall be annulled in appropriate cases.
(3)
The Indian Depository Receipts shall
have twoway fungibility in the manner specified by the Board from time to time.
Regulation - 77. Structure of Indian Depository Receipts.
(1)
The listed entity shall ensure that
the underlying shares of IDRs shall rank paripassu with the existing shares of
the same class and the fact of having different classes of shares based on
different criteria, if any, shall be disclosed by the listed entity in the
annual report.
(2)
The listed entity shall not exercise a
lien on the fully paid underlying shares, against which the IDRs are issued,
and that in respect of partly paid underlying shares, against which the IDRs
are issued and shall also not exercise any lien except in respect of moneys
called or payable at a fixed time in respect of such underlying shares.
(3)
The listed entity, subject to the
requirements under the laws and regulations of its home country, if any amount
be paid up in advance of calls on any underlying shares against which the IDRs
are issued, shall stipulate that such amount may carry interest but shall not
in respect thereof confer a right to dividend or to participate in profits.
Regulation - 78. Record Date.
(1)
The listed entity, where it is
required so to do in its home country or other jurisdictions where its
securities may be listed, shall fix the record date for the purpose of payment
of dividends or distribution of any other corporate benefits to IDR Holders.
(2)
The listed entity shall give notice in
advance of at least four working days to the recognised stock exchange(s) of
record date specifying the purpose of the record date.
Regulation - 79. Voting.
(1)
The listed entity shall, either
directly or through an agent, send out proxy forms to IDR Holders in all cases
mentioning that a security holder may vote either for or against each
resolution.
(2)
Voting rights of the IDR Holders shall
be exercised in accordance with the depository agreement.
Regulation - 80. Delisting of Indian Depository Receipt.
(1)
The listed entity shall, if it decides
to delist Indian Depository Receipts, give fair and reasonable treatment to IDR
holders.
(2)
The listed entity shall comply with
such norms and conditions for delisting Indian Depository Receipts as specified
by the Board or stock exchange in this regard.
(3)
The listed entity shall, in case
underlying equity shares are delisted, shall delist and cancel the Indian
Depository Receipts.
CHAPTER VIII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITISED DEBT INSTRUMENTS
Regulation - 81. Applicability.
(1)
The provisions of this chapter shall
apply to Special Purpose Distinct Entity issuing securitised debt instruments
and trustees of Special Purpose Distinct Entity shall ensure compliance with
each of the provisions of these regulations.
(2)
The expressions "asset
pool", "clean up call option", "credit enhancement",
"debt or receivables", "investor", "liquidity
provider", "obligor", "originator", "regulated activity",
"scheme", "securitization", "securitized debt
instrument", "servicer", "special purpose distinct
entity", "sponsor" and "trustee" shall have the same
meaning as assigned to them under 1[Securities and Exchange
Board of India (Issue and Listing of Securitised Debt Instruments and Security
Receipts) Regulations, 2008;]
Regulation - 82. Intimation and filings with stock exchange(s).
(1)
The listed entity shall intimate the
Stock exchange, of its intention to issue new securitized debt instruments
either through a public issue or on private placement basis (if it proposes to
list such privately placed debt securities on the Stock exchange) prior to
issuing such securities.
(2)
The listed entity shall intimate to
the stock exchange(s), at least two working days in advance, excluding the date
of the intimation and date of the meeting, regarding the meeting of its board
of trustees, at which the recommendation or declaration of issue of securitized
debt instruments or any other matter affecting the rights or interests of
holders of securitized debt instruments is proposed to be considered.
(3)
The listed entity shall submit such
statements, reports or information including financial information pertaining
to Schemes to stock exchange within seven days from the end of the month/actual
payment date, either by itself or through the servicer, on a monthly basis in
the format as specified by the Board from time to time:
Provided
that where periodicity of the receivables is not monthly, reporting shall be
made for the relevant periods.
(4)
The listed entity shall provide the
stock exchange, either by itself or through the servicer, loan level
information, without disclosing particulars of individual borrowers, in manner
specified by stock exchange.
Regulation - 83. Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information.
(1)
The listed entity shall promptly
inform the stock exchange(s) of all information having bearing on the on
performance/operation of the listed entity and price sensitive information.
(2)
Without prejudice to the generality of
subregulation(1), the listed entity shall make the disclosures specified in
Part D of Schedule III.
Explanation.
The expression 'promptly inform', shall imply that the stock exchange must be
informed must as soon as practically possible and without any delay and that
the information shall be given first to the stock exchange(s) before providing
the same to any third party.
Regulation - 84. Credit Rating.
(1)
Every rating obtained by the listed
entity with respect to securitised debt instruments shall be periodically
reviewed, preferably once a year, by a credit rating agency registered by the
Board.
(2)
Any revision in rating(s) shall be
disseminated by the stock exchange(s).
Regulation - 85. Information to Investors.
(1)
The listed entity shall provide either
by itself or through the servicer, loan level information without disclosing
particulars of individual borrower to its investors.
(2)
The listed entity shall provide
information regarding revision in rating as a result of credit rating done
periodically in terms of regulation 84 above to its investors.
(3)
The information at subregulation (1)
and (2) may be sent to investors in electronic form/fax if so consented by the
investors.
(4)
The listed entity shall display the
email address of the grievance redressal division and other relevant details
prominently on its website and in the various materials/pamphlets/advertisement
campaigns initiated by it for creating investor awareness.
Regulation - 86. Terms of Securitized Debt Instruments.
(1)
The listed entity shall ensure that no
material modification shall be made to the structure of the securitized debt
instruments in terms of coupon, conversion, redemption, or otherwise without
prior approval of the recognised stock exchange(s) where the securitized debt
instruments are listed and the listed entity shall make an application to the
recognised stock exchange(s) only after the approval by Trustees.
(2)
The listed entity shall ensure timely
interest/redemption payment.
(3)
The listed entity shall ensure that
where credit enhancement has been provided for, it shall make credit
enhancement available for listed securitized debt instruments at all times.
(4)
The listed entity shall not forfeit
unclaimed interest and principal and such unclaimed interest and principal
shall be, after a period of seven years, transferred to the Investor Protection
and Education Fund established under the Securities and Exchange Board of India
(Investor Protection and Education Fund) Regulations, 2009.
(5)
Unless the terms of issue provide
otherwise, the listed entity shall not select any of its listed securitized
debt instruments for redemption otherwise than on pro rata basis or by lot and
shall promptly submit to the recognised stock exchange(s) the details thereof.
(6)
The listed entity shall remain listed
till the maturity or redemption of securitised debt instruments or till the
same are delisted as per the procedure laid down by the Board
Provided
that the provisions of this subregulation shall not restrict the right of the
recognised stock exchange(s) to delist, suspend or remove the securities at any
time and for any reason which the recognised stock exchange(s) considers proper
in accordance with the applicable legal provisions.
Regulation - 87. Record Date.
(1)
The listed entity shall fix a record
date for payment of interest and payment of redemption or repayment amount or
for such other purposes as specified by the recognised stock exchange(s).
(2)
The listed entity shall give notice in
advance of atleast seven working days (excluding the date of intimation and the
record date) to the recognised stock exchange(s) of the record date or of as
many days as the Stock Exchange may agree to or require specifying the purpose
of the record date.
[CHAPTER VIII A OBLIGATIONS OF LISTED
ENTITY WHICH HAS LISTED ITS SECURITY RECEIPTS
Regulation - 87A. Applicability.
(1)
The provisions of this chapter shall
apply to the issuer of security receipts which has listed its security receipts
and the issuer and its sponsor shall ensure compliance with each of the
provisions of these Regulations.
(2)
The expressions "asset
reconstruction company", "investor", "issue",
"issuer", "offer for sale", "private placement
offer", "qualified buyer", "scheme", "security
receipts", "sponsor", and "valuer" shall have the same
meaning as assigned to them under Securities and Exchange Board of India (Issue
and Listing of Securitised Debt Instruments and Security Receipts) Regulations,
2008.
Regulation - 87B. Intimations and Disclosure of events or information to Stock Exchanges.
(1)
The listed entity shall first disclose
to stock exchange(s) of all events or information, as specified in Part E of
Schedule III, as soon as reasonably possible but not later than twenty four
hours from occurrence of the event or information:
Provided
that in case the disclosure is made after twenty four hours of occurrence of
the event or information, the listed entity shall, along with such disclosures
provide explanation for the delay.
(2)
The listed entity with respect to
disclosures referred to in this regulation, shall provide updates related to
such disclosures on a regular basis, till such time the event is
resolved/closed, with relevant explanations.
(3)
The listed entity shall provide specific
and adequate reply to all queries raised by stock exchange(s) with respect to
any events or information.
Provided
that the stock exchange(s) shall disseminate information and clarification as
soon as reasonably practicable.
(4)
The listed entity, suo moto, may
confirm or deny any reported event or information to stock exchange(s).
(5)
The listed entity shall disclose on
its website or on the website of the sponsor all such events or information
which has been disclosed to stock exchange(s) under this regulation, and such
disclosures shall be hosted on the website of the listed entity for a minimum
period of five years and thereafter as per the archival policy of the listed
entity, as disclosed on its website.
Regulation - 87C. Valuation, Rating and NAV disclosure.
(1)
An issuer whose security receipts are
listed on a stock exchange shall ensure that:
(i)
the listed security receipts are
valued at the end of each quarter i.e. as on March 31, June 30, September 30
and December 31 of every year;
(ii)
valuation is conducted by an
independent valuer; and
(iii)
the net asset value is calculated on
the basis of such independent valuation and the same is declared by the asset
reconstruction company within fifteen days of the end of the quarter.
(2)
The issuer shall also comply with the
extant Reserve Bank of India requirement of obtaining credit rating of security
receipts at half yearly interval and declaration of the net asset value
thereafter and/or any other requirement as prescribed by the Reserve Bank of
India from time to time.
Provided
that in those two quarters in a year, where both external valuation and credit
rating are required, issuer shall disclose lower of the two calculated Net
Asset Value.
Regulation - 87D. Terms of Security Receipts.
(1)
Any security receipt issued would be
transferable only in favour of qualified buyers in terms of Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002.
(2)
Unless the terms of issue provide
otherwise, the listed entity shall not select any of its listed security
receipts for payments otherwise than on pro rata basis or by lot and shall
promptly submit to the stock exchange(s) the details thereof.
Regulation - 87E. Record Date.
(1)
The listed entity shall fix a record
date for payment to holders of security receipts or for such other purposes as
specified by the stock exchange(s).
(2)
The listed entity shall give notice in
advance of at least seven working days (excluding the date of intimation and
the record date) to the stock exchange(s) of the record date or of as many days
as the stock exchange may agree to or require specifying the purpose of the
record date.]
CHAPTER IX OBLIGATIONS OF
LISTED ENTITY WHICH HAS LISTED ITS MUTUAL FUND UNITS
Regulation - 88. Applicability.
(1) The provisions of
this chapter shall apply to the asset management company managing the mutual
fund scheme whose units are listed on the recognised stock exchange(s).
(2) Notwithstanding
anything contained in this chapter, the provisions of the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996 and directions issued
thereunder shall apply on the listed entity and to the schemes whose units are
listed on the recognised stock exchange(s).
Regulation - 89. Definitions.
The
expressions "Asset Management Company", "Net Asset Value",
"Scheme", "Unit" and "Unit Holder" shall have the
same meaning as assigned to them under Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996;
Regulation - 90. Submission of Documents.
(1) The listed entity
shall intimate to the recognised stock exchange(s) the information relating to
daily Net Asset Value, monthly portfolio, half yearly portfolio of those
schemes whose units are listed on the recognised stock exchange(s) in the
format as specified under Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996 and directions issued there under.
(2) The listed entity
shall intimate to the recognised stock exchange(s) in the manner specified by
the recognised stock exchange(s) of:
(a) movement in unit
capital of those schemes whose units are listed on the recognised stock
exchange(s);
(b) rating of the scheme
whose units are listed on the recognised stock exchange(s) and any changes in
the rating thereof (wherever applicable);
(c) imposition of
penalties and material litigations against the listed entity and Mutual Fund;
(d) any prohibitory
orders restraining the listed entity from transferring units registered in the
name of the unit holders.
Regulation - 91. Dissemination on the website of stock exchange(s).
The
listed entity shall submit such information and documents, which are required
to be disseminated on the listed entity's website in terms of Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996 and directions issued
there under, to the recognised stock exchange for dissemination.
[CHAPTER IXA OBLIGATIONS OF SOCIAL
ENTERPRISES
Regulation - 91A. Applicability
The
provisions of this Chapter shall apply to:
(a)
a For Profit Social Enterprise whose
designated securities are listed on the applicable segment of the Stock
Exchange(s);
(b)
a Not for Profit Organization that is
registered on the Social Stock Exchange(s);
Regulation - 91B. Disclosures by a For Profit Social Enterprise
A
For Profit Social Enterprise whose designated securities are listed on the
Stock Exchange(s) shall comply with the disclosure requirements contained in
these regulations with respect to issuers whose specified securities are listed
on the Main Board or the SME Exchange or the Innovators Growth Platform, as the
case may be.
Regulation - 91C. Disclosures by a Not for Profit Organization
(1)
A Not for Profit Organization
registered on the Social Stock Exchange(s), including a Not for Profit
Organization whose designated securities are listed on the Social Stock
Exchange(s), shall be required to make annual disclosures to the Social Stock
Exchange(s) on matters specified by the Board, within 60 days from the end of
the financial year or within such period as may be specified by the Board.
(2)
In addition to the disclosures
referred in subregulation (1), the Social Stock Exchange(s) may specify matters
that shall be disclosed by the Not for Profit Organization on an annual basis.
Regulation - 91D.Intimations and disclosures by Social Enterprise of events or information to Social Stock Exchange(s) or Stock Exchange(s)
(1)
A Social Enterprise whose designated
securities are listed on the Social Stock Exchange(s) or the Stock Exchange(s),
as the case may be, shall frame a policy for determination of materiality, duly
approved by its board or management, as the case may be, which shall be
disclosed on the Social Stock Exchange(s) or the Stock Exchange(s).
(2)
The board and management of the Social
Enterprise shall authorize one or more of its Key Managerial Personnel for the
purpose of determining materiality of an event or information and for the
purpose of making disclosures to the Social Stock Exchange(s) or the Stock
Exchange(s), as the case may be, under this regulation and the contact details
of such personnel shall also be disclosed to the Social Stock Exchange(s) or
the Stock Exchange(s).
(3)
A Social Enterprise whose designated
securities are listed on the Social Stock Exchange(s) or the Stock Exchange(s),
as the case may be, shall disclose to the Social Stock Exchange(s) or the Stock
Exchange(s) where it is registered or has listed its specified securities, as
the case may be, any event that may have a material impact on the planned
achievement of outputs or outcomes.
(4)
The disclosure referred in
subregulation (3) shall be made as soon as reasonably possible but not later
than seven days or within such period as may be specified by the Board, from
the occurrence of the event and shall comprise details of the event including
the potential impact of the event and the steps being taken by the Social
Enterprise to address the same.
(5)
The Social Enterprise shall provide
updates on a regular basis along with relevant explanations in respect of the
disclosures required in subregulation (3) till the time the concerned event
remains material.
(6)
The Social Enterprise shall provide
specific and adequate reply to all queries raised by the Social Stock
Exchange(s) or the Stock Exchange(s), as the case may be, with respect to any
events or information:
Provided
that the Social Stock Exchange(s) or the Stock Exchange(s), as the case may be,
shall disseminate the information and clarification as soon as reasonably
practicable.
(7)
The Social Enterprise may suo moto
confirm or deny any reported event or information to Social Stock Exchange(s)
or the Stock Exchange(s), as the case may be.
(8)
The Social Enterprise shall disclose
on its website all such events or information which have been disclosed to the
Social Stock Exchange(s) or the Stock Exchange(s), as the case may be, under
this regulation.
Regulation - 91E. Disclosures by a Social Enterprise in respect of social impact
(1)
A Social Enterprise, which is either
registered with or has raised funds through a Social Stock Exchange or a
Stock Exchange, as the case may be, shall be required to submit an annual
impact report to the Social Stock Exchange or the Stock Exchange in the format
specified by the Board from time to time.
(2)
The annual impact report shall
be [assessed
by a Social Impact Assessment Firm employing Social Impact Assessor(s).].
(3)
The Social Stock Exchange(s) may
specify parameters, in addition to those specified by the Board, which shall be
required to be disclosed by a Social Enterprise on an annual basis.
Regulation - 91F. Statement of utilisation of funds
(1)
A listed Not for Profit Organization
shall submit to the Social Stock Exchange(s) the following statement in respect
of utilisation of the funds raised, on a quarterly basis:
(a)
categorywise amount of monies raised;
(b)
categorywise amount of monies
utilised;
(c)
balance amount remaining unutilised.
(2)
The unutilised amount shall be kept in
a separate bank account and shall not be comingled with other funds.
(3)
The statement required under
subregulation (1) shall be given till the time the issue proceeds have been
fully utilised or the purpose for which they were raised, has been achieved.]
CHAPTER X
DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK EXCHANGE(S)
Regulation - 92. Dissemination.
(1)
Upon receipt of relevant intimations,
information, filings, reports, statements, documents or any other submissions
in terms of these regulations, from the listed entity the recognised stock
exchange(s) shall immediately disseminate the same on its website.
(2)
The disseminations by the recognised
stock exchange(s) as mentioned in subregulation (1) shall be made in organised,
user friendly and easily referable manner including by providing hyperlinks for
easy accessibility.
Regulation - 93. Transferability.
The
recognised stock exchange(s) shall coordinate with Depositories to ensure
compliance with the applicable laws or directions of the Board or any competent
court with regard to freezing/unfreezing, lockin/release of lockin with respect
to securities issued or managed by the listed entity.
Regulation - 94. Draft Scheme of Arrangement & Scheme of Arrangement[367][in case of entities that have listed their specified securities].
(1)
The designated stock exchange, upon
receipt of draft schemes of arrangement and the documents prescribed by the
Board, as per subregulation (1) of regulation 37, shall forward the same to the
Board, in the manner prescribed by the Board.
(2)
The stock exchange(s) shall submit to
the Board its [***]
NoObjection Letter on the draft scheme of arrangement after interalia
ascertaining whether the draft scheme of arrangement is in compliance with
securities laws within thirty days of receipt of draft scheme of arrangement or
within seven days of date of receipt of satisfactory reply on clarifications
from the listed entity and/or opinion from independent chartered accountant, if
any, sought by stock exchange(s), as applicable.
(3)
The stock exchange(s), shall
issue [***]
Noobjection letter to the listed entity within seven days of receipt of
comments from the Board, after suitably incorporating such comments in
the [***]
Noobjection letter:
Provided
that the validity of the [***]
Noobjection letter of stock exchanges shall be six months from the date of
issuance.
(4)
The stock exchange(s) shall bring
the [***]
objections, as the case may be, to the notice of Court or Tribunal at the time
of approval of the scheme of arrangement.
(5)
Upon sanction of the Scheme by the
Court or Tribunal, the designated stock exchange shall forward its
recommendations to the Board on the documents submitted by the listed entity in
terms of subregulation (5) of regulation 37.
Regulation - [94A. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their nonconvertible debt securities or nonconvertible redeemable preference shares.
(1)
Upon receipt of the draft schemes of
arrangement and the documents under subregulation (1) of regulation 59A, the
designated stock exchange shall forward the same to the Board, in such manner
as may be specified by the Board.
(2)
The stock exchange(s) shall submit to
the Board its NoObjection Letter on the draft scheme of arrangement, after
ascertaining whether the draft scheme of arrangement is in compliance with
securities laws, within the timelines as may be specified by the Board from
time to time.
(3)
The stock exchange(s), shall issue
Noobjection letter to the listed entity in the manner and within the timelines,
as may be specified by the Board from time to time:
Provided
that the validity of the Noobjection letter of stock exchanges shall be six
months from the date of issuance.
(4)
The stock exchange(s) shall bring the
objections to the notice of National Company Law Tribunal at the time of
approval of the scheme of arrangement by the National Company Law Tribunal.
(5)
Upon sanction of the Scheme by the
National Company Law Tribunal, the stock exchange shall forward its
recommendations to the Board on the documents submitted by the listed entity in
terms of subregulation (4) of regulation 59A.]
Regulation - 95. Statement on Impact of Audit Qualifications accompanying Annual Audit Report
The
recognised stock exchange(s) shall review the Statement on Impact of Audit
Qualifications and the accompanying annual audit report submitted in terms of
clause (d) of subregulation (3) of regulation 33 and clause (a) of
subregulation (3) of regulation 52.
Regulation - 96. Grievance Redressal.
The
recognised stock exchange(s) shall redress/facilitate redressal of complaints
of holders of listed securities from time to time.
Regulation - 97. Monitoring of Compliance/Non Compliance& Adequacy/Accuracy of the disclosures.
(1)
The recognised stock exchange(s) shall
monitor compliance by the listed entity with provisions of these regulations.
(2)
The recognised stock exchange(s) shall
also monitor adequacy/accuracy of the disclosures made by listed entity with
respect to provisions of these regulations.
(3)
The recognised stock exchange(s) shall
submit a report to the Board, with respect to the obligations specified in
subregulations (1) and (2), in the manner specified by the Board.
(4)
The recognised stock exchange(s) shall
put in place appropriate framework including adequate manpower and such
infrastructure as may be required to comply with the provisions of this
regulation.
CHAPTER XI PROCEDURE FOR ACTION
IN CASE OF DEFAULT
Regulation - 98. Liability for contravention of the Act, rules or the regulations.
(1) The listed entity or
any other person thereof who contravenes any of the provisions of these
regulations, shall, in addition to liability for action in terms of the
securities laws, be liable for the following actions by the respective stock
exchange(s), in the manner specified in circulars or guidelines issued by the
Board:
(a) imposition of fines;
(b) suspension of
trading;
(c) freezing of
promoter/promoter group holding of designated securities, as may be applicable,
in coordination with depositories.
(d) any other action as
may be specified by the Board from time to time
(2) The manner of
revocation of actions specified in clauses (b) and (c) of subregulation (1),
shall be as specified in circulars or guidelines issued by the Board.
Regulation - 99. Failure to pay fine.
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 XIA POWER TO RELAX STRICT
ENFORCEMENT OF THE REGULATIONS
Regulation - 99A. Exemption from enforcement of the regulations in special cases.
(1)
The Board may, exempt any person or
class of persons from the operation of all or any of the provisions of these
regulations for a period as may be specified but not exceeding twelve months,
for furthering innovation [***]
relating to testing new products, processes, services, business models, etc. in
live environment of regulatory sandbox in the securities markets.
(2)
Any exemption granted by the Board
under subregulation (1) shall be subject to the applicant satisfying such
conditions as may be specified by the Board including conditions to be complied
with on a continuous basis.
Explanation.
For the purposes of these regulations, "regulatory sandbox" means a
live testing environment where new products, processes, services, business
models, etc. may be deployed on a limited set of eligible customers for a
specified period of time, for furthering innovation in the securities market, subject
to such conditions as may be specified by the Board.]
CHAPTER XII
MISCELLANEOUS
Regulation - 100. Amendments to other regulations.
The
regulations specified in the Schedule IX to these regulations shall be amended
in the manner and to the extent stated therein.
Regulation - 101. Power to remove difficulties.
(1)
In order to remove any difficulties in
the application or interpretation of these regulations, the Board may issue
clarifications through guidance notes or circulars after recording reasons in writing.
(2)
In particular, and without prejudice
to the generality of the foregoing power, such guidance notes or circulars may
provide for all or any of the following matters, namely:
(a)
procedural aspects including
intimation to be given, documents to be submitted;
(b)
disclosure requirements;
(c)
listing conditions.
Regulation - 102. Power to relax strict enforcement of the regulations.
[(1) The Board may in the interest of investors and
securities market and for the development of the securities market, relax the
strict enforcement of any requirement of these regulations, if the Board is
satisfied that:
(a)
any provision of Act(s), Rule(s),
regulation(s) under which the listed entity is established or is governed by,
is required to be given precedence to; or
(b)
the requirement may cause undue
hardship to investors; or
(c)
the disclosure requirement is not
relevant for a particular industry or class of listed entities; or
(d)
the requirement is technical in
nature; or
(e)
the noncompliance is caused due to
factors affecting a class of entities but being beyond the control of the
entities.
[(1A) The Board may after due consideration of the interest
of the investors and the securities market and for the development of the
securities market, relax the strict enforcement of any of the requirements of
these regulations, if an application is made by the Central Government in
relation to its strategic disinvestment in a listed entity.]
[(2) For seeking relaxation under subregulation (1), an
application, giving details and the grounds on which such relaxation has been
sought, shall be filed with the Board.
[(3) The application referred to under subregulation (2)
shall be accompanied by a nonrefundable fee of rupees one lakh payable by way
of direct credit into the bank account through NEFT/RTGS/IMPS or online payment
using the SEBI Payment Gateway or any other mode as may be specified by the
Board from time to time.]]
Regulation - 103. Repeal and Savings
(1)
On and from the commencement of these
regulations, all circulars stipulating or modifying the provisions of the
listing agreements including those specified in Schedule X, shall stand
rescinded.
(2)
Notwithstanding such rescission,
anything done or any action taken or purported to have been done or taken
including any enquiry or investigation commenced or show cause notice issued in
respect of the circulars specified in subregulation (1) or the Listing
Agreements, entered into between stock exchange(s) and listed entity, in force
prior to the commencement of these regulations, shall be deemed to have been
done or taken under the corresponding provisions of these regulations.
SCHEDULE I
TERMS OF SECURITIES
[See Regulation 12]
The
listed entity shall use the facility of electronic clearing services or real
time gross settlement or national electronic funds transfer as follows:
(1)
the listed entity either
directly [or
through the depositories] or through their Registrar to an Issue and/or Share
Transfer Agent, shall use electronic clearing services (local, regional or
national), direct credit, real time gross settlement, national electronic funds
transfer etc for making payment of dividend/interest on securities
issued/redemption or repayment amount.
(2)
the listed entity or Share Transfer
Agent shall maintain bank details of their investors as follows:
(a)
for investors holding securities in
dematerialized mode, by seeking the same from the depositories.
(b)
for investors holding securities in
physical mode, by updating bank details of the investors at their end.
(3)
In cases where either the bank details
such as Magnetic Ink Character Recognition, Indian Financial System Code, etc.
that are required for making electronic payment are not available or the
electronic payment instructions have failed or have been rejected by the bank,
listed entity or share transfer agent shall issue 'payableatpar'
warrants/cheques for making payments:
Provided
that the listed entity shall mandatorily print the bank account details of the
investors on such payment instruments and in cases where the bank details of
investors are not available, the listed entity shall mandatorily print the
address of the investor on such payment instructions.
SCHEDULE II
CORPORATE GOVERNANCE
PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF
DIRECTORS
[See Regulation
17(7)]
(A)
Annual operating plans and budgets and
any updates.
(B)
Capital budgets and any updates.
(C)
Quarterly results for the listed
entity and its operating divisions or business segments.
(D)
Minutes of meetings of audit committee
and other committees of the board of directors.
(E)
The information on recruitment and
remuneration of senior officers just below the level of board of directors,
including appointment or removal of Chief Financial Officer and the Company
Secretary.
(F)
Show cause, demand, prosecution
notices and penalty notices, which are materially important.
(G)
Fatal or serious accidents, dangerous
occurrences, any material effluent or pollution problems.
(H)
Any material default in financial
obligations to and by the listed entity, or substantial nonpayment for goods
sold by the listed entity.
(I)
Any issue, which involves possible
public or product liability claims of substantial nature, including any
judgment or order which, may have passed strictures on the conduct of the
listed entity or taken an adverse view regarding another enterprise that may
have negative implications on the listed entity.
(J)
Details of any joint venture or
collaboration agreement.
(K)
Transactions that involve substantial
payment towards goodwill, brand equity, or intellectual property.
(L)
Significant labour problems and their
proposed solutions. Any significant development in Human Resources/Industrial
Relations front like signing of wage agreement, implementation of Voluntary
Retirement Scheme etc.
(M)
Sale of investments, subsidiaries,
assets which are material in nature and not in normal course of business.
(N)
Quarterly details of foreign exchange
exposures and the steps taken by management to limit the risks of adverse
exchange rate movement, if material.
(O)
Noncompliance of any regulatory,
statutory or listing requirements and shareholders service such as nonpayment
of dividend, delay in share transfer etc.
PART B: COMPLIANCE CERTIFICATE
[See Regulation
17(8)]
The
following compliance certificate shall be furnished by chief executive officer
and chief financial officer:
A.
They have reviewed financial
statements and the cash flow statement for the year and that to the best of
their knowledge and belief:
(1)
these statements do not contain any
materially untrue statement or omit any material fact or contain statements
that might be misleading;
(2)
these statements together present a
true and fair view of the listed entity's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B.
There are, to the best of their
knowledge and belief, no transactions entered into by the listed entity during
the year which are fraudulent, illegal or violative of the listed entity's code
of conduct.
C.
They accept responsibility for
establishing and maintaining internal controls for financial reporting and that
they have evaluated the effectiveness of internal control systems of the listed
entity pertaining to financial reporting and they have disclosed to the
auditors and the audit committee, deficiencies in the design or operation of
such internal controls, if any, of which they are aware and the steps they have
taken or propose to take to rectify these deficiencies.
D.
They have indicated to the auditors
and the Audit committee.
(1)
significant changes in internal
control over financial reporting during the year;
(2)
significant changes in accounting
policies during the year and that the same have been disclosed in the notes to
the financial statements; and
(3)
instances of significant fraud of
which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the listed entity's
internal control system over financial reporting.
PART C: ROLE OF THE AUDIT COMMITTEE AND REVIEW OF
INFORMATION BY AUDIT COMMITTEE
[See Regulation
18(3)]
A.
The role of the audit committee shall
include the following:
(1)
oversight of the listed entity's financial
reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
(2)
recommendation for appointment,
remuneration and terms of appointment of auditors of the listed entity;
(3)
approval of payment to statutory
auditors for any other services rendered by the statutory auditors;
(4)
reviewing, with the management, the
annual financial statements and auditor's report thereon before submission to
the board for approval, with particular reference to:
(a)
matters required to be included in the
director's responsibility statement to be included in the board's report in
terms of clause (c) of subsection (3) of Section 134 of the Companies Act,
2013;
(b)
changes, if any, in accounting
policies and practices and reasons for the same;
(c)
major accounting entries involving
estimates based on the exercise of judgment by management;
(d)
significant adjustments made in the
financial statements arising out of audit findings;
(e)
compliance with listing and other
legal requirements relating to financial statements;
(f)
disclosure of any related party
transactions;
(g)
modified opinion(s) in the draft audit
report;
(5)
reviewing, with the management, the
quarterly financial statements before submission to the board for approval;
(6)
reviewing, with the management, the
statement of uses/application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and
the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a 9[public issue or rights issue or preferential
issue or qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;
(7)
reviewing and monitoring the auditor's
independence and performance, and effectiveness of audit process;
(8)
approval or any subsequent
modification of transactions of the listed entity with related parties;
(9)
scrutiny of intercorporate loans and
investments;
(10)
valuation of undertakings or assets of
the listed entity, wherever it is necessary;
(11)
evaluation of internal financial
controls and risk management systems;
(12)
reviewing, with the management,
performance of statutory and internal auditors, adequacy of the internal
control systems;
(13)
reviewing the adequacy of internal
audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;
(14)
discussion with internal auditors of
any significant findings and follow up there on;
(15)
reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board;
(16)
discussion with statutory auditors
before the audit commences, about the nature and scope of audit as well as
postaudit discussion to ascertain any area of concern;
(17)
to look into the reasons for
substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared dividends) and creditors;
(18)
to review the functioning of the
whistle blower mechanism;
(19)
approval of appointment of chief
financial officer after assessing the qualifications, experience and
background, etc. of the candidate;
(20)
Carrying out any other function as is
mentioned in the terms of reference of the audit committee.
[(21) reviewing the utilization of loans and/ or advances
from/investment by the holding company in the subsidiary exceeding rupees 100
crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on the date of coming into
force of this provision.]
[(22) consider and comment on rationale, costbenefits and
impact of schemes involving merger, demerger, amalgamation etc., on the listed
entity and its shareholders.]
B.
The audit committee shall mandatorily
review the following information:
(1)
management discussion and analysis of
financial condition and results of operations;
(2)
[***]
(3)
management letters/letters of internal
control weaknesses issued by the statutory auditors;
(4)
internal audit reports relating to
internal control weaknesses; and
(5)
the appointment, removal and terms of
remuneration of the chief internal auditor shall be subject to review by the
audit committee.
(6)
statement of deviations:
(a)
quarterly statement of deviation(s)
including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
(b)
annual statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE)]
[[See Regulation
19(4), 20(4) and 21(4)]]
A.
ROLE OF NOMINATION
AND REMUNERATION COMMITTEE:
Role
of committee shall, interalia, include the following:
(1)
formulation of the criteria for
determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration
of the directors, key managerial personnel and other employees;
[(1A) For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent
director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
(a)
use the services of an external
agencies, if required;
(b)
consider candidates from a wide range
of backgrounds, having due regard to diversity; and
(c)
consider the time commitments of the
candidates.]
(2)
formulation of criteria for evaluation
of performance of independent directors and the board of directors;
(3)
devising a policy on diversity of
board of directors;
(4)
identifying persons who are qualified
to become directors and who may be appointed in senior management in accordance
with the criteria laid down, and recommend to the board of directors their
appointment and removal.
(5)
whether to extend or continue the term
of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
[(6) recommend to the board, all remuneration, in whatever
form, payable to senior management.]
B.
Stakeholders
Relationship Committee
[The role of the committee shall interalia include the
following:
(1)
Resolving the grievances of the
security holders of the listed entity including complaints related to
transfer/transmission of shares, nonreceipt of annual report, nonreceipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.
(2)
Review of measures taken for effective
exercise of voting rights by shareholders.
(3)
Review of adherence to the service
standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
(4)
Review of the various measures and
initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.]
[C. Risk Management Committee
The
role of the committee shall, inter alia, include the following:
(1)
To formulate a detailed risk
management policy which shall include:
(a)
A framework for identification of
internal and external risks specifically faced by the listed entity, in
particular including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks or any other
risk as may be determined by the Committee.
(b)
Measures for risk mitigation including
systems and processes for internal control of identified risks.
(c)
Business continuity plan.
(2)
To ensure that appropriate
methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(3)
To monitor and oversee implementation
of the risk management policy, including evaluating the adequacy of risk
management systems;
(4)
To periodically review the risk
management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;
(5)
To keep the board of directors
informed about the nature and content of its discussions, recommendations and
actions to be taken;
(6)
The appointment, removal and terms of
remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee.
The
Risk Management Committee shall coordinate its activities with other
committees, in instances where there is any overlap with activities of such
committees, as per the framework laid down by the board of directors.]
PART E: DISCRETIONARY REQUIREMENTS
[See Regulation
27(1)]
A.
The Board
A
nonexecutive chairperson may be entitled to maintain a chairperson's office at
the listed entity's expense and also allowed reimbursement of expenses incurred
in performance of his [/her]
duties.
B.
Shareholder Rights
A
halfyearly declaration of financial performance including summary of the
significant events in last sixmonths, may be sent to each household of
shareholders.
C.
Modified opinion(s) in audit report
The
listed entity may move towards a regime of financial statements with unmodified
audit opinion.
[***]
D.
[Separate posts of Chairperson and the Managing Director or
the Chief Executive Officer
The
listed entity may appoint separate persons to the post of the Chairperson and
the Managing Director or the Chief Executive Officer, such that the Chairperson
shall
(a)
be a nonexecutive director; and
(b)
not be related to the Managing
Director or the Chief Executive Officer as per the definition of the term
"relative" defined under the Companies Act, 2013.]
E.
Reporting of internal auditor
The
internal auditor may report directly to the audit committee.
SCHEDULE III
PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED
SECURITIES
[See Regulation 30]
The
following shall be events/information, upon occurrence of which listed entity
shall make disclosure to stock exchange(s):
A.
Events which shall be disclosed
without any application of the guidelines for materiality as specified in
subregulation (4) of regulation (30):
(1)
[Acquisition(s) (including agreement to acquire), Scheme of
Arrangement (amalgamation, merger, demerger or restructuring), sale or disposal
of any unit(s), division(s), whole or substantially the whole of the
undertaking(s) or subsidiary of the listed entity, sale of stake in associate
company of the listed entity or any other restructuring.
Explanation
(1) For the purpose of this
subparagraph, the word 'acquisition' shall mean
(i)
acquiring control, whether directly or
indirectly; or
(ii)
acquiring or agreement to acquire
shares or voting rights in a company, whether existing or to be incorporated,
whether directly or indirectly, such that
(a)
the listed entity holds shares or
voting rights aggregating to five per cent or more of the shares or voting
rights in the said company; or
(b)
there has been a change in holding
from the last disclosure made under sub clause (a) of clause (ii) of the
Explanation to this subparagraph and such change exceeds two per cent of the
total shareholding or voting rights in the said company; or
(c)
the cost of acquisition or the price
at which the shares are acquired exceeds the threshold specified in subclause
(c) of clause (i) of subregulation (4) of regulation 30.
Explanation
(2) For the purpose of this subparagraph, "sale or disposal of
subsidiary" and "sale of stake in associate company" shall
include
(i)
an agreement to sell or sale of shares
or voting rights in a company such that the company ceases to be a wholly owned
subsidiary, a subsidiary or an associate company of the listed entity; or
(ii)
an agreement to sell or sale of shares
or voting rights in a subsidiary or associate company such that the amount of
the sale exceeds the threshold specified in sub clause (c) of clause (i) of
subregulation (4) of regulation 30.
Explanation
(3) For the purpose of this subparagraph, "undertaking" and
"substantially the whole of the undertaking" shall have the same
meaning as given under section 180 of the Companies Act, 2013.]
(2)
Issuance or forfeiture of securities,
split or consolidation of shares, buyback of securities, any restriction on
transferability of securities or alteration in terms or structure of existing
securities including forfeiture, reissue of forfeited securities, alteration of
calls, redemption of securities etc.
(3)
[New Rating(s) or] Revision in Rating(s).
(4)
Outcome of Meetings of the board of
directors: The listed entity shall disclose to the Exchange(s), within 30
minutes of the closure of the meeting, held to consider the following:
(a)
dividends and/or cash bonuses recommended
or declared or the decision to pass any dividend and the date on which dividend
shall be paid/dispatched;
(b)
any cancellation of dividend with
reasons thereof;
(c)
the decision on buyback of securities;
(d)
the decision with respect to fund
raising proposed to be undertaken
(e)
increase in capital by issue of bonus
shares through capitalization including the date on which such bonus shares
shall be credited/dispatched;
(f)
reissue of forfeited shares or
securities, or the issue of shares or securities held in reserve for future
issue or the creation in any form or manner of new shares or securities or any
other rights, privileges or benefits to subscribe to;
(g)
short particulars of any other
alterations of capital, including calls;
(h)
financial results;
(i)
decision on voluntary delisting by the
listed entity from stock exchange(s).
[Provided that in case of board meetings being held for
more than one day, the financial results shall be disclosed within thirty
minutes of end of the meeting for the day on which it has been considered.]
(5)
Agreements (viz. shareholder
agreement(s), joint venture agreement(s), family settlement agreement(s) (to
the extent that it impacts management and control of the listed entity),
agreement(s)/treaty(ies)/contract(s) with media companies) which are binding
and not in normal course of business, revision(s) or amendment(s) and
termination(s) thereof.
[(5A) Agreements entered into by the shareholders,
promoters, promoter group entities, related parties, directors, key managerial
personnel, employees of the listed entity or of its holding, subsidiary or
associate company, among themselves or with the listed entity or with a third
party, solely or jointly, which, either directly or indirectly or potentially
or whose purpose and effect is to, impact the management or control of the
listed entity or impose any restriction or create any liability upon the listed
entity, shall be disclosed to the Stock Exchanges, including disclosure of any
rescission, amendment or alteration of such agreements thereto, whether or not
the listed entity is a party to such agreements:
Provided
that such agreements entered into by a listed entity in the normal course of
business shall not be required to be disclosed unless they, either directly or
indirectly or potentially or whose purpose and effect is to, impact the
management or control of the listed entity or they are required to be disclosed
in terms of another provisions of these regulations.
Explanation:
For the purpose of this clause, the term "directly or indirectly"
includes agreements creating obligation on the parties to such agreements to
ensure that listed entity shall or shall not act in a particular manner.]
(6)
[Fraud or defaults by a listed entity, its promoter,
director, key managerial personnel, senior management or subsidiary or arrest
of key managerial personnel, senior management, promoter or director of the
listed entity, whether occurred within India or abroad:
For
the purpose of this subparagraph:
(i)
'Fraud' shall include fraud as defined
under Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition
of Fraudulent and Unfair Trade Practices relating to Securities Market)
Regulations, 2003.
(ii)
'Default' shall mean nonpayment of the
interest or principal amount in full on the date when the debt has become due
and payable.
Explanation
1 In case of revolving facilities like cash credit, an entity would be
considered to be in 'default' if the outstanding balance remains continuously
in excess of the sanctioned limit or drawing power, whichever is lower, for
more than thirty days.
Explanation
2 Default by a promoter, director, key managerial personnel, senior management,
subsidiary shall mean default which has or may have an impact on the listed
entity.]
(7)
Change in directors, key managerial
personnel (Managing Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary etc.), [senior
management,] Auditor and Compliance Officer.
[(7A) In case of resignation of the auditor of the listed
entity, detailed reasons for resignation of auditor, as given by the said
auditor, shall be disclosed by the listed entities to the stock exchanges as
soon as possible but not later than twenty four hours of receipt of such
reasons from the auditor.
(7B) Resignation of [independent
director] including reasons for resignation:
In
case of resignation of an independent director of the listed entity, within
seven days from the date of resignation, the following disclosures shall be
made to the stock exchanges by the listed entities:
(i)
[The letter of resignation along with] detailed reasons for
the resignation [***]
as given by the said director [***].
[(ia) Names of listed entities in which the resigning
director holds directorships, indicating the category of directorship and
membership of board committees, if any.]
(ii)
The independent director shall, along
with the detailed reasons, also provide a confirmation that there is no other
material reasons other than those provided.
(iii)
The confirmation as provided by the
independent director above shall also be disclosed by the listed entities to
the stock exchanges along with the [disclosures]
as specified in subclause (i) [and
(ii)] above.]
[(7C) In case of resignation of key managerial personnel,
senior management, Compliance Officer or director other than an independent
director; the letter of resignation along with detailed reasons for the
resignation as given by the key managerial personnel, senior management,
Compliance Officer or director shall be disclosed to the stock exchanges by the
listed entities within seven days from the date that such resignation comes
into effect.
(7D) In case the Managing Director or Chief Executive
Officer of the listed entity was indisposed or unavailable to fulfill the
requirements of the role in a regular manner for more than forty five days in
any rolling period of ninety days, the same along with the reasons for such
indisposition or unavailability, shall be disclosed to the stock exchange(s).]
(8)
Appointment or discontinuation of
share transfer agent.
[9. Resolution plan/Restructuring in relation to
loans/borrowings from banks/financial institutions including the following
details:
(i)
Decision to initiate resolution of
loans/borrowings;
(ii)
Signing of InterCreditors Agreement
(ICA) by lenders;
(iii)
Finalization of Resolution Plan;
(iv)
Implementation of Resolution Plan;
(v)
Salient features, not involving
commercial secrets, of the resolution/restructuring plan as decided by
lenders.]
10. One time settlement with a bank.
11. [****]
windingup petition filed by any party/creditors.
12. 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 by the listed entity.
13. Proceedings of Annual and extraordinary general
meetings of the listed entity.
14. Amendments to memorandum and articles of association of
listed entity, in brief.
[15 (a) Schedule of analysts or institutional investors
meet [at
least two working days in advance (excluding the date of the intimation and the
date of the meet)] and presentations made by the listed entity to analysts or
institutional investors.
Explanation:
For the purpose of this clause 'meet' shall mean group meetings or group
conference calls conducted physically or through digital means.
(b)
Audio or video recordings and transcripts of post earnings/quarterly calls, by
whatever name called, conducted physically or through digital means,
simultaneously with submission to the recognized stock exchange(s), in the
following manner:
(i)
the presentation and the audio/video
recordings shall be promptly made available on the website and in any case,
before the next trading day or within twentyfour hours from the conclusion of
such calls, whichever is earlier;
(ii)
the transcripts of such calls shall be
made available on the website within five working days of the conclusion of
such calls:
The
requirement for disclosure(s) of audio/video recordings and transcript shall be
voluntary with effect from April 01, 2021 and mandatory with effect from April
01, 2022.]
[16. The following events in relation to the corporate
insolvency resolution process (CIRP) of a listed corporate debtor under the
Insolvency Code:
(a)
Filing of application by the corporate
applicant for initiation of CIRP, also specifying the amount of default;
(b)
Filing of application by financial
creditors for initiation of CIRP against the corporate debtor, also specifying
the amount of default;
(c)
Admission of application by the
Tribunal, along with amount of default or rejection or withdrawal, as
applicable ;
(d)
Public announcement made pursuant to
order passed by the Tribunal under section 13 of Insolvency Code;
(e)
List of creditors as required to be
displayed by the corporate debtor under regulation 13(2)(c) of the IBBI
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
(f)
Appointment/ Replacement of the
Resolution Professional;
(g)
Prior or postfac to intimation of the
meetings of Committee of Creditors;
(h)
Brief particulars of invitation of
resolution plans under section 25(2)(h) of Insolvency Code in the Form
specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016;
(i)
Number of resolution plans received by
Resolution Professional;
(j)
Filing of resolution plan with the
Tribunal;
(k)
Approval of resolution plan by the
Tribunal or rejection, if applicable;
[(l) Specific features and details of the resolution plan
as approved by the Adjudicating Authority under the Insolvency Code, not
involving commercial secrets, including details such as:
(i)
Pre and Post networth of the company;
(ii)
Details of assets of the company post
CIRP;
(iii)
Details of securities continuing to be
imposed on the companies' assets;
(iv)
Other material liabilities imposed on
the company;
(v)
Detailed pre and post shareholding
pattern assuming 100% conversion of convertible securities;
(vi)
Details of funds infused in the
company, creditors paidoff;
(vii)
Additional liability on the incoming
investors due to the transaction, source of such funding etc.;
(viii)
Impact on the investorrevised P/E,
RONW ratios etc.;
(ix)
Names of the new promoters, [key
managerial personnel], if any and their past experience in the business or
employment. In case where promoters are companies, history of such company and
names of natural persons in control;
(x)
Brief description of business
strategy.]
(m) Any other material information not involving commercial
secrets.]
[n) Proposed steps to be taken by the incoming
investor/acquirer for achieving the MPS;
(o) Quarterly disclosure of the status of achieving the
MPS;
(p) The details as to the delisting plans, if any approved
in the resolution plan.]
[17. Initiation of Forensic audit: In case of initiation of
forensic audit, (by whatever name called), the following disclosures shall be
made to the stock exchanges by listed entities:
(a)
The fact of initiation of forensic
audit alongwith name of entity initiating the audit and reasons for the same,
if available;
(b)
Final forensic audit report (other
than for forensic audit initiated by regulatory / enforcement agencies) on
receipt by the listed entity along with comments of the management, if any.]
[18. Announcement or communication through social media
intermediaries or mainstream media by directors, promoters, key managerial
personnel or senior management of a listed entity, in relation to any event or
information which is material for the listed entity in terms of regulation 30
of these regulations and is not already made available in the public domain by
the listed entity.
Explanation "social media intermediaries" shall
have the same meaning as defined under the Information Technology (Intermediary
Guidelines and Digital Media Ethics Code) Rules, 2021.
19. Action(s) initiated or orders passed by any regulatory,
statutory, enforcement authority or judicial body against the listed entity or
its directors, key managerial personnel, senior management, promoter or
subsidiary, in relation to the listed entity, in respect of the following:
(a)
search or seizure; or
(b)
reopening of accounts under
section 130 of the Companies Act, 2013; or
(c)
investigation under the provisions of
Chapter XIV of the Companies Act, 2013;
along
with the following details pertaining to the actions(s) initiated, taken or
orders passed:
(i)
name of the authority;
(ii)
nature and details of the action(s)
taken, initiated or order(s) passed;
(iii)
date of receipt of direction or order,
including any adinterim or interim orders, or any other communication from the
authority;
(iv)
details of the
violation(s)/contravention(s) committed or alleged to be committed;
(v)
impact on financial, operation or
other activities of the listed entity, quantifiable in monetary terms to the
extent possible.
20. Action(s) taken or orders passed by any regulatory,
statutory, enforcement authority or judicial body against the listed entity or
its directors, key managerial personnel, senior management, promoter or
subsidiary, in relation to the listed entity, in respect of the following:
(a)
suspension;
(b)
imposition of fine or penalty;
(c)
settlement of proceedings;
(d)
debarment;
(e)
disqualification;
(f)
closure of operations;
(g)
sanctions imposed;
(h)
warning or caution; or
(i)
any other similar action(s) by
whatever name called;
along
with the following details pertaining to the actions(s) initiated, taken or
orders passed:
(i)
name of the authority;
(ii)
nature and details of the action(s)
taken, initiated or order(s) passed;
(iii)
date of receipt of direction or order,
including any adinterim or interim orders, or any other communication from the
authority;
(iv)
details of the
violation(s)/contravention(s) committed or alleged to be committed;
(v)
impact on financial, operation or
other activities of the listed entity, quantifiable in monetary terms to the
extent possible.
21. Voluntary
revision of financial statements or the report of the board of directors of the
listed entity under section 131 of the Companies Act, 2013.]
B.
Events which shall be disclosed upon
application of the guidelines for materiality referred subregulation (4) of
regulation (30):
1. Commencement or
any postponement in the date of commencement of commercial production or
commercial operations of any unit/division.
[2. Any of the following events pertaining to the listed
entity:
(a)
arrangements for strategic, technical,
manufacturing, or marketing tieup; or
(b)
adoption of new line(s) of business;
or
(c)
closure of operation of any unit,
division or subsidiary (in entirety or in piecemeal).]
3. Capacity addition or product launch.
4. Awarding,
bagging/receiving, amendment or termination of awarded/bagged orders/contracts
not in the normal course of business.
5. Agreements (viz.
loan agreement(s) [****]
or any other agreement(s) which are binding and not in normal course of
business) and revision(s) or amendment(s) or termination(s) thereof.
6. Disruption of
operations of any one or more units or division of the listed entity due to
natural calamity (earthquake, flood, fire etc.), force majeure or events such
as strikes, lockouts etc.
7. Effect(s)
arising out of change in the regulatory framework applicable to the listed
entity
[8. Pendency of any litigation(s) or dispute(s) or the
outcome thereof which may have an impact on the listed entity.]
[9. Frauds or defaults by employees of the listed entity
which has or may have an impact on the listed entity.]
10. Options to
purchase securities including any ESOP/ESPS Scheme.
11. Giving of
guarantees or indemnity or becoming a surety [,
by whatever named called,] for any third party.
12. Granting,
withdrawal, surrender, cancellation or suspension of key licenses or regulatory
approvals.
[13. Delay or default in the payment of fines, penalties,
dues, etc. to any regulatory, statutory, enforcement or judicial authority.]
C.
Any other information/event viz. major
development that is likely to affect business, e.g. emergence of new
technologies, expiry of patents, any change of accounting policy that may have
a significant impact on the accounts, etc. and brief details thereof and any
other information which is exclusively known to the listed entity which may be
necessary to enable the holders of securities of the listed entity to appraise
its position and to avoid the establishment of a false market in such
securities.
D.
Without prejudice to the generality of
para (A), (B) and (C) above, the listed entity may make disclosures of
event/information as specified by the Board from time to time.
PART B: DISCLOSURE OF INFORMATION HAVING BEARING ON
PERFORMANCE/OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE INFORMATION:
NONCONVERTIBLE [***]
SECURITIES & [***]
[See Regulation 51(2)]
A.
The listed entity shall promptly
inform [***]
the stock exchange(s) of all information which shall have bearing on
performance/operation of the listed entity or is price sensitive or shall
affect payment of interest or dividend [or
redemption payment] of nonconvertible [***]
securities [***]
including:
[(1) expected default in the timely payment of interest,
dividend or redemption payment or both in respect of the nonconvertible
securities and also default in the creation of security for nonconvertible debt
securities as soon as the same becomes apparent;]
(2) any attachment or prohibitory orders restraining the
listed entity from transferring nonconvertible [***]
securities [***]
from the account of the registered holders alongwith the particulars of the
numbers of securities so affected, the names of the registered holders and
their demat account details;
[(3) any action which shall result in the redemption, reduction,
cancellation, retirement in whole or in part of any nonconvertible securities;]
(4) any action that shall affect adversely payment of
interest on nonconvertible debt securities or payment of dividend on
nonconvertible redeemable preference shares including default by issuer to pay
interest on nonconvertible debt securities or redemption amount and failure to
create a charge on the assets;
(5) any change in
the form or nature of any of its nonconvertible [***]
securities [***]
that are listed on the stock exchange(s) or in the rights or privileges of the
holders thereof and make an application for listing of the securities as
changed, if the stock exchange(s) so require;
(6) any changes in
the general character or nature of business/activities, disruption of operation
due to natural calamity, and commencement of commercial production/commercial
operations;
(7) any events
such as strikes and lock outs. which have a bearing on the interest
payment/dividend payment/principal repayment capacity;
(8) details of any
letter or comments made by debenture trustees regarding payment/nonpayment of
interest on due dates, payment/nonpayment of principal on the due dates or any
other matter concerning the security, listed entity and/or the assets along
with its comments thereon, if any;
(9) delay/default
in payment of interest or dividend/principal amount/redemption for a period of
more than three months from the due date;
(10) failure to create charge on the assets within the
stipulated time period;
(11) any instance(s) of default/delay in timely repayment
of interests or principal obligations or both in respect of the debt securities
including, any proposal for rescheduling or postponement of the repayment
programmes of the dues/debts of the listed entity with any
investor(s)/lender(s).
[***]
(12) any major change in composition of its board of
directors, which may amount to change in control as defined in Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(13) any revision in the rating;
(14) the following approvals by board of directors in their
meeting:
(a)
the decision to pass any interest
payment;
(b)
short particulars of any increase of
capital whether by issue of bonus securities through capitalization, or by way
of right securities to be offered to the [debt
security] holders, or in any other way;
(15) all [***]
information, report, notices, call letters, circulars, proceedings, etc
concerning nonconvertible [***]
debt securities;
[(16) The listed entity shall disclose the outcome of
meetings of the board of directors to the Exchange(s), within thirty minutes of
the closure of the meeting, held to consider the following:
(a)
the decision with respect to fund
raising proposed to be undertaken by way of nonconvertible securities;
(b)
financial results:
Provided
that in case of board meetings being held for more than one day, the financial
results shall be disclosed within thirty minutes of end of the meeting for the
day on which it has been considered.]
[(17) fraud/defaults by promoter or key managerial
personnel or director or employees of listed entity or by listed entity or
arrest of key managerial personnel or promoter;
(18) change in directors, key managerial personnel
(Managing Director, Chief Executive Officer, Chief Financial Officer, Company
Secretary etc.), Auditor and Compliance Officer;
(19) in case of resignation of the auditor of the listed
entity, detailed reasons for resignation of auditor, as given by the said
auditor, shall be disclosed by the listed entities to the stock exchanges as
soon as possible but not later than twentyfour hours of receipt of such reasons
from the auditor;
(20) resolution plan/restructuring in relation to
loans/borrowings from banks/financial institutions including the following
details:
(i)
Decision to initiate resolution of
loans/borrowings;
(ii)
Signing of InterCreditors Agreement
(ICA) by lenders;
(iii)
Finalization of Resolution Plan;
(iv)
Implementation of Resolution Plan;
(v)
Salient features, not involving
commercial secrets, of the resolution/restructuring plan as decided by lenders.
(21) Onetime settlement with a bank;
(22) Windingup petition filed by any party/creditors;
(23) Proceedings of Annual and extraordinary general
meetings of the listed entity;
(24) the following events in relation to the Corporate
Insolvency Resolution Process (CIRP) of a listed corporate debtor under the
Insolvency Code:
(a)
Filing of application by the corporate
applicant for initiation of CIRP, also specifying the amount of default;
(b)
Filing of application by the financial
creditors for initiation of CIRP against the corporate debtor, also specifying
the amount of default;
(c)
Admission of application by the
Tribunal, along with the amount of default or rejection or withdrawal, as
applicable;
(d)
Public announcement made pursuant to
the order passed by the Tribunal under section 13 of Insolvency Code;
(e)
List of creditors as required to be
displayed by the corporate debtor under regulation 13(2)I of the Insolvency and
Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons)
Regulations, 2016;
(f)
Appointment/Replacement of the
Resolution Professional;
(g)
Prior or postfacto intimation of the
meetings of Committee of Creditors;
(h)
Brief particulars of invitation of
resolution plans under section 25(2)(h) of Insolvency Code in the Form
specified under regulation 36A (5) of the Insolvency and Bankruptcy Board of
India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
(i)
Number of resolution plans received by
Resolution Professional;
(j)
Filing of resolution plan with the
Tribunal;
(k)
Approval of resolution plan by the
Tribunal or rejection, if applicable;
(l)
Specific features and details of the
resolution plan as approved by the Adjudicating Authority under the Insolvency
Code, not involving commercial secrets, including details such as:
(i)
Pre and Post networth of the company;
(ii)
Details of assets of the company post
CIRP;
(iii)
Details of securities continuing to be
imposed on the companies' assets;
(iv)
Other material liabilities imposed on
the company;
(v)
Detailed pre and post shareholding
pattern assuming 100% conversion of convertible securities;
(vi)
Details of funds infused in the
company, creditors paidoff;
(vii)
Additional liability on the incoming
investors due to the transaction, source of such funding etc.;
(viii)
Impact on the investorrevised P/E,
RONW ratios etc.;
(ix)
Names of the new promoters, key
managerial persons(s), if any and their past experience in the business or
employment. In case where promoters are companies, history of such company and
names of natural persons in control;
(x)
Brief description of business
strategy.
(25) intimation related to any change in terms of issue or
redemption or exercising of call/put options;
(26) intimation related to any change in covenants or
breach of covenants under the terms of nonconvertible debentures and/or
nonconvertible redeemable preference shares;
(27) intimation related to forfeiture of unclaimed interest
or dividend or principal amount;
(28) intimation related to any change in the debenture trustee
or Credit Rating Agency or Registrar and Share Transfer Agent;
(29) intimation of comfort/guarantee or any credit
enhancement provided by the listed entity to a third party;
(30) any other information/change that:
(a)
shall affect the rights and obligations
of the holders of the nonconvertible securities; and
(b)
is not in the public domain but
necessary to enable the holders of the nonconvertible securities to comprehend
the true position and to avoid the creation of a false market in such listed
securities.
PART C: DISCLOSURES OF MATERIAL EVENTS OR INFORMATION :
INDIAN DEPOSITORY RECEIPTS
[See Regulation 68(2)]
A.
The listed entity shall promptly
inform to the stock exchange(s) of all events which are material and/or all
information which are price sensitive or have bearing on performance/operation
of the listed entity at the same time and to the extent it intimates to the
listing authority or any other authority in its home country or other
jurisdictions where its securities may be listed or other stock exchange(s) in
its home country or other jurisdictions where its securities may be listed
including:
(1)
any action or investigations initiated
by any regulatory or statutory authority and the purpose for which it was
initiated.
(2)
any attachment or prohibitory orders
restraining the listed entity from transferring securities out of the names of
the registered holders and particulars of the registered holders thereof.
(3)
the meeting of the board of directors
which has been held to consider or decide on the following:
(a)
all dividends and/or cash bonuses
recommended or declared or the decision to pass any dividend or cash bonus;
(b)
the total turnover, gross profit/loss,
provision for depreciation, tax provisions and net profits for the year (with
comparison with the previous year) and the amounts appropriated from reserves,
capital profits, accumulated profits of past years or other special source to
provide wholly or partly for any dividend, even if this calls for qualification
that such information is provisional or subject to audit;
(c)
the recommendation or declaration of
dividend or rights issue or issue of convertible debentures or of debentures
carrying a right to subscribe to equity shares or the passing over of the
dividend
(d)
any decision on buy back of equity
shares of the listed entity,;
(4)
Change in
(a)
board of directors of listed entity by
death, resignation, removal or otherwise;
(b)
managing director;
(c)
auditors appointed to audit the books
and accounts;
(d)
the compliance officer;
(e)
the registrar to an issue and/or share
transfer agent, domestic depository or the overseas custodian bank;
(5)
any change in the rights attaching to
any class of equity shares into which the Indian Depository Receipts are
exchangeable;
(6)
short particulars of any increase of
capital whether by issue of bonus shares through capitalization, or by rights
issue of equity shares, or in any other manner;
(7)
short particulars of the reissues of
forfeited shares or securities, or the issue of shares or securities held in
reserve for future issue or the creation in any form or manner of new shares or
securities or any other rights, privileges or benefits to subscribe thereto;
(8)
short particulars of any other
alterations of capital, including calls;
(9)
in the event of the listed entity
granting any options to purchase any Indian Depository Receipts the following
particulars:
(a)
the number of Indian Depository
Receipts covered by such options, terms thereof and the time within which they
may be exercised;
(b)
any subsequent changes or cancellation
or exercise of such options;
(10)
Notices, resolutions, circulars, call
letters or any other circulars etc. issued or advertised anywhere with
respect to:
(a)
proceedings at all annual and
extraordinary general meetings of the listed entity, including notices of
meetings and proceedings of meeting;
(b)
amendments to its constitutional
documents as soon as they have been approved by the listed entity in general
meeting;
(c)
compliance with requirements in home
country or in other jurisdictions where such securities are listed;
(d)
any merger, amalgamation,
reconstruction, reduction of capital, scheme or arrangement involving the
listed entity including meetings of equity shareholders, IDR Holders or any
class of them and proceedings at all such meetings;
(11)
any other information necessary to
enable the IDR Holders to appraise the listed entity's position and to avoid
the establishment of a false market in IDRs;
B.
The listed entity shall, apart from
complying with all specific requirements as above, intimate the stock
exchange(s) immediately of events such as strikes, lock outs, closure on
account of power cuts, etc. and other material events or price sensitive
information or events which shall have a material bearing on the
performance/operations of the listed entity both at the time of occurrence of
the event and subsequently after the cessation of the event at the same time
and as to the extent that it discloses to holders of securities in its home
country or in other jurisdictions where such securities are listed;
C.
In addition to above, the listed
entity shall disclose to the stock exchange(s), any information which is
disclosed to any other overseas stock exchange(s) or made public in any other
overseas securities market, on which its securities may be listed or quoted,
simultaneously with such disclosure or publication, or as soon thereafter as
may be reasonably practicable;
D.
The listed entity shall submit to the
stock exchange(s) on request any other information concerning the listed entity
as the stock exchange(s) may reasonably require;
PART D: DISCLOSURE OF INFORMATION HAVING BEARING ON
PERFORMANCE/OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE INFORMATION:
SECURITISED DEBT INSTRUMENT
[See Regulation 83(2)]
A.
The listed entity shall promptly
inform the stock exchange(s) of all information having bearing on the
performance/operation of the listed entity and price sensitive information
including:
(1)
any attachment or prohibitory orders
restraining the listed entity from transferring securitized debt instruments
from the account of the registered holders and particulars of the numbers of
securitized debt instruments so affected and the names of the registered
holders and their demat account details;
(2)
any action that shall result in the
redemption, conversion, cancellation, retirement in whole or in part of any
securitized debt instruments;
(3)
any action that shall affect adversely
payment of interest on securitized debt instruments;
(4)
any change in the form or nature of
any of its securitized debt instruments that are listed on the stock
exchange(s) or in the rights or privileges of the holders thereof and to make
an application for listing of the said securities as changed, if the stock
exchange(s) so requires;
(5)
expected default in timely payment of
interest or redemption or repayment amount or both in respect of the
securitized debt instruments listed on the recognised stock exchange(s) as soon
as the same becomes apparent;
(6)
changes in the General Character or
nature of business/activities, disruption of operation due to natural calamity
etc;
(7)
revision in rating as a result of
credit rating done periodically;
(8)
delay/default in payment of
interest/principal amount to the investors for a period of more than three
months from the due date; and
(9)
any other change that shall affect the
rights and obligations of the holders of securitized debt instruments, any
other information not in the public domain necessary to enable the holders of
the listed securitized debt instruments to clarify its position and to avoid
the creation of a false market in such listed securities or any other
information having bearing on the operation/performance of the listed entity as
well as price sensitive information.
[PART E
DISCLOSURE OF EVENTS OR INFORMATION TO STOCK EXCHANGES:
SECURITY RECEIPTS
[See Regulation 87B
(1)]
A.
The following events/information shall
be disclosed by the listed entity without any application of guidelines of
materiality as soon as reasonably possible but not later than twenty four hours
from occurrence of event or information:
(1)
any delay or expected delay in cash
flows from the due date or pre agreed date if any;
(2)
any change in value of cashflows as
disclosed if any;
(3)
any receipt of cash flow or expected
cash flow along with quantum so received;
(4)
any change in credit enhancement
measures;
(5)
periodic rating obtained from credit
rating agency or any revision in the rating or any expected revision in rating;
(6)
periodic Net Asset Value;
(7)
any proposal to change or change of
credit rating agency or Valuer;
(8)
any change in profile of the assets by
way of accretion to or realisation of assets from the existing pool;
(9)
any proposal for acquisition of assets
including terms of acquisition;
(10)
any expected nonrealisation or
nonrealisation of the financial assets and remedial measures proposed to be
undertaken;
(11)
any change in nature of charge on the
underlying assets.
(12)
any proposal to change or any change
in terms of security receipts including rights or privileges or nature or form
etc.;
(13)
any proposal or action with respect to
exercising call/put option (right to redeem) or any similar option by the
listed entity;
(14)
any breach of covenant(s) under the
terms of security receipts;
(15)
any proposal or action for forfeiture
of unclaimed cash flow or forfeiture of any security receipts;
(16)
any change in resolution plan;
(17)
any change in percentage holding of
nonperforming loans across other banks;
(18)
any change in the general character or
nature of business / activities, disruption of operation due to natural
calamity etc. of the listed entity;
(19)
any attachment or prohibitory orders
restraining the listed entity from transferring security receipts;
(20)
initiation or status update with
respect to reference to National Company Law Tribunal under the Insolvency and
Bankruptcy Code 2016 of any underlying assets;
(21)
intimation in advance of the meeting
of its board of directors, at which the recommendation or declaration of issue
of security receipts or any other matter affecting the rights or interests of
holders of security receipts is proposed to be considered and also outcome of
such meetings;
(22)
fraud or defaults by sponsor or key
managerial personnel or arrest of key managerial personnel or sponsor;
(23)
change in directors, key managerial
personnel (Managing Director, Chief Executive Officer, Chief Financial Officer
, Company Secretary etc.), Auditor and Compliance Officer of the Sponsor;
(24)
in addition to the above, the listed
entity shall provide all such disclosures to the Stock Exchange(s) as it is
required to make before the Reserve Bank of India as per the extant requirement
and/or any other disclosure(s) as prescribed by Reserve Bank of India from time
to time;
(25)
in case where an event occurs or an
information is available with the listed entity, which has not been indicated
in these regulations, but which may be material, the listed entity is required
to make adequate disclosures in this regard.]
SCHEDULE IV
PART A: DISCLOSURES IN FINANCIAL RESULTS
[See Regulation 33(1)(e)]
The
listed entity shall disclose the following while preparing the financial
results:
A.
Changes in accounting policies, if
any, shall be disclosed in accordance with Accounting Standard 5 or Indian
Accounting Standard 8, as applicable, specified in Section 133 of the Companies
Act, 2013 read with relevant rules framed thereunder or by the Institute of
Chartered Accountants of India, whichever is applicable.
B.
If the auditor has expressed any
modified opinion(s) [***]
in respect of audited financial results submitted or published under this para,
the listed entity shall disclose such modified opinion(s) [***]
and cumulative impact of the same on profit or loss, net worth, total assets,
turnover/total income, earning per share [,
total expenditure, total liabilities] or any other financial item(s) which may
be impacted due to modified opinion(s) [***],
while publishing or submitting such results.
[[BA. If the auditor has expressed any modified opinion(s),
the management of the listed entity has the option to explain its views on the
audit qualifications and the same shall be included in the Statement on Impact
of Audit Qualifications (for audit report with modified opinion).
[BB. With respect to audit qualifications where the impact
of the qualification is not quantifiable:
[i. The management shall mandatorily make an estimate which
the auditor shall review and report accordingly.
ii. Notwithstanding
the above, the management may be permitted to not provide estimate on matters
like going concerns or subjudice matters; in which case, the management shall
provide the reasons and the auditor shall review the same and report
accordingly.]]
The
above shall be included in the statement on impact of audit qualifications (for
audit report with modified opinion).]
C.
If the auditor has expressed any
modified opinion(s) or other reservation(s) in his [/her]
audit report or limited review report in respect of the financial results of
any previous financial year or quarter which has an impact on the profit or
loss of the reportable period, the listed entity shall include as a note to the
financial results
(i)
how the modified opinion(s) or other
reservation(s) has been resolved; or
(ii)
if the same has not been resolved, the
reason thereof and the steps which the listed entity intends to take in the
matter.
D.
If the listed entity has changed its
name suggesting any new line of business, it shall disclose the net sales or
income, expenditure and net profit or loss after tax figures pertaining to the
said new line of business separately in the financial results and shall
continue to make such disclosures for the three years succeeding the date of
change in name:
Provided
that the tax expense shall be allocated between the said new line of business
and other business of the listed entity in the ratio of the respective figures
of net profit before tax, subject to any exemption, deduction or concession
available under the tax laws.
E.
If the listed entity had not commenced
commercial production or commercial operations during the reportable period,
the listed entity shall, instead of submitting financial results, disclose the
following details:
(i)
details of amount raised i.e. proceeds
of any issue of shares or debentures made by the listed entity;
(ii)
the portions thereof which is utilized
and that remaining unutilized;
(iii)
the details of investment made pending
utilisation;
(iv)
brief description of the project which
is pending completion;
(v)
status of the project and
(vi)
expected date of commencement of
commercial production or commercial operations:
Provided
that the details mentioned above shall be approved by the board of directors based
on certification by the chief executive officer and chief financial officer.
F.
All items of income and expenditure
arising out of transactions of exceptional nature shall be disclosed.
G.
Extraordinary items, if applicable,
shall be disclosed in accordance with Accounting Standard 5 (AS 5Net Profit or
Loss for the Period, Prior Period Items and Changes in Accounting Policies) or
Companies (Accounting Standards) Rules, 2006, whichever is applicable.
H.
The listed entity, whose revenues are
subject to material seasonal variations, shall disclose the seasonal nature of
their activities and the listed entity may supplement their financial results
with information for the twelve month period ending on the last day of the
quarter for the current and preceding years on a rolling basis.
I.
The listed entity shall disclose any
event or transaction which occurred during or before the quarter that is
material to an understanding of the results for the quarter including but not
limited to completion of expansion and diversification programmes, strikes and
lockouts, change in management, change in capital structure and the listed
entity shall also disclose similar material events or transactions that take
place subsequent to the end of the quarter.
J.
The listed entity shall disclose the
following in respect of dividends paid or recommended for the year, including
interim dividends:
(i)
amount of dividend distributed or
proposed for distribution per share; the amounts in respect of different
classes of shares shall be distinguished and the nominal values of shares shall
also be indicated;
(ii)
where dividend is paid or proposed to
be paid prorata for shares allotted during the year, the date of allotment and
number of shares allotted, prorata amount of dividend per share and the
aggregate amount of dividend paid or proposed to be paid on prorata basis.
K.
The listed entity shall disclose the
effect on the financial results of material changes in the composition of the
listed entity, if any, including but not limited to business combinations,
acquisitions or disposal of subsidiaries and long term investments, any other
form of restructuring and discontinuance of operations.
L.
The listed entity shall ensure that
segment reporting is done in accordance with AS17 or Indian Accounting Standard
108 as applicable, specified in Section 133 of the Companies Act, 2013 read
with relevant rules framed thereunder or by the Institute of Chartered
Accountants of India, whichever is applicable.
SCHEDULE IV:
PART B: PREPARATION AND DISCLOSURES IN FINANCIAL RESULTS OF
LISTED ENTITY WHICH HAS LISTED ITS INDIAN DEPOSITORY RECEIPTS
[See Regulation 70(2) and 71(3)]
The
listed entity shall comply with the following requirements while preparing the
financial results:
A.
Periodicity of Disclosure of Financial
Results
(1)
Financial results may be given on
annual, half yearly and/or quarterly basis, as required under the requirements
of the home country.
B.
Accounting Principle to be used in
preparation and disclosure of financial Results:
(1)
The listed entity may prepare and disclose
its financial results in accordance with Indian GAAP or International Financial
Reporting Standards IFRS or US GAAP
(2)
In case the listed entity prepares and
discloses the financial results as per US GAAP, a reconciliation statement
visavis Indian GAAP and summary of significant differences between the Indian
GAAP and US GAAP has to be annexed.
(3)
If financial results are prepared in
accordance with IFRS, then listed entity shall annex only the summary of
significant differences between the Indian GAAP and IFRS.
(4)
If the listed entity is shifting from
IFRS to US GAAP or vice versa then the accounts relating to the previous period
shall be properly restated for comparison;
(5)
The Accounting/Reporting Standard
followed for any interim results shall be consistent with that of the Annual
results.
(6)
The financial results so submitted
shall be based on the same set of accounting policies as those followed in the
previous year provided that in case, there are changes in the accounting
policies, the results of previous year shall be restated as per the present
accounting policies, to make it comparable with current year results;
C.
Auditing/Limited Review
(1)
In case the listed entity prepares and
discloses the financial results as per Indian GAAP, the listed entity shall
ensure that the annual, half yearly and/or quarterly results, as required under
the laws, rules or regulations of home country, shall be audited or subject to
limited review by a Chartered Accountant in accordance with Auditing ad
Assurance Standards.
(2)
In case the listed entity prepares and
discloses the financial results as per US GAAP or IFRS, the listed entity shall
ensure that the annual, half yearly and/or quarterly results, as required under
the laws, rules or regulations of home country shall be audited or subject to
limited review by professional accountant or certified public accountant in
accordance with the International Standards on Auditing. The auditor's report
shall also be prepared in accordance with the International Standards on Auditing.
D.
Disclosures
(1)
The listed entity shall disclose the
audit qualification(s) or any other audit reservation(s) along with the
financial results in addition to the explanatory statement as to how audit
qualification(s) or any other audit reservation(s) in respect of the audited
accounts of the previous accounting year have been addressed in the financial
results;
(2)
Format
(a)
The listed entity shall ensure that,
if Indian GAAP is followed in preparation of the financial results the format
of the disclosure of financial results shall be as prescribed by the Board.
(b)
In case if Indian GAAP is not
followed, the format of such disclosure shall be as per the disclosure
requirements of the listed entity in the home country where the listed entity
is listed.
(3)
The listed entity shall make
disclosures of its financial information in its functional currency/reporting
currency/national currency and the reporting currency shall be restricted to
Sterling Pound/Euro/Yen/US Dollar.
(4)
The listed entity shall provide
convenient translation into Indian Rupees of the latest year's/periods
statements (as the case may be) of consolidated profit and losses, assets and
liabilities and cash flows, at the closing rate of exchange, as at the date on
which the financial information is presented.
(5)
The listed entity shall provide
convenient translations in English and other notes such that the IDR Holders
are able to understand such financial statements.
SCHEDULE V
ANNUAL REPORT
[See Regulation 34(3) and 53(f)]
The
annual report shall contain the following additional disclosures:
A.
Related Party Disclosure:
1.
The listed entity 7[which
has listed its nonconvertible securities] shall make disclosures in compliance
with the Accounting Standard on "Related Party Disclosures".
2.
The disclosure requirements shall be
as follows:
|
Sr. no.
|
In the accounts of
|
Disclosures of amounts at the year end and the maximum amount of
loans/advances/Investments outstanding during the year.
|
|
1
|
Holding Company
|
·
Loans and advances
in the nature of loans to subsidiaries by name and amount.
|
|
·
Loans and advances
in the nature of loans to associates by name and amount.
|
|
·
Loans and advances
in the nature of loans to firms/companies in which directors are interested
by name and amount.
|
|
2
|
Subsidiary
|
Same disclosures as applicable to the parent company in the accounts of
subsidiary company.
|
|
3
|
Holding Company
|
Investments by the loanee in the shares of parent company and
subsidiary company, when the company has made a loan or advance in the nature
of loan.
|
For
the purpose of above disclosures directors' interest shall have the same
meaning as given in Section 184 of Companies Act, 2013.
[(2A) Disclosures of transactions of the listed entity with
any person or entity belonging to the promoter/promoter group which hold(s) 10%
or more shareholding in the listed entity, in the format prescribed in the
relevant accounting standards for annual results.]
[3. The above disclosures shall not be applicable to listed
banks.]
B.
Management Discussion and Analysis:
1.
This section shall include discussion
on the following matters within the limits set by the listed entity's
competitive position:
(a)
Industry structure and developments.
(b)
Opportunities and Threats.
(c)
Segmentwise or productwise
performance.
(d)
Outlook
(e)
Risks and concerns.
(f)
Internal control systems and their
adequacy.
(g)
Discussion on financial performance
with respect to operational performance.
(h)
Material developments in Human
Resources/Industrial Relations front, including number of people employed.
[(i) details of significant changes (i.e. change of 25% or
more as compared to the immediately previous financial year) in key financial
ratios, along with detailed explanations therefor, including:
(i)
Debtors Turnover
(ii)
Inventory Turnover
(iii)
Interest Coverage Ratio
(iv)
Current Ratio
(v)
Debt Equity Ratio
(vi)
Operating Profit Margin (%)
(vii)
Net Profit Margin (%)
or
sectorspecific equivalent ratios, as applicable.
(j) details of any
change in Return on Net Worth as compared to the immediately previous financial
year along with a detailed explanation thereof.]
2.
Disclosure of Accounting Treatment:
Where
in the preparation of financial statements, a treatment different from that
prescribed in an Accounting Standard has been followed, the fact shall be
disclosed in the financial statements, together with the management's
explanation as to why it believes such alternative treatment is more
representative of the true and fair view of the underlying business
transaction.
C.
Corporate Governance Report: The
following disclosures shall be made in the section on the corporate governance
of the annual report.
(1)
A brief statement on listed entity's
philosophy on code of governance.
(2)
Board of directors:
(a)
composition and category of directors
(e.g. promoter, executive, nonexecutive, independent nonexecutive, nominee
director institution represented and whether as lender or as equity investor);
(b)
attendance of each director at the
meeting of the board of directors and the last annual general meeting;
(c)
number of other board of directors or
committees in which a directors is a member or chairperson [,
and with effect from the Annual Report for the year ended 31st March 2019,
including separately the names of the listed entities where the person is a
director and the category of directorship];
(d)
number of meetings of the board of
directors held and dates on which held;
(e)
disclosure of relationships between
directors interse;
(f)
number of shares and convertible
instruments held by nonexecutive directors;
(g)
web link where details of
familiarisation programmes imparted to independent directors is disclosed.
[(h) A chart or a matrix setting out the
skills/expertise/competence of the board of directors specifying the following:
(i)
With effect from the financial year
ending March 31, 2019, the list of core skills/expertise/competencies
identified by the board of directors as required in the context of its
business(es) and sector(s) for it to function effectively and those actually
available with the board; and
(ii)
With effect from the financial year
ended March 31, 2020, the names of directors who have such skills / expertise /
competence
(i) confirmation
that in the opinion of the board, the independent directors fulfill the
conditions specified in these regulations and are independent of the
management.
(j) detailed reasons
for the resignation of an independent director who resigns before the expiry of
his [/her]
tenure along with a confirmation by such director that there are no other
material reasons other than those provided.]
(3)
Audit committee:
(a)
brief description of terms of
reference;
(b)
composition, name of members and
chairperson;
(c)
meetings and attendance during the
year.
(4)
Nomination and Remuneration Committee:
(a)
brief description of terms of
reference;
(b)
composition, name of members and
chairperson;
(c)
meeting and attendance during the
year;
(d)
performance evaluation criteria for
independent directors.
[(5) Stakeholders' relationship committee
(a)
name of the nonexecutive director
heading the committee;
(b)
name and designation of the compliance
officer;
(c)
number of shareholders' complaints
received during the financial year;
(d)
number of complaints not solved to the
satisfaction of shareholders;
(e)
number of pending complaints.]
[(5A) Risk management committee:
(a)
brief description of terms of
reference;
(b)
composition, name of members and
chairperson;
(c)
meetings and attendance during the
year;]
[5B. Senior management:
Particulars
of senior management including the changes therein since the close of the
previous financial year.]
[(6) Remuneration of directors
(a)
all pecuniary relationship or
transactions of the nonexecutive directors visavis the listed entity;
(b)
criteria of making payments to
nonexecutive directors. Alternatively, this may be disseminated on the listed
entity's website and reference drawn thereto in the annual report;
(c)
disclosures with respect to
remuneration: in addition to disclosures required under the Companies Act,
2013, the following disclosures shall be made:
(i)
all elements of remuneration package
of individual directors summarized under major groups, such as salary,
benefits, bonuses, stock options, pension etc;
(ii)
details of fixed component and
performance linked incentives, along with the performance criteria;
(iii)
service contracts, notice period,
severance fees;
(iv)
stock option details, if any and
whether issued at a discount as well as the period over which accrued and over
which exercisable.]
(7) General body meetings:
(a)
location and time, where last three
annual general meetings held;
(b)
whether any special resolutions passed
in the previous three annual general meetings;
(c)
whether any special resolution passed
last year through postal ballotdetails of voting pattern;
(d)
person who conducted the postal ballot
exercise;
(e)
whether any special resolution is
proposed to be conducted through postal ballot;
(f)
procedure for postal ballot.
(8) Means of communication:
(a)
quarterly results;
(b)
newspapers wherein results normally
published;
(c)
any website, where displayed;
(d)
whether it also displays official news
releases; and
(e)
presentations made to institutional
investors or to the analysts.
(9) General shareholder information:
(a)
annual general meeting date, time and venue;
(b)
financial year;
(c)
dividend payment date;
(d)
the name and address of each stock
exchange(s) at which the listed entity's securities are listed and a confirmation
about payment of annual listing fee to each of such stock exchange(s);
(e)
stock code;
(f)
market price data high, low during
each month in last financial year;
(g)
performance in comparison to
broadbased indices such as BSE sensex, CRISIL Index etc;
(h)
in case the securities are suspended
from trading, the directors report shall explain the reason thereof;
(i)
registrar to an issue and share
transfer agents;
(j)
share transfer system;
(k)
distribution of shareholding;
(l)
dematerialization of shares and
liquidity;
(m)
outstanding global depository receipts
or american depository receipts or warrants or any convertible instruments,
conversion date and likely impact on equity;
(n)
commodity price risk or foreign
exchange risk and hedging activities;
(o)
plant locations;
(p)
address for correspondence.
[(q) list of all credit ratings obtained by the entity
along with any revisions thereto during the relevant financial year, for all
debt instruments of such entity or any fixed deposit programme or any scheme or
proposal of the listed entity involving mobilization of funds, whether in India
or abroad.]
(10) Other Disclosures:
(a)
disclosures on materially significant
related party transactions that may have potential conflict with the interests
of listed entity at large;
(b)
details of noncompliance by the listed
entity, penalties, strictures imposed on the listed entity by stock exchange(s)
or the board or any statutory authority, on any matter related to capital
markets, during the last three years;
(c)
details of establishment of vigil
mechanism 6[/] whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee;
(d)
details of compliance with mandatory
requirements and adoption of the nonmandatory requirements;
(e)
web link where policy for determining
'material' subsidiaries is disclosed;
(f)
web link where policy on dealing with
related party transactions;
(g)
disclosure of commodity price risks
and commodity hedging activities.
[(h) Details of utilization of funds raised through
preferential allotment or qualified institutions placement as specified under
Regulation 32 (7A).
(i) a certificate from a company secretary in practice that
none of the directors on the board of the company have been debarred or
disqualified from being appointed or continuing as directors of companies by
the Board/Ministry of Corporate Affairs or any such statutory authority.
(j) where the board had not accepted any recommendation of
any committee of the board which is mandatorily required, in the relevant
financial year, the same to be disclosed along with reasons thereof:
Provided
that the clause shall only apply where recommendation of / submission by the
committee is required for the approval of the Board of Directors and shall not
apply where prior approval of the relevant committee is required for
undertaking any transaction under these Regulations.
(k) total fees for all services paid by the listed entity
and its subsidiaries, on a consolidated basis, to the statutory auditor and all
entities in the network firm/network entity of which the statutory auditor is a
part.]
[(l) disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
(a)
number of complaints filed during the
financial year
(b)
number of complaints disposed of
during the financial year
(c)
number of complaints pending as on end
of the financial year]
[(m) disclosure by listed entity and its subsidiaries of
'Loans and advances in the nature of loans to firms/companies in which directors
are interested by name and amount':
Provided
that this requirement shall be applicable to all listed entities except for
listed banks.]
[(n) Details of material subsidiaries of the listed entity;
including the date and place of incorporation and the name and date of
appointment of the statutory auditors of such subsidiaries.]
(11) Noncompliance of any requirement of corporate
governance report of subparas (2) to (10) above, with reasons thereof shall be
disclosed.
(12) The corporate governance report shall also disclose
the extent to which the discretionary requirements as specified in Part E of
Schedule II have been adopted.
(13) The disclosures of the compliance with corporate
governance requirements specified in regulation 17 to 27 and clauses (b) to (i)
of subregulation (2) of regulation 46 shall be made in the section on corporate
governance of the annual report.
D.
Declaration signed by the chief
executive officer stating that the members of board of directors and senior
management personnel have affirmed compliance with the code of conduct of board
of directors and senior management.
E.
Compliance certificate from either the
auditors or practicing company secretaries regarding compliance of conditions
of corporate governance shall be annexed with the directors' report.
F.
Disclosures with respect to demat
suspense account/unclaimed suspense account.
(1)
The listed entity shall disclose the
following details in its annual report, as long as there are shares in the
demat suspense account or unclaimed suspense account, as applicable:
(a)
aggregate number of shareholders and
the outstanding shares in the suspense account lying at the beginning of the
year;
(b)
number of shareholders who approached
listed entity for transfer of shares from suspense account during the year;
(c)
number of shareholders to whom shares
were transferred from suspense account during the year;
(d)
aggregate number of shareholders and
the outstanding shares in the suspense account lying at the end of the year;
(e)
that the voting rights on these shares
shall remain frozen till the rightful owner of such shares claims the shares.
[G. Disclosure of certain types of agreements binding
listed entities (1) Information disclosed under clause 5A of paragraph A of
Part A of Schedule III of these regulations.]
SCHEDULE VI
MANNER OF DEALING
WITH UNCLAIMED SHARES
[See Regulation
39(4)]
A.
The
listed entity may delegate the following procedural requirements to a share
transfer agent.
B.
Reminders
to be sent
(1) The listed entity
shall send at least three reminders at the address as mentioned below:
(a) For shares in
physical form, reminders shall be sent to the address given in the application
form as well as last available address as per listed entity's record.
(b) For shares in demat
form, reminders shall be sent to the address captured in depository's database
or address given in the application form, in case of application made in
physical form.
C.
Procedure
in case of non receipt of response to reminders
(1) For shares in demat
form, the unclaimed shares shall be credited to a demat suspense account with
one of the Depository Participants, opened by the listed entity for this
purpose.
(2) For shares in
physical form, the listed entity shall transfer all the shares into one folio
in the name of "Unclaimed Suspense Account" and shall dematerialise
the shares held in the Unclaimed Suspense Account with one of the Depository
Participants.
(3) The listed entity
shall maintain details of shareholding of each individual allottee whose shares
are credited to such demat suspense account or unclaimed suspense account, as
applicable.
(4) The demat suspense
account or unclaimed suspense account, as applicable shall be held by the
listed entity purely on behalf of the allottees who are entitled to the shares
and the shares held in such suspense account shall not be transferred in any
manner whatsoever except for the purpose of allotting the shares to the
allottee as and when he/she approaches the listed entity.
Provided
that all such shares, in respect of which unpaid or unclaimed dividend has been
transferred under Section 124 (5) of the Companies Act, 2013, shall also be
transferred by the listed entity in accordance with Section 124 (6) of the
Companies Act, 2013 and rules made thereunder.
D. Procedure in case of
claim by allottee
(1) As and when the
allottee approaches the listed entity, the listed entity shall, after proper
verification of the identity of the allottee either credit the shares lying in
the Unclaimed Suspense Account or demat suspense account, as applicable, to the
demat account of the allottee to the extent of the allottee's entitlement, or
deliver the physical certificates after rematerialising the same, depending on
what has been opted for by the allottee:
Provided
that the rematerialising of the physical certificates shall be done only in
case where the shares were originally issued in physical form.
E.
Dealing
with Corporate Benefits (in terms of securities accruing) and Voting Rights on
such Unclaimed Shares
(1) Any corporate
benefits in terms of securities accruing on such shares viz. bonus shares, split
etc., shall also be credited to such demat suspense account or unclaimed
suspense account, as applicable for a period of seven years and thereafter
shall be transferred by the listed entity in accordance with provisions of
Section 124(5) read with Section 124 (6) of the Companies Act, 2013 and rules
made thereunder.
(2) The voting rights on
such unclaimed shares shall remain frozen till the rightful owner claims the
shares.
SCHEDULE
VII
TRANSFER [AND
TRANSMISSION] OF SECURITIES
[See Regulation
40(7) and 61(4)]
A.
REQUIREMENT OF PAN
(1)
For registration of transfer of
securities, the transferee(s) as well as transferor(s) shall furnish a copy of
their PAN card to the listed entity for registration of transfer of securities.
(2)
[***]
(3)
In cases where PAN card is not
available i.e. in case of residents of Sikkim, the requirement of PAN Card may
be substituted with Identity proof.
(4)
In case of mismatch in PAN card
details as well as difference in maiden name and current name, in case of
married women, of the holder(s) of securities, the listed entity may collect
the PAN card as submitted by the transferee(s) or transferor(s) as the case
maybe:
Provided
that this shall be subject to the listed entity verifying the veracity of the
claim of such transferee(s) or transferor(s) by collecting sufficient
documentary evidence in support of the identity of the transferee(s) or
transferor(s).
B.
DIFFERENCES IN SIGNATURE
(1)
In case of minor differences in the
signature of the transferor(s), the listed entity shall follow the following
procedure for registering transfer of securities:
(a)
the listed entity shall promptly send
to the first transferor(s), via speed post an intimation of the aforesaid
defect in the documents and inform the transferor(s) that objection, supported
by valid proof, is not lodged by the transferor(s) with the listed entity
within fifteen days of receipt of the listed entity's letter, then the
securities shall be transferred;
(b)
if the intimation to the transferor(s)
is delivered and the objection from the transferor(s) with supporting documents
is not received within fifteen days, the listed entity shall transfer the
securities provided the listed entity does not suspect fraud or forgery in the
matter:
Provided
that the listed entity shall maintain proof of delivery for in their record(s).
(2)
In case of major differences in, or
nonavailability of, the signature of the transferor(s), the listed entity shall
follow the following procedure for registering transfer of securities:
(a)
The listed entity shall promptly send
to the transferee(s), via Speed Post, an Objection Memo along with the
documents in original marking the reason as "material signature
difference/nonavailability of signature" and an advice to ensure
submission of requested documents of the transferor(s);
(b)
The listed entity shall also send a
copy of the Objection memo as per clause (a) of subpara (2) to the
transferor(s), via Speed Post, simultaneously;
(c)
The above Objection Memo in clause (a)
and (b) of subpara (2) shall also state the requirement of additional documents
of transferor(s) as follows for effecting the transfer:
(i)
an Affidavit to update transferor(s)
signature in its records;
(ii)
an original unsigned cancelled cheque
and banker's attestation of the transferor(s) signature and address);
(iii)
contact details of the transferor(s)
and;
(d)
If the intimation to both the
transferor(s) and the transferee(s) are delivered, requested documents of the
transferor(s) are submitted to the listed entity and the address attested by
the bank tallies with the address available in the database of listed entity,
the listed entity, shall transfer the securities provided the listed entity
does not suspect fraud or forgery in the matter:
Provided
that listed entity shall maintain proof of delivery in their record(s).
[C. Documentation requirements in case of transmission of
securities.
(1)
In case of transmission of securities,
where the securities are held in single name with nomination, the following
documents shall be submitted:
(a)
duly signed transmission request form
by the nominee;
(b)
original death certificate or copy of
death certificate attested by the nominee subject to verification with the
original or copy of death certificate duly attested by a notary public or by a
Gazetted Officer;
(c)
selfattested copy of the Permanent Account
Number card of the nominee, issued by the Income Tax Department.
(2)
In case of transmission of securities,
where the securities are held in single name without nomination, the following
documents shall be submitted:
(a)
a notarized affidavit from all legal
heir(s) made on nonjudicial stamp paper of appropriate value, to the effect of
identification and claim of legal ownership to the securities:
Provided
that in case the legal heir(s)/claimant(s) are named in the Succession
Certificate or Probate of Will or Will or Letter of Administration as may be
applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal
Heirship Certificate or its equivalent certificate issued by a competent
Government Authority, an affidavit from such legal heir(s)/claimant(s) alone
shall be sufficient;
(b)
duly signed transmission request form
by the legal heir(s)/claimant(s);
(c)
original death certificate or copy of
death certificate attested by the legal heir(s)/claimant(s) subject to
verification with the original or copy of death certificate duly attested by a
notary public or by a Gazetted Officer;
(d)
selfattested copy of the Permanent
Account Number card of the legal heir(s)/claimant(s), issued by the Income Tax
Department;
(e)
a copy of Succession Certificate or
Probate of Will or Will or Letter of Administration or Court Decree as may be
applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal
Heirship Certificate or its equivalent certificate issued by a competent
Government Authority, attested by the legal heir(s)/claimant(s) subject to
verification with the original or duly attested by a notary public or by a Gazetted
Officer:
Provided
that in a case where a copy of Will or a Legal Heirship Certificate or its
equivalent certificate issued by a competent Government Authority is submitted,
the same shall be accompanied with a notarized indemnity bond from the legal
heir(s)/claimant(s) to whom the securities are transmitted, in the format
specified by the Board:
Provided
further that in a case where a copy of Legal Heirship Certificate or its
equivalent certificate issued by a competent Government Authority is submitted,
the same shall also be accompanied with a No Objection from all nonclaimants,
stating that they have relinquished their rights to the claim for transmission
of securities;
(f)
for cases where value of securities is
up to rupees five lakhs per listed entity in case of securities held in
physical mode, and up to rupees fifteen lakhs per beneficial owner in case of
securities held in dematerialized mode, as on date of application, and where
the documents mentioned in para (e) are not available, the legal heir(s)/claimant(s)
may submit the following documents:
(a)
no objection certificate from all
legal heir(s) stating that they do not object to such transmission or copy of
family settlement deed executed by all the legal heirs duly attested by a
notary public or by a Gazetted Officer; and
(b)
a notarized indemnity bond made on
nonjudicial stamp paper of appropriate value, indemnifying the Share Transfer
Agent/listed entity, in the format specified by the Board:
Provided
that the listed entity may, at its discretion, enhance the value of securities
from the threshold limit of rupees five lakhs, in case of securities held in
physical mode.]
SCHEDULE VIII
[Omitted]
SCHEDULE
IX
AMENDMENTS TO OTHER
REGULATIONS
[See regulation 100]
1.
Amendment
to Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
(i) For regulation 7 the
following shall be substituted, namely:
7. "Security Deposit.
(1) The issuer shall
deposit, before the opening of subscription list, and keep deposited with the
stock exchange(s), an amount calculated at the rate of one per cent. of the
amount of securities offered for subscription to the public.
(2) The amount specified
in subregulation (1) shall be deposited in the manner specified by Board and/or
stock exchange(s).
(3) The amount specified
in subregulation (1) shall be refundable or forfeitable in the manner specified
by the Board."
(ii) In regulation 98,
after clause (f), the following clauses shall be inserted, namely,
"(g) the issuing company shall ensure
that the underlying equity shares against which IDRs are issued have been or
will be listed in its home country before listing of IDRs in stock exchange(s).
(h) the issuing company shall ensure that the
underlying shares of IDRs shall rank paripassu with the existing shares of the
same class."
(iii) In regulation 101,
for subregulation (1) the following shall be substituted, namely:
"(1) The issuing company shall appoint
one or more merchant bankers, at least one of whom shall be a lead merchant
banker and shall also appoint other intermediaries, in consultation with the
lead merchant banker and shall enter into an agreement with the merchant banker
on the lines of format of agreement as specified in Schedule II."
(iv) After regulation 101
and before regulation 102, the following regulation shall be inserted, namely:
101A. "Agreements with other
intermediaries and others.
(1) The issuing company
shall appoint a registrar and transfer agent which has connectivity with all
the depositories.
(2) The issuing company
shall enter into an agreement with overseas custodian bank and domestic
depository.
(3) The lead merchant
banker, after independently assessing the capability of other intermediaries
and others to carry out their obligations, shall advise the issuing company on
their appointment."
(v) For regulation 102
the following shall be substituted, namely:
102. "Display of bid data and issue of
allotment letter.
(1) The stock exchange(s)
offering online bidding system for the book building process shall display on
their website, the data pertaining to book built IDR issue, in the format
specified in Part B(2) of Schedule XI, from the date of opening of the bids
till at least three days after closure of bids.
(2) The issuing company
shall ensure that letter of allotment for the IDRs are issued simultaneously to
all allottees and that in the event of it being impossible to issue letters of
regret at the same time, a notice to that effect be issued in the media so that
it appears on the morning after the letters of allotment have been
dispatched."
(vi) for regulation 106J
the following shall be substituted, namely,
106J. Period of subscription and issue of
allotment letter.
(1) A rights issue shall
be open for subscription in India for a period as applicable under the laws of
its home country but in no case less than ten days.
(2) The issuing company
shall ensure that it sends the allotment letter of rights to IDR Holders at the
time they are sent to shareholders of the issuing company as per the
requirement of its home country or other jurisdictions where its securities are
listed.
(vii) in regulation 106M,
the words, number and symbol "regulation 7," shall be omitted.
(viii) Chapter XI shall be
renumbered as Chapter XII.
(ix) Regulations 107, 108,
109, 110 and 111 shall be renumbered as 111, 112, 113, 114 and 115 respectively
and any reference thereto in any regulation framed or any circular or guideline
issued by the Board shall be read accordingly.
(x) After Chapter X and
before Chapter XII, the following Chapter shall be inserted, namely:
"CHAPTER XI
LISTING OF SECURITIES
ON STOCK EXCHANGES
107. Inprinciple approval of recognized stock
exchange(s).
(1) The issuer or the
issuing company, as the case may be, shall obtain inprinciple approval from
recognised stock exchange as follows:
(a) in case of an initial
public offer or an issue of Indian Depository Receipts (hereinafter referred to
as 'IDRs'), from all the recognised stock exchange(s) on which the issuer or
the issuing company, proposes to get its specified securities or IDRs, as the
case may be, listed; and
(b) in case of other
issues, before issuance of further securities, as follows:
(i) where the securities
are listed only on recognised stock exchange(s) having nationwide trading
terminals, from all such stock exchange(s);
(ii) where the securities
are not listed on any recognised stock exchange having nationwide trading
terminals, from all the stock exchange(s) on which the securities of the issuer
are proposed to be listed;
(iii) where the specified
are listed on recognised stock exchange(s) having nationwide trading terminals
as well as on the recognised stock exchange(s) not having nationwide trading
terminals, from all recognised stock exchange(s) having nationwide trading
terminals.
108. Application for Listing.
(1) The issuer or the
issuing company, as the case may be, shall complete the prelisting formalities
within the time lines specified by the Board from time to time.
(2) The issuer or the
issuing company, as the case may be, shall, make an application for listing,
within twenty days from the date of allotment, to one or more recognized stock
exchange(s) along with the documents specified by stock exchange(s) from time
to time.
(3) In case of delay in
making application for listing beyond twenty days from the date of allotment,
the issuer or the issuing company, as the case may be, shall pay penal interest
to allottees for each day of delay at the rate of atleast ten per cent. per
annum from the expiry of thirty days from date of allotment till the listing of
such securities to the allottees.
(4) In the event of
nonreceipt of listing permission from the stock exchange(s) by the issuer or
the issuing company, as the case may be, or withdrawal of Observation Letter
issued by the Board, wherever applicable, the securities shall not be eligible
for listing and the issuer or the issuing company, as the case may be, shall be
liable to refund the subscription monies, if any, to the respective allottees
immediately alongwith interest at the rate of ten per cent. per annum from the
date of allotment.
109. Listing Agreement.
(1) Every issuer or the
issuing company desirous of listing its securities on a recognised stock
exchange shall execute a listing agreement with such stock exchange.
(2) Every issuer or the
issuing company which has previously entered into agreement(s) with a
recognised stock exchange to list its securities shall execute a fresh listing
agreement with such stock exchange within six months of the date of
notification of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
110. Obligation of stock exchange(s).
The
stock exchange(s) shall grant inprinciple approval/list the securities or
reject the application for inprinciple approval/listing by the issuer or
issuing company, as the case maybe, within thirty days from the later of the
following dates:
(a) the date of receipt
of application for inprinciple approval/listing from issuer or the issuing
company, as the case may be,;
(b) the date of receipt
of satisfactory reply from the issuer or the issuing company, as the case may
be, in cases where the stock exchange(s) has sought any clarification from
them."
(xi) In Schedule VIII, in
part E in clause 5, in item XVI, after subitem B and before subitem C, the
following subitem shall be inserted, namely:
"(BA) Dealing with Fractional
Entitlement: Manner of dealing with fractional entitlement viz. payment of the
equivalent of the value, if any, of the fractional rights in cash etc."
(xii) In Schedule XIX, in
part A, in item 13, after subitem(e), the following subitem shall be inserted,
namely:
"(f) Different classes of shares based
on different criteria, if any."
(xiii) In Schedule XIX, in
part A, in item 14, before subitem (a), the following general instructions
shall be inserted, namely:
General Instructions:
(1) The format of disclosure
of financial results may be as per the disclosure requirements of the issuing
company in the home country where the Issuing Company is listed.
(2) The issuing company
shall intimate to the investors in the offer document the type of disclosures
that it will follow i.e. whether as per Indian GAAP, IFRS or US GAAP and any
change in such format shall be informed to the IDR Holders by way of notices to
the stock exchange.
(xiv) In Schedule XIX, in
Part B, in item 2, after subitem (d), the following subitem shall be inserted,
namely:
"(e) Different classes of shares based
on different criteria, if any."
(xv) In Schedule XX in the
reference title the number "110" shall be substituted, with the
number "114".
2.
Amendment
to Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008.
(i) After regulation 12
and before regulation 13, the following regulation shall be inserted, namely:
12A. "Allotment of securities and
payment of interest.
(i) The Issuer shall
ensure that that in case of listing of debt securities issued to public,
allotment of securities offered to public shall be made within thirty days of
the closure of the public issue.
(ii) Where the debt
securities are not allotted and/or application moneys are not refunded within
the stipulated period in subregulation (1), the issuer shall undertake to pay
interest at the rate of fifteen per cent. per annum.
(iii) Credit to demat
accounts of the allottees shall be made within two working days from the date
of allotment."
(ii) After regulation 19
and before regulation 20, the following regulations shall be inserted, namely:
19A. "Listing Agreement.
(1) Every issuer desirous
of listing its debt securities on a recognised stock exchange shall execute an
agreement with such stock exchange.
(2) Every issuer which
has previously entered into agreements with a recognised stock exchange to list
its debt securities shall execute a fresh listing agreement with such stock
exchange within six months of the date of notification of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
19B. Security Deposit.
(1) The issuer shall
deposit, before the opening of subscription list, and keep deposited with the
stock exchange(s) an amount calculated at the rate of one per cent. of the amount
of securities offered for subscription to the public.
(2) The amount stipulated
in subregulation (1) shall be deposited in the manner specified by Board and/or
stock exchange(s).
(3) The amount stipulated
in subregulation (1) shall be refundable or forfeitable in the manner specified
by the Board."
(iii) For regulation 23,
the following shall be substituted, namely:
23. "Continuous Listing Conditions.
All
the issuers making public issues of debt securities or seeking listing of debt
securities issued on private placement basis shall comply with the conditions
of listing specified in the respective listing agreement for debt
securities."
3.
Amendment
to Securities and Exchange Board of India(Issue and Listing of NonConvertible
Redeemable Preference Shares) Regulations, 2013.
(i) After regulation 16
and before regulation 17, the following regulations shall be inserted, namely:
16A. "Listing Agreement.
(1) Every issuer desirous
of listing its nonconvertible redeemable preference shares, or perpetual
noncumulative preference shares or innovative perpetual debt instruments on a
recognised stock exchange, shall execute an agreement with such stock exchange.
(2) Every issuer which
has previously entered into agreements with a recognised stock exchange to list
nonconvertible redeemable preference shares, or perpetual noncumulative
preference shares or innovative perpetual debt instruments shall execute a
fresh listing agreement with such stock exchange within six months of the date
of notification of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
16B. Security Deposit.
(1) The issuer shall
deposit, before the opening of subscription list, and keep deposited with the
stock exchange(s) an amount calculated at the rate of one per cent. of the
amount of securities offered for subscription to the public.
(2) The amount stipulated
in subregulation (1) shall be deposited in the manner specified by Board and/or
stock exchange(s).
(3) The amount stipulated
in subregulation (1) shall be refundable or forfeitable in the manner specified
by the Board."
(ii) In regulation 20,
subregulations (2) and (3) shall be omitted.
(iii) In Schedule I, in
para. III, in subpara (ii), under the heading "Delay in Dispatch of
Allotment Letters or Refund Orders" after the word and sign
"closure." and before the words "The issuer further
agrees", the following shall be inserted, namely:
"Issuer
agrees that credit to demat accounts of the allottees shall be made within two
working days from the date of allotment."
4.
Amendment
to Securities and Exchange Board of India (Public Offer and Listing of
Securitised Debt Instruments) Regulations, 2008.
(i) In regulation 31,
after subregulation (8), the following subregulation shall be inserted, namely:
"(9) Credit to demat accounts of the
allottees shall be made by the issuer within two working days from the date of
allotment."
(ii) After regulation 35
and before regulation 36, the following regulation shall be inserted, namely:
35A. "Listing Agreement.
(1) Every special purpose
distinct entity desirous of listing securitised debt instruments on a
recognised stock exchange, shall execute an agreement with such stock exchange.
(2) Every special purpose
distinct entity which has previously entered into agreements with a recognised
stock exchange to list securitised debt instruments shall execute a fresh
listing agreement with such stock exchange within six months of the date of
notification of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
35B. Security Deposit.
(1) The issuer shall
deposit, before the opening of subscription list, and keep deposited with the
stock exchange(s) an amount calculated at the rate of one per cent. of the
amount of securities offered for subscription to the public.
(2) The amount stipulated
in subregulation (1) shall be deposited in the manner specified by Board and/or
stock exchange(s)(s).
(3) The amount stipulated
in subregulation (1) shall be refundable or forfeitable in the manner specified
by the Board."
(iii) In regulation 36,
subregulation (3) shall be substituted with the following, namely:
"(3) In case of a private placement of
securitised debt instruments, the special purpose distinct entity shall file
listing particulars with the recognised stock exchange, along with the
application made under subregulation (1) of regulation 35, containing such
information as may be necessary for any investor in the secondary market to
make an informed investment decision in respect of its securitised debt
instruments and the special purpose distinct entity shall promptly disseminate
such information, as prescribed, in such manner as the recognised stock
exchange(s) may determine from time to time ".
(iv) For regulation 37,
the following shall be substituted, namely:
37. "Continuous listing conditions.
The
special purpose distinct entity or trustee thereof shall submit such
information, including financial information relating to the schemes, to the
stock exchanges and investors and comply with such other continuing obligations
as may be stipulated in the listing agreement."
5.
Amendment
to Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
After
regulation 31, the following regulation shall be inserted, namely:
31A. "Inprinciple approval from
recognised stock exchange(s).
The
listed entity, which intends to list units of its scheme on the recognised
stock exchange(s), shall obtain 'inprinciple' approval from recognised stock
exchange(s) in the manner as specified by the recognised stock exchange(s) from
time to time.
31B. Listing Agreement.
(1) Every mutual fund
desirous of listing units of its schemes on a recognised stock exchange shall
execute an agreement with such stock exchange.
(2) Every mutual fund
which has previously entered into agreements with a recognised stock exchange
to list units of its schemes shall execute a fresh listing agreement with such
stock exchange within six months of the date of notification of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015."
SCHEDULE XLIST OF SEBI CIRCULARS WHICH STAND RESCINDED
[See Regulation 103]
|
S. No.
|
Number
|
Dated
|
Subject
|
|
1.
|
SE/2376
|
April 3, 1992
|
Amendment to Clause 41 of Listing Agreement
|
|
2.
|
SE/2936
|
April 6, 1992
|
1% Listing Deposit
|
|
3.
|
SMD/SED/N/JJ/4984/94
|
September 23, 1994
|
Submission of B/S & details of utilisation of funds, etc. Cl32 and
43 of LA
|
|
4.
|
SMD/SED/CIR/94/6669
|
October 31, 1994
|
Forfeiture of 1% Listing Deposit
|
|
5.
|
SMDI(N)/JJ/2331/95
|
June 26, 1995
|
Submission of Cash Flow Statement.
|
|
6.
|
SMDI(N)/JJ/2621/95
|
July 11, 1995
|
Effective Year of Submission of Cash Flow Statement
|
|
7.
|
SMD/RCG/JJ/1819/96
|
May 15, 1996
|
Allotment within 30 days amendment to LA
|
|
8.
|
03/SMD/96
|
May 17, 1996
|
Amendment to Clause 32 of the Listing Agreement.
|
|
9.
|
RRTI CIRCULAR NO. 2 (9798)
|
June 4, 1997
|
Payment of dividend/Interest rounded off to the nearest rupee
|
|
10.
|
SMD/POLICY/CIR22/97
|
September 22, 1997
|
Amendment to the Listing Agreement Clause 40A and 40B amendment
|
|
11.
|
SMD/POLICY/CIR 06/98
|
February 12, 1998
|
Amendment in the Listing Agreement Transfer of shares R Chandrasekaran committee
|
|
12.
|
SMD/Policy/CIR12/98
|
April 07, 1998
|
Amendment to Listing Agreement Clause 36 and 41 Bhave Committee
|
|
13.
|
SMD/POLICY/CIR13/l98
|
April 16, 1998
|
Amendment to Listing Agreement price sensitive information
|
|
14.
|
SMD/POLICY/CIR26/98
|
September 17, 1998
|
Quarterly results Mutual Fund
providing quarterly results will not be applicable to a Mutual Fund
|
|
15.
|
SMD/POLICYCIR04/99
|
March 8, 1999
|
Listing AgreementAmendment Clause 32 and Clause 41 status on the Y2K preparedness level
|
|
16.
|
SMDRP/CIR07/9lk9
|
April 9, 1999
|
Trading and settlement of trades in dematerialised securities notice
period about bookclosure/record date
42 to 30 days
|
|
17.
|
SMDRP/POLICY/CIR 8/99
|
April 26, 1999
|
Listing AgreementAmendment Clause 32 and Clause 41 related to
disclosure of turnover and income from new business subsequent to change in
name software/information technology
business.
|
|
18.
|
SMD/POLICY/CIR12/99
|
May 18, 1999
|
Listing AgreementAmendment Compliance Officer shall be the Company
Secretary Malegam Committee
|
|
19.
|
SMDRP/POLICY/CIR14/98
|
May 19, 1999
|
Listing AgreementAmendment Submission of complete Balance Sheet Clause 32
|
|
20.
|
SMD/POLICY/CIR18/99
|
July 01, 1999
|
Listing AgreementAmendment company shall publish/submit the audited
results within two months from the end of the last quarter of the financial
year
|
|
21.
|
SMD/POLICY/CIR24/99
|
July 14, 1999
|
Listing AgreementAmendment provide correct and adequate information to
Credit Rating Agencies
|
|
22.
|
SMDII/POLICY/CIR 08/2000
|
February 04, 2000
|
Amendments to the Listing Agreement
|
|
23.
|
SMDRP/POLICY/CIR10/2000
|
February 21, 2000
|
|
|
24.
|
SMDRP/POLICY/CIR13/2000
|
March 09, 2000
|
|
|
25.
|
SMDII/Policy/Cir 14/2000
|
April 06, 2000
|
Amendments to the Listing Agreement
|
|
26.
|
SMDRP/POLICY/CIR15/2000
|
April 10, 2000
|
Reduction in the no delivery period at exchanges
|
|
27.
|
SMDRP/POLICY/Cir21/2000
|
May 10, 2000
|
Clause 43 of the Listing Agreement
Statement on utilisation of funds
|
|
28.
|
PMIMD/8755/2000
|
May 31, 2000
|
Reference of cases for relaxation of Rule 19(2)(b) of Securities
Contract (Regulation) Act, 1957
|
|
29.
|
SMD/POLICY/CIR26/2000
|
July 04, 2000
|
Amendment to the Listing Agreement
|
|
30.
|
SMDRP/Policy/Cir30/00
|
July 25, 2000
|
Amendment to the Listing Agreement
|
|
31.
|
SMDRP/POLICY/CIR 35/2000
|
August 04, 2000
|
|
|
32.
|
SMDRP/POLICY/CIR42/2000
|
September 12, 2000
|
Listing AgreementAmendments to Clause 49
|
|
33.
|
SMDRP/POLICY/CIR55/00
|
December 06, 2000
|
|
|
34.
|
SMDRP/POLICY/CIR 03/01
|
January 22, 2001
|
Enforcement of Corporate Governance
|
|
35.
|
SMDRP/POLICY/CIR7/01
|
February 01, 2001
|
Distribution of Share Holding
|
|
36.
|
SMDRP/Policy/Cir15/2001
|
March 08, 2001
|
Listing of further issue of capital
|
|
37.
|
SMDRP/POLICY/CIR 28/01
|
May 02, 2001
|
Nonpromoter holding on a continuous basis and minimum number of
shareholders
|
|
38.
|
SMDRP/Policy/Cir 29/01
|
May 22, 2001
|
Practice of granting conditional listing permission
|
|
39.
|
SMDRP/Policy/Cir44/01
|
August 31, 2001
|
Amendment to the Listing Agreement
|
|
40.
|
SMDRP/POLICY/CIR46/2001
|
September 27, 2001
|
Delay in transfer of shares by companies
|
|
41.
|
SMDRP/Policy/Cir 47/01
|
October 04, 2001
|
Amendment the Listing Agreement
|
|
42.
|
DCC/FITTCIR3/2001
|
October 15, 2001
|
facility of ECS for distributing dividends or other cash benefits
|
|
43.
|
SMDRP/Policy/Cir 48/2001
|
October 19, 2001
|
Segment Reporting in Quarterly Financial Results under Clause 41 of the
Listing Agreement
|
|
44.
|
SMDRP/POLICY/CIR 53/01
|
Dec 31, 2001
|
Amendments to Clause 49 of the Listing Agreement
|
|
45.
|
SMD/POLICY/CIR 1/02
|
January 02, 2002
|
Sub: Amendments to the Listing Agreement
|
|
46.
|
SMD/Policy/Cir10/2002
|
May 07, 2002
|
Amendment to the Listing Agreement
|
|
47.
|
SMD/Policy/Cir11/02
|
May 10, 2002
|
Amendment to the Listing Agreement
|
|
48.
|
SMD/POLICY/Cir13/02
|
June 20, 2002
|
Electronic Data Information Filing And Retrieval (EDIFAR)
|
|
49.
|
SMD/Policy/Cir16/2002
|
June 26, 2002
|
|
|
50.
|
SMD/POLICY/Cir17/02
|
July 3, 2002
|
Electronic Data Information Filing and Retrieval system (EDIFAR).
|
|
51.
|
SMD/Policy/Cir23/02
|
September 17, 2002
|
Electronic Data Information Filing And Retrieval (EDIFAR)
|
|
52.
|
SMD/Policy/Cir 27/02
|
December 20, 2002
|
Electronic Data Information Filing And Retrieval (EDIFAR)
|
|
53.
|
SMD/Policy/Cir2/2003
|
January 10, 2003
|
Amendment to Listing AgreementClause 32 and Clause 41.
|
|
54.
|
SMD/Policy/Listing/Cir5/2003
|
February 12, 2003
|
Noncompliance of provisions of listing agreement.
|
|
55.
|
SEBI/SMD/Policy/List/Cir 17/2003
|
May 08, 2003
|
Amendment to the listing agreement regarding disclosure pertaining to
schemes of arrangement/merger/amalgamation/reconstruction filed before the
Court
|
|
56.
|
SEBI/SMD/SE/Cir23/2003/18/06
|
June 02, 2003
|
Electronic Data Information Filing And Retrieval (EDIFAR)
|
|
57.
|
SEBI/SMD/SE/25/2003/19/06
|
June 19, 2003
|
Listing Fees
|
|
58.
|
SEBI/MRD/SE/31/2003/26/08
|
August 26, 2003
|
Corporate Governance in listed CompaniesClause 49 of the Listing
Agreement
|
|
59.
|
MRD/Policy/Cir35/2003/29/09
|
September 29, 2003
|
Listing of further issue of capital
|
|
60.
|
SEBI/MRD/SE/AT/36/2003/30/09
|
September 30, 2003
|
Secondary Market for Corporate Debt Securities.
|
|
61.
|
SEBI/CFD/DIL/SE/43/2003
|
November 20, 2003
|
Reduction in Notice Period for fixing the Book closure/Record date
|
|
62.
|
SEBI/MRD/SE/AT/46/2003
|
December 22, 2003
|
Secondary Market for Corporate Debt Securities Clarifications
|
|
63.
|
SEBI/MRD/Policy/AT/Cir20/2004
|
April 30, 2004
|
Frequent change of names by listed companies
|
|
64.
|
SEBI/CFD/DIL/CG/1/2004/12/10
|
October 29, 2004
|
Corporate Governance in listed CompaniesClause 49 of the Listing
Agreement
|
|
65.
|
SEBI/CFD/DIL/CIR 39/2004/11/01
|
November 01, 2004
|
Model Listing Agreement for listing of Debt Securities
|
|
66.
|
SEBI/DNPD/CIR28/2004/12/07
|
December 08, 2004
|
Amendments to Clause 16 of the Equity Listing AgreementRequirement of
Notice Period
|
|
67.
|
SEBI/CFD/DIL/CG/1/2005/29/3
|
March 29, 2005
|
Corporate GovernanceClause 49 of the Listing Agreement
|
|
68.
|
SEBI/CFD/DIL/CG/1/2006/13/1
|
January 13, 2006
|
Corporate Governance in listed CompaniesClause 49 of the Listing
Agreement
|
|
69.
|
SEBI/CFD/DIL/IDR/1/2006/3/4
|
April 03, 2006
|
Listing Agreement for Indian Depository Receipts (IDRs)
|
|
70.
|
SEBI/CFD/DIL/LA/2006/13/4
|
April 13, 2006
|
Amendments to Clause 40A and Clause 35 of Equity Listing Agreement
|
|
71.
|
SEBI/CFD/DIL/LA/1/2007/20/03
|
March 20, 2007
|
Amendments to the Listing Agreement for Debentures
|
|
72.
|
SEBI/CFD/DIL/LA/2/2007/26/4
|
April 26, 2007
|
Amendments to Clause 32 of Equity Listing Agreement
|
|
73.
|
SEBI/CFD/DIL/LA/3/2007/10/07
|
July 10, 2007
|
Amendments to Clause 41 of Equity Listing Agreement
|
|
74.
|
MIRSD/DPS III//Cir 11/07
|
August 06, 2007
|
Dissemination of Information on Debentures
|
|
75.
|
SEBI/CFD/DIL/LA/4/2007/27/12
|
December 27, 2007
|
Amendments to Equity Listing Agreement
|
|
76.
|
SEBI/CFD/DIL/CG/1/2008/08/04
|
April 08, 2008
|
Corporate Governance in listed CompaniesClause 49 of the Listing
Agreement
|
|
77.
|
SEBI/CFD/DIL/LA/5/2008/4/09
|
September 04, 2008
|
Amendment in Equity Listing Agreement
|
|
78.
|
SEBI/CFD/DIL/CG/2/2008/23/10
|
October 23, 2008
|
Corporate Governance in listed CompaniesClause 49 of the Listing
Agreement
|
|
79.
|
SEBI/CFD/DIL/LA/2009/3/2
|
February 03, 2009
|
Amendments to Equity Listing Agreement
|
|
80.
|
SEBI/CFD/DIL/LA/1/2009/24/04
|
April 24, 2009
|
Amendments to the Equity Listing Agreement
|
|
81.
|
SEBI/IMD/BOND/1/2009/11/05
|
May 11, 2009
|
Simplified Listing Agreement for Debt Securities
|
|
82.
|
MRD/DoP/Cir05/2009
|
May 20, 2009
|
PAN requirement for transfer of shares in physical form
|
|
83.
|
SEBI/CFD/DIL/IDR/1/2009/16/06
|
June 16, 2009
|
Model Listing Agreement for listing of Indian Depository Receipts
(IDRs)
|
|
84.
|
MRD/DoP/SE/Cir07/2009
|
July 21, 2009
|
Abolition of nodelivery period for all types of corporate actions.
|
|
85.
|
SEBI/CFD/DIL/LA/2/2009/21/7
|
July 21, 2009
|
Amendments to the Equity Listing AgreementClause 28A
|
|
86.
|
SEBI/CFD/DIL/LA/3/2009/03/09
|
September 03, 2009
|
Amendments to Equity Listing Agreement
|
|
87.
|
SEBI/IMD/DOF1/BOND/Cir5/2009
|
November 26, 2009
|
Simplified Debt Listing Agreement for Debt Securities Amendments
|
|
88.
|
SEBI/IMD/DOF1/BOND/Cir1/2010
|
January 07, 2010
|
Simplified Debt Listing Agreement for Debt Securities Amendments
|
|
89.
|
SEBI/MRD/DoP/SE/RTA/Cir03/2010
|
January 07, 2010
|
PAN requirement for transmission of shares in physical form
|
|
90.
|
CIR/CFD/DIL/1/20l10
|
April 05, 2010
|
Listing ConditionsAmendments to the Equity Listing Agreement
|
|
91.
|
CIR/CFD/DCR/3/2010
|
April 16, 2010
|
Discontinuation of Electronic Data Information Filing and Retrieval
(EDIFAR) System.
|
|
92.
|
Cir/CFD/DCR/5/2010
|
May 07, 2010
|
Making Annual Reports of Listed Companies easily accessible Making
Annual Reports of Listed Companies easily accessible
|
|
93.
|
CIR/CFD/DIL/6/2010
|
May 17, 2010
|
Conditions of listing for issuers seeking listing on SME Exchange Model SME Equity Listing Agreement
|
|
94.
|
SEBI/Cir/ISD/2/2010
|
October 26, 2010
|
Clarification on Trading Rules and shareholding in dematerialized mode
|
|
95.
|
CIR/CFD/DIL/10/2010
|
December 16, 2010
|
Amendment to Equity Listing Agreement
|
|
96.
|
Cir./IMD/DF/5/2011
|
March 16, 2011
|
Listing Agreement for Securitized Debt Instruments
|
|
97.
|
CIR/CFD/DIL/3/2011
|
June 03, 2011
|
Redemption of Indian Depository Receipts (IDRs) into Underlying Equity
Shares
|
|
98.
|
CIR/MRD/DP/07/2011
|
June 16, 2011
|
Change of Name by Listed Companies
|
|
99.
|
Cir/ISD/3/2011
|
June 17, 2011
|
Shareholding of promoter/promoter group to be in dematerialized mode
|
|
100.
|
SEBI/Cir/ISD/05/2011
|
September 30, 2011
|
Clarification on 100% promoter holding in demat form
|
|
101.
|
CIR/CFD/DIL/7/2011
|
October 05, 2011
|
Amendments to the Equity, IDR and SME Equity Listing Agreements
|
|
102.
|
CIR/CFD/DIL/1/2012
|
February 08, 2012
|
Amendment to Clause 40A and 43 of Equity Listing Agreement
|
|
103.
|
SEBI/Cir/ISD/1/2012
|
March 30, 2012
|
Exemptions from 100% promoter(s) holding in demat form
|
|
104.
|
CIR/CFD/DIL/4/2012
|
April 16, 2012
|
Amendments to the Equity Listing Agreement Formats for Disclosure of
Financial Results
|
|
105.
|
CIR/MIRSD/8/2012
|
July 05, 2012
|
Reduction of Timeline for Transfer of Equity Shares and Prescription of
Timeline for Transfer of Debt Securities
|
|
106.
|
CIR/CFD/DIL/6/2012
|
July 13, 2012
|
Amendments to the Equity Listing AgreementPlatform for EVoting by
Shareholders of Listed Entities
|
|
107.
|
CIR/CFD/DIL/7/2012
|
August 13, 2012
|
Manner of Dealing with Audit Reports filed by Listed Companies
|
|
108.
|
CIR/OIAE/1/2012
|
August 13, 2012
|
Redressal of investor grievances against listed companies in SEBI
Complaints Redress System (SCORES).
|
|
109.
|
CIR/CFD/DIL/8/2012
|
August 13, 2012
|
Business Responsibility Reports
|
|
110.
|
CIR/CFD/DIL/10/2012
|
August 28, 2012
|
Redemption of Indian Depository Receipts (IDRs) into Underlying Equity
Shares
|
|
111.
|
CIR/CFD/DIL/11/2012
|
August 29, 2012
|
Manner of achieving minimum public shareholding requirements in terms
of SCRR, 1957
|
|
112.
|
CIR/CFD/DIL/2/2013
|
January 03, 2013
|
Clarification on Clause 36 of the Equity Listing Agreement
|
|
113.
|
CIR/CFD/DIL/3/2013
|
January 17, 2013
|
Amendment to ESOP
|
|
114.
|
CIR/CFD/DIL/5/2013
|
February 04, 2013
|
Scheme of Arrangement under the Companies Act, 1956Revised requirements
for the Stock Exchanges and Listed Companies
|
|
115.
|
CIR/CFD/DIL/6/2013
|
March 01, 2013
|
Guidelines for Enabling Partial TwoWay Fungibility of Indian Depository
Receipts (IDRs)
|
|
116.
|
CIR/MRD/DP/10/2013
|
March 21, 2013
|
Sub: Usage of electronic payment modes for making cash payments to the
investors
|
|
117.
|
CIR/CFD/DIL/7/2013
|
May 13, 2013
|
ESOP Clarification
|
|
118.
|
CIR/CFD/DIL/8/2013
|
May 21, 2013
|
Scheme of Arrangement under the Companies Act, 1956Revised requirements
for the Stock Exchanges and Listed Companies Clarification
|
|
119.
|
CIR/CFD/DIL/9/2013
|
June 05, 2013
|
Manner of Dealing with Audit Reports filed by Listed Companies"
Clarification
|
|
120.
|
CIR/MRD/DSA/31/2013
|
September 30, 2013
|
Standard Operating Procedure
|
|
121.
|
CIR/CFD/POLICYCELL/13/2013
|
November 18, 2013
|
Compliance with the provisions of Equity Listing Agreement by listed
companiesMonitoring by Stock Exchanges
|
|
122.
|
CIR/CFD/POLICYCELL/14/2013
|
November 29, 2013
|
ESOPClarification Extension of time line for alignment
|
|
123.
|
CIR/CFD/DIL/1/2014
|
March 25, 2014
|
Format for Auditors' Certificate required under Clause 24(i) of the
Equity Listing Agreement
|
|
124.
|
CIR/CFD/POLICY CELL/2/2014
|
April 17, 2014
|
Corporate Governance in listed entities Amendments to Clauses 35B and
49 of the Equity Listing Agreement
|
|
125.
|
CIR/CFD/POLICYCELL/3/2014
|
June 27, 2014
|
ESOPClarification Extension of time line for alignment
|
|
126.
|
CIR/CFD/DIL/4/2014
|
August 01, 2014
|
Monitoring of Compliance by Stock Exchanges
|
|
127.
|
CIR/CFD/POLICY CELL/7/2014
|
September 15, 2014
|
Corporate Governance in listed entities Amendments to Clause 49 of the
Equity Listing Agreement
|
|
128.
|
CIR/CFD/CMD/1/2015
|
April 08, 2015
|
Fine structure for noncompliance with the requirement of Clause
49(II)(A)(1) of Listing Agreement
|
[Schedule XI Fee in respect of draft scheme of arrangement
[see regulations 37, 59A, 94 and 94A]
(1)
An entity with listed specified
securities, or listed specified securities and listed nonconvertible debt
securities or nonconvertible redeemable preference shares, shall, along with
the draft scheme of arrangement, remit a fee at the rate of 0.1% of the paidup
share capital of the listed/transferee/resulting company, whichever is higher,
post the sanction of the scheme by the National Company Law Tribunal:
Provided
that the total amount of fees payable shall not exceed five lakh rupees.
(2)
An entity with only listed
nonconvertible debt securities or nonconvertible redeemable preference shares,
shall, along with the draft scheme of arrangement, remit a fee at the rate of
0.1% of the amount of outstanding debt of the listed/transferee/resulting
company, whichever is higher, post the sanction of the scheme by the National
Company Law Tribunal:
Provided
that the total amount of fees payable shall not exceed five lakh rupees.
(3)
[The fees shall be paid by way of direct credit into the
bank account of the Board through NEFT/RTGS/IMPS or online payment using the
SEBI Payment Gateway or any other mode as may be specified by the Board from
time to time.]]
Substituted by Securities and Exchange Board of India
(Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023,
vide Notification No. SEBI/LADNRO/GN/2023/137 dated 03.07.2023, for the
following:
"(5)
In case of any claim, difference or dispute under the provisions of this
chapter and other provisions of these regulations applicable to the listed
entity, the same shall be referred to and decided by arbitration as provided in
the byelaws and regulations of the stock exchange(s)."
Omitted by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016
vide Notification No. SEBI/LADNRO/GN/20162017/001 dated 10.05.2016, the
previous text was:
"SCHEDULE
VIII
MANNER
OF REVIEWING FORM B ACCOMPANYING ANNUAL AUDITED RESULTS
[See
Regulations 33(6) and 33(7),52(3)(b) and 52(3)(c) and 95]
A.
REVIEW BY STOCK EXCHANGE(S)
The
stock exchange(s) shall adopt the following procedure for reviewing the Form B
and accompanying annual audit reports submitted in terms of clause (d) of
subregulation (3) of regulation 33 and clause (a) of subregulation (3) of 52:
(1)
Stock exchange(s) shall carry out preliminary scrutiny of reports accompanied
by Form B including seeking necessary explanation from the listed entity
concerned and consider the same based on materiality of the modified
opinion(s).
(2)
The parameters for ascertaining the materiality of modified opinion(s) shall be
the impact of these modified opinions on the profit and loss and financial
position of the listed entity.
(3)
For the purpose of uniformity, stock exchange(s) shall consult one another for
deciding the criteria for preliminary scrutiny.
(4)
Further, stock exchange(s) shall also consult one another for distributing the
work in case shares of the listed entity concerned are listed on more than one
stock exchange(s).
(5)
Upon examining the audit reports based on the above parameters, stock
exchange(s) shall refer those cases, which, in their opinion, need further
examination, to the Board.
(6)
Stock exchange(s) shall display the list of listed entities which have filed
their audit reports along with Form B.
B.
REVIEW BY THE QUALIFIED AUDIT REPORT REVIEW COMMITTEE
(1)
The qualified audit report review committee shall be constituted by the board
comprising of representatives from Institute of Chartered Accountants of India,
stock exchange(s), Ministry of Corporate Affairs etc.
(2)
The qualified audit report review committee shall review the cases received
from the stock exchange(s) and guide the Board in processing the annual audit
reports with modified opinion(s).
(3)
After analyzing the modified opinion(s) in audit reports, qualified audit
report review committee may make the following recommendations:
(a)
If qualified audit report review committee is of the view that the impact of
modified opinion is not significant, it may recommend rectification of such
modified opinion in the subsequent financial year;
(b)
If qualified audit report review committee is of the view that the impact of
modified opinion is significant and the explanation given by the listed entity
concerned in Form B is unsatisfactory, the case may be referred to the
Financial Reporting Review Board of Institute of Chartered Accountants of
India, for their opinion on whether the modified opinion is justified.
(c)
Based on the opinion of the financial reporting review board, qualified audit
report review committee may recommend the following:
(i)
If Financial Reporting Review Board opines that modified opinion is justified,
qualified audit report review committee may recommend submission of revised proforma
financial results, incorporating the effect of the modified opinion, to the
stock exchange(s) in the manner as specified in para (E) below.
(ii)
If financial reporting review board is of the view that modified opinion is not
justified, Institute of Chartered Accountants of India may take up the matter
appropriately with the statutory auditor of the listed entity.
(d)
If a modified opinion is not quantifiable, qualified audit report review
committee may recommend rectification of such modified opinion in the
subsequent financial year.
C.
Based on the recommendations of qualified audit report review committee and/or
the opinion of Financial Reporting Review Board, the Board may direct the
listed entity concerned to rectify its modified opinion and/or submit the
revised proforma financial results in the manner specified in subpara (3) of
para (B).
D.
The Board may, at any stage, in the interest of investors, take any other
necessary action as it deems fit.
E.
SUBMISSION OF REVISED PROFORMA FINANCIAL RESULTS
(1)
The listed entity shall undertake the following steps for submission of revised
proforma financial results:
(a)
The listed entity shall submit revised proforma financial results,
incorporating the effect of the modified opinion, to the stock exchange(s)
within two months from the date of receipt of such direction from Board.
(b)
The accounting impact of such modified opinion shall be carried out as a prior
period item in the financial statements of the subsequent financial year.
F.
The review of all Form Bs and the accompanying annual audit reports shall be
carried out twice a year based on the reports received up to half year ending
on June and December of every year and for this purpose, the following
timelines are prescribed:
|
Activity
|
To be completed by
|
|
Filing of annual audit reports and Form A/Form B by the listed entity
|
As per the regulations
|
|
Preliminary scrutiny of the reports received during the half year
(January June and July December each year) by stock exchange(s)
and referring cases to the Board
|
One month from the end of half year ending on June and December each
year.
|
|
Review of the cases by qualified audit report review committee
|
One month from the date of receipt of report from the stock
exchange(s).
|
|
Referring cases to Financial Reporting Review Board of Institute of
Chartered Accountants of India
|
Fifteen days from the date of decision of the qualified audit report
review committee
|
|
Receipt of reply from Financial Reporting Review Board
|
One month from the date of referral by qualified audit report review
committee
|
|
Communication of decision on the case to the listed entity concerned
and the stock exchange(s).
|
Fifteen days from the date of decision of qualified audit report review
committee/Financial Reporting Review Board
|
|
Submission of revised proforma financial results by the listed entity
concerned.
|
Within two months from the date of letter of communication to the
concerned entity."
|