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NBFC and IRDA

  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
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      Revised Formats under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Download

       

  • Compliances under SEBI (LODR)Regulations,2015
    • Scrutinizer Report on E-voting
    • Scrutinizer Report on Poll
    • Scrutinizer Report on Postal Ballot
    • Clause 35A as a listing agreement
    • Report of Annual General Meeting
         
        In Pursuance to the Section 121of the Companies Act 2013  Read with Rule 31 of the Companies ( Manegement And Administration ) Rules, 2014  " Every listed public company shall prepare in the prescribed manner a report  on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder.
         
         The company shall file with the Registrar a copy of the report in Form No. MGT-15  within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed, or with such additional fees as may be prescribed, within the time as specified, under section 403. "
         
         The report shall be signed and dated by the Chairman of the meeting or in case of his inability to sign, by any two directors of the company, one of whom shall be the Managing director, if there is one and company secretary of the company;
         
        Form No. MGT-15 is to be filed as an attachment to Form GNL-2 .
         
          Description  VIEW  DOWNLOAD
        Form No.MGT -15 

        Form for filing Report on Annual General Meeting.

        CLICK CLICK

         

    • Quarterly Compliances
      • For the First Quarter Ended 30th June

          Quarter Ended 30th June

          Common Obligations of Listed Entity

          S.NO. Regulation No Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format
          1. 27(2)(a) Corporate Governance 

          Submit a compliance report on corporate governance

          Further it may be noted that it shall not apply, in respect of –

          (a) the 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 the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

          (b) the listed entity which has listed its specified securities on the SME Exchange.

          Quarterly Within 15 days from quarter end.  15th July Download/Download in excel utility
          2. 13(3) Grievance Redressal Mechanism

          File 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.

          Quarterly 

          Within twenty one days from the end of each quarter.

           

          21st July Download
          3. 31 Shareholding Pattern

          Submit a statement showing holding of securities and shareholding pattern separately for each class of securities.

          Quarterly  Within 21 days from the end of Quarter 21st July Download/Download in excel utility
          4. 32(1) Statement of deviation(s) or variation(s) in Public issue, right issue, preferential issues  Submit a statement for Public issue, right issue, preferential issues etc. till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.  Quarterly    

           

           

          5. Regulation 55 A of SEBI (Depositories & Participants) Regulations, 1996 Reconciliation of Share Capital Audit Submit Reconciliation of Share Capital Audit Report audited by a qualified chartered accountant or a practicing company secretary held in depositories and in physical form with the issued / listed capital Quarterly  Within 30 days from the end of the Quarte 30th July Download
          6. 33(3) Submission of Financial Statements Submit Quarterly and year to date standalone financial results  Quarterly Within forty five days from the end of quarter 14th August Download

           

          Obligations of listed entity which has listed its Indian Depository Receipts vertible Preference Shares or Both 

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 69 Indian Depository Receipt holding pattern  File the Indian Depository Receipt holding pattern  Quarterly  Within fifteen days of end of the quarter  15th July Download
      • For the Second Quarter Ended 30th September

          Quarter Ended 30th September

          Common Obligations of Listed Entity

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 27(2)(a)  Corporate Governance 

          Submit a compliance report on corporate governance

          Further it may be noted that it shall not apply, in respect of –

          (a) the 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 the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

          (b) the listed entity which has listed its specified securities on the SME Exchange.

          Quarterly  Within 15 days from quarter end.  15th Oct Download/Download in excel utility
          2. 13(3) Grievance Redressal Mechanism 

          File 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.

          Quarterly  Within twenty one days from the end of quarter, 21st Oct Download
          3. 31 Shareholding Pattern

          Submit a statement showing holding of securities and shareholding pattern separately for each class of securities

          Quarterly  Within 21 days from the end of Quarter  21st Oct Download/Download in excel utility
          4. 34 Annual retrurn Submit the approved and adopted annual report in the annual general meeting as per the provisions of the Companies Act, 2013. Annually Within 21 working days of it being approved and adopted in the annual general meeting. 21st Oct  
          5. 7(3)  Compliance Certificate certifying
          maintaining physical & electronic transfer facility
          Submit a compliance certificate, duly signed by both compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable. Half Yearly Within one month of end of each half of the financial year,  30th Oct   
          6. 40(9) Certificate from Practicing Company Secretary Submit the certificate produced by share transfer agent and/or the in-house share transfer facility, from a practicing company secretary certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies report with modified opinion) Half Yearly

          Within one month of the end of each half of the financial year 

           
          30th Oct  
          7. Regulation 55 A of SEBI (Depositories & Participants) Regulations, 1996 Reconciliation of Share Capital Audit Submission of Reconciliation of Share Capital Audit Report audited by a qualified chartered accountant or a practicing company secretary held in depositories and in physical form with the issued / listed capital Quarterly  Within 30 days from the end of the Quarter 30th July Download
          8. 32(1) Statement of deviation(s) or variation(s) in Public issue, right issue, preferential issues  Statement for Public issue, right issue, preferential issues etc. till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.  Quarterly       
          9. 33(3) Submission of Financial Statements Submit Quarterly and year to date standalone financial results  Quarterly Within forty five days from the end of quarter 15 Nov Download

           

          Obligation of listed Entity which have listed its Non-Convertible Debt Securities or Non Convertible Preference Shares or Both 

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 52 Submission of Financial Results  Submit un-audited or audited financial results  Half Yearly   Within forty five days from the end of the half year  14th Nov Download

           

          Obligations of listed entity which has listed its Indian Depository Receipts vertible Preference Shares or Both 

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 69 Indian Depository Receipt holding pattern  File the Indian Depository Receipt holding pattern  Quarterly  Within fifteen days of end of the quarter  15th Oct Download
      • For the Third Quarter Ended 31st December

          Quarter Ended 31st December

          Common Obligations of Listed Entity

          S.No Regulation No Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format
          1. 27(2)(a) Corporate Governance 

          Submit a compliance report on corporate governance

          Further it may be noted that it shall not apply, in respect of –

          (a) the 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 the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

          (b) the listed entity which has listed its specified securities on the SME Exchange.

          Quarterly Within 15 days from quarter end  15th Jan Download/Download in excel utiliy
          2. 13(3) Grievance Redressal Mechanism

          File 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.

          Quarterly 

          Within twenty one days from the end of each quarter, ed at the end of the quarter.

           

          21st Jan Download
          3. 31 Shareholding Pattern

          Submit a statement showing holding of securities and shareholding pattern separately for each class of securities.

          Quarterly  Within 21 days from the end of Quarter 21st Jan Download/Download in excel utility
          4. 32(1) Statement of deviation(s) or variation(s) in Public issue, right issue, preferential issues  Statement for Public issue, right issue, preferential issues etc. till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.  Quarterly    

           

           

          5. Regulation 55 A of SEBI (Depositories & Participants) Regulations, 1996 Reconciliation of Share Capital Audit Submission of Reconciliation of Share Capital Audit Report audited by a qualified chartered accountant or a practicing company secretary held in depositories and in physical form with the issued / listed capital Quarterly  Within 30 days from the end of the Quarte 30th Jan

           

          Download

          6. 33(3) Submission of Financial Statements Submit Quarterly and year to date standalone financial results  Quarterly Within forty five days from the end of quarter 14th Feb Download

           

          Obligations of listed entity which has listed its Indian Depository Receipts vertible Preference Shares or Both 

          S.NO. Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 69 Indian Depository Receipt holding pattern  File the Indian Depository Receipt holding pattern  Quarterly  Within fifteen days of end of the quarter  14th Feb Download
      • For the Last Quarter Ended 31st March

          Quarter Ended 31st March

          Common Obligations of Listed Entity

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 27(2)(a)  Corporate Governance 

          Submit a compliance report on corporate governance

          Further it may be noted that it shall not apply, in respect of –

          (a) the 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 the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

          (b) the listed entity which has listed its specified securities on the SME Exchange.

          Quarterly  Within 15 days from quarter end  15th April

           Download/Download in excel utility

          2. 13(3) Grievance Redressal Mechanism 

          File 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.

          Quarterly  Within twenty one days from the end of quarter, 21st April Download
          3(i). 31 Shareholding Pattern

          Submit a statement showing holding of securities and shareholding pattern separately for each class of securities

          Quarterly  Within 21 days from the end of Quarter  21st April Download/Download in excel utility
          3(ii). 31 Shareholding Pattern

          However listed entities which have listed their specified securities on SME Exchange, shall be submit a statement showing holding of securities and shareholding pattern separately for each class of securities  on half yearly basis.

          Half Yearly  Within twenty one days from the end of each half year of securities  on half yearly basis. 21st April Download
          4. 7(3)  Compliance Certificate certifying
          maintaining physical & electronic transfer facility
          Submit a compliance certificate, duly signed by both compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable. Half Yearly Within one month of end of each half of the financial year,  30th April   
          5. 40(9) Certificate from Practicing Company Secretary Submit the certificate produced by share transfer agent and/or the in-house share transfer facility, from a practicing company secretary certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies report with modified opinion) Half Yearly

          Within one month of the end of each half of the financial year 

           
          30th April  
          6. 32(1) Statement of deviation(s) or variation(s) in Public issue, right issue, preferential issues  Statement for Public issue, right issue, preferential issues etc. till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.  Quarterly  Within 30 days from the end of the Quarter
          30th Jan
           
          7. 33(3) Submission of Financial Statements Submit audited standalone financial results for the financial year, of the financial year along with the audit report . Annually Within 60 days from the end of the financial year. 30th May Download
          8 55A

          Reconciliation of Share Capital AuditReconciliation of Share Capital Audit

          Submission of Reconciliation of Share Capital Audit Report audited by a qualified chartered accountant or a practicing company secretary held in depositories and in physical form with the issued / listed capital Quarterly  Within 30 days from the end of the Quarter 30th April  

           

          Obligation of listed Entity which have listed its Non-Convertible Debt Securities or Non Convertible Preference Shares or Both 

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 52 Submission of Financial Results  Submit un-audited or audited financial results  Half Yearly   Within forty five days from the end of the half year  15th May Download

           

          Obligations of listed entity which has listed its Indian Depository Receipts vertible Preference Shares or Both 

          S.No Regulation No. Heading Particulars Yearly/ Half Yearly/ Quarterly Date Due Date Format,if any
          1. 69 Indian Depository Receipt holding pattern  File the Indian Depository Receipt holding pattern  Quarterly  Within fifteen days of end of the quarter  15th April Download
    • Event Based Compliances
      • Common Obligations of Listed Entity
          S.NO Regulation  Event  Compliance Requirement Formats(If any)
          1.  Regulation  7(3) When listed entity ensuring activities in relation to both physical and electronic share transfer facility  Submit a compliance certificate within one month of end of each half of the financial year, duly signed by both compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable.  
          2.  Regulation 7(5) When Listed entity appoints share transfer agent or make changes in such appointment Intimate about appointment within 7 days of entering into agreement.  
          3. Regulation 13(3) When listed entity ensuring about whether adequate steps are taken for expeditious redressal of investor complaints or not.

          File a statement on a quarterly basis within twenty one days from the end of each quarter 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.

          Download
          4. Regulation 34 Filing of Annual Report The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.  

           

      • Obligations of listed entity which has listed its specified securities i.e. equity or convertible securities
          S.No Regulation  Event  Compliance Requirement Formats(If any)
          1. 27(2)(a) When company meeting with corporate compliance requirement

          Submit a quarterly compliance report on corporate governance on a quarterly basis within 15 days from quarter end.

          Further it may be noted that it shall not apply, in respect of –

          (a) the 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 the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements within six months from the date on which the provisions became applicable to the listed entity.

          (b) the listed entity which has listed its specified securities on the SME Exchange.

          Download
          2. 28(1) When listed entity issuing securities

          Obtain an ‘in-principle’ approval from recognised stock exchange(s) before issuing securities, 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 recognized stock exchange(s) not having nationwide trading terminals, from all recognized stock exchange(s) having nationwide trading terminals.

          [Note:- This requirement shall not be applicable for securities issued pursuant to the scheme of arrangement for which the listed entity has already obtained No-Objection Letter in accordance with regulation 37].

           
           3(i). 29

          (1) (a) When listed entity is conducting board meeting for approving financial results viz. quarterly, half yearly, or annual, as the case may be;

          Intimate to the exchange 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(ii). 29

          (1) When listed entity is conducting board meeting for any of the following proposals to considered:

           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.

          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.declaration of bonus securities; however prior intimation is not required to be given to the stock exchange(s) if declaration of bonus is not on the agenda of the meeting of board of directors.

          Intimate to the exchange about such Board Meeting at least two working days in advance, (excluding the date of the intimation and date of the meeting).

           
           3(iii). 29 Proviso of (1)(d) :-  When listed entity is conducting any annual general meeting or extraordinary general meeting or postal ballot for obtaining shareholder approval for further fund raising indicating type of issuance. Intimate to exchange about such annual general meeting or extraordinary general meeting or postal ballot at least two working days in advance, (excluding the date of the intimation and date of the meeting).  
          4. 29(3)

          When listed entity is conducting Board Meeting for proposing:-

          a. 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

          Intimate to exchange about board meeting at least eleven working days in advance.  
          5(i). 30 read with para A of part A of Schedule III

          1. Whenever listed entity involves in

          a.  acquisition(s)  (including agreement  to  acquire),  

          b. scheme  of Arrangement (amalgamation/ merger/ demerger/restructuring), or

          c. sale or disposal of any unit(s),division(s) or subsidiary of the listed entity  or

          d. any other  restructuring.

          Disclose to stock exchange(s) as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information.  
          5(ii).   2. Whenever there is revision in rating(s) of Specified Securities. Intimate to exchange about such revision as soon as reasonably possible and not later than twenty four hours from the occurrence of event.  
          5(iii).  

          3. When listed entity held board meeting 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).

          Disclose  the outcomes of meeting to  the  Exchange(s), within  30  minutes  of  the  closure  of  the meeting.  
          5(iv).  

          1.Whenever listed entity enters into an:-

          a. 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);

          b. Agreement/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.

          Disclose to stock exchange(s) as soon as reasonably possible and not later than twenty four hours from the occurrence of event .  
          5(v).  

          2. a. Whenever fraud/defaults committed by 

          promoter or

          key managerial personnel or

          listed entity

          b. And arrest of key managerial personnel or promoter happens.

          Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event  
          5(vi).   3. Whenever there is change in  directors,  key  managerial  personnel  (Managing  Director, Chief Executive  Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer of listed entity. Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event.  
          5(vii).   4. When listed entity appoints or discontinues the appointment of share transfer agent. Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of appointment or discontinuation.   
          5(viii).  

          5. When listed entity conducts Corporate Debt Restructuring.

          Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event.  
          5(ix).   6. When listed entity conducts one time settlement scheme with bank. Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event.  
          5(x).   7. When listed entity gives reference to BIFR and winding up petition filed by any party or creditors.pointment of share transfer agent. Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event  
          5(xi).   8. When listed entity sent notices,  call  letters,  resolutions  and   circulars   to shareholders, debenture holders or creditors or any class of them  or advertise the same  in media. 

          Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event.

           

           
          5(xii).   9. Whenever listed entity conducts AGM & EGM . Inform to stock exchange(s)about the proceedings of meetings as soon as reasonably possible and not later than twenty four hours of event  
          5(xiii).  

          10. Whenever listed entity amends its MOA and AOA

          Inform briefly to stock exchange(s) about the amendments as soon as reasonably possible and not later than twenty four hours of event.  
          5(xiv).   11. Whenever listed entity meets with Schedule  of Analyst  or institutional investor or made  presentations on financial results to analysts  or institutional investors  Inform to stock exchange(s) as soon as reasonably possible and not later than twenty four hours of event.   
          6. 30 read with para B of part A of Schedule III 

          Whenever there is :- 

          i. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.

          ii. Change in the  general character or nature of business brought about by arrangements  for  strategic,  technical, manufacturing,  or  marketing tie-up, adoption of new lines of business  or closure of operations of any unit/division (entirety  or piecemeal).

          iii. Capacity addition or product launch.

          iv. Awarding,    bagging/    receiving, amendment or  termination of awarded/bagged orders/contracts not in the normal course of business.

          v. Agreements (viz. loan agreement(s) (as a borrower) 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.

          vi. 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.

          vii. Effect(s) arising out of change in the regulatory framework applicable to the listed entity

          viii. Litigation(s) / dispute(s) / regulatory action(s) with impact.

          ix. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.

          x. Options to purchase securities including any ESOP/ESPS Scheme.

          xi. Giving of guarantees or indemnity or becoming a surety for any third party.

          xii Granting,  withdrawal  ,  surrender , cancellation  or  suspension  of  key licenses or regulatory  approvals

          Inform promptly to the exchange  
          7. 30 read with para C of part A of Schedule III

          Whenever there is information/event viz. major development that is likely to affect business, e.g.

          i. emergence of new  technologies,  

          ii. expiry  of patents,

          iii. any  change of accounting  policy  that  may  have  a significant  impact  on the  accounts,  etc.  

          Inform promptly to the exchange   
          8. 30(5) When listed entity appoints 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 regulation 33. Disclose the contact details of such personnel to the stock exchange(s) and as well as on the listed entity's website.   
          9. 31 (1) When listed entity is holding specified securities 

          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 –

          i. one day prior to listing of its securities on the stock exchange(s);

          ii. on a quarterly basis, within twenty one days from the end of each quarter; and

          iii. within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital

          Download
          10. 31A(7)(c)  Whenever reclassification of promoter as shareholder took place in listed entity  Disclose to the exchange about the event of reclassification.   
          11. 32(1) 

          Whenever company makes  public issue,   rights issue, preferential issue etc

           

           

          Submit a statement of deviation(s) or variation(s) to exchange on quarterly basis for public issue, right issue, preferential issues etc. till such time the issue proceeds have been fully utilized or the purpose for which these proceeds were raised has been achieved.   
          12. 32(7) Where the listed entity has appointed a monitoring agency to monitor utilization of proceeds of a public or rights issue Submit to the exchange(s) any comments or report received from the monitoring agency.  
          13. 33(3) 

          Submission of Financial Results

           

          i. Submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, other than the last quarter.

          ii. Submit audited standalone financial results for the financial year, within sixty days from the end of the financial year 

          Download
          13(ii). 33(3) 

          Submission of Financial Results

           

          Note: - Listed entity’s listed on SME Exchange are required to submit half yearly financial results instead of quarterly.Further requirement of submitting financial results annually are not applicable on them.
          14 34  Submission of Annual Report  Submit Annual Report to Exchange within 21 working  days of its being approved and adopted in AGM   
          15 35  Submission of Annual Information Memorandum  Within the time specified by SEBI  
          16 36 When listed entity prepares Annual report 

          Send Annual Report to shareholders at least 21 days before the AGM:- 

          i. Soft copies of full annual report to all those shareholder(s) who have registered their email address(es) for the purpose;

          ii. Hard copy of statement containing the salient features of all the documents, to those shareholder(s) who have not so registered;

          iii. Hard copies of full annual reports to those shareholders, who request for the same.

           
          17 36. Whenever listed entity appoints a new director or reappoints the same. 

          Intimate to the shareholders about such appointment or reappointment by way of giving details including:-

          i. A brief resume of the director;

          ii. nature of his expertise in specific functional areas;

          iii. disclosure of relationships between directors inter-se;

          iv. names of listed entities in which the person also holds the directorship and the membership of Committees of the board; and

          v. shareholding of non executive directors.

           
          18 37 Whenever listed entity proposed to file scheme of arrangement before any court or tribunal age: Obtain No –Objection letter from exchange before filing such scheme with any Court or Tribunal  
          19 39 Whenever listed entity get information about loss of share certificates . Inform exchange about loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.  
          20 40(9)  When listed entity receive certificate produced by share transfer agent and/or the in-house share transfer facility, as the case may be from a Practicing Company Secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.  Submit such Certificate simultaneously to exchange   
          21 42 

          Whenever listed entity proposed to :-

          i. declaration of dividend;

          ii. issue of right or bonus shares;

          iii. issue of shares for conversion of debentures or any other convertible security;

          iv. shares arising out of rights attached to debentures or any other convertible security

          v. corporate actions like mergers, de-mergers, splits and bonus shares, where stock derivatives are available on the stock of listed entity or where listed entity's stocks form part of an index on which derivatives are available;

          Give notice in advance of at least 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  
          22 44(3)  When listed entity provide e-voting facility to its shareholders for passing resolutions.  Submit details regarding the voting results to the stock exchange, within forty eight hours of conclusion of its General Meeting. Download 
          23 45  When listed entity receive confirmation regarding name availability from Registrar of Companies, for change in its  name  For approval submit a certificate from chartered accountant stating compliance regarding name avavibility confirmation has obtained from Registrar   
      • Obligations of Listed Entity Which has Listed its Non-Convertible Debt Securities Or Non-Convertible Redeemable Preference Shares Or Both
          S.No Regulation Event Compliance Requirement Formats(if any)
          1. 50(1)

          When Listed entity pays :- 

          i. Interest on debentures and bonds, and

          ii. Amount on redemption of redeemable shares or of debentures and bonds 

          Give prior intimation to exchange(s) at least eleven working days before the date on and from which amount is payable  
          2. 50(2) When listed entity has intention to raise funds through new non-convertible debt securities or non-convertible redeemable preference shares Intimate to exchange prior to the meeting of board of directors wherein the proposal to raise funds through new non convertible debt securities or non-convertible redeemable preference shares shall be considered.  
          3. 50(3) When listed entity holds Board Meeting at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered. Intimate to exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting    
          4. 51 read with part B of Schedule III 

          Whenever listed entity has information which bearing on performance/operation of the listed entity  or is price  sensitive or shall affect payment of interest or dividend  of non-convertible  preference shares  or  redemption  of  non  convertible  debt securities or redeemable preference shares including :

          1. expected default  in timely  payment of interests/preference  dividend  or redemption   or    repayment   amount   or    both    in   respect   of    the non-convertible  debt securities  and  non-convertible  redeemable preference shares and also default in creation of security for debentures as soon as the same becomes apparent;

          2. any  attachment or  prohibitory  orders restraining  the  listed  entity  from transferring  non-convertible  debt   securities  or  non-convertible redeemable   preference shares  from   the   account  of   the  registered holders   along-with   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, conversion, cancellation, retirement in whole or in part of any non-convertible debt securities or reduction, redemption, cancellation, retirement in whole  or in part  of any non-convertible redeemable preference shares;

          4. any action that shall affect adversely  payment of interest on non-convertible  debt    securities or payment of  dividend on non-convertible   redeemable   preference shares  including   default   by issuer to pay  interest on non-convertible 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  non-convertible  debt securities  or non-convertible  redeemable  preference shares 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/non-payment  of interest  on  due  dates,  payment/non-payment 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 re-scheduling 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  debenture holders, or in any  other way;

          c. all the information, report, notices, call letters, circulars, proceedings, etc concerning non-convertible redeemable preference shares or  non convertible debt securities;

          d. any  other   change that   shall affect the  rights  and   obligations  of the holders of non-convertible debt securities / non-convertible redeemable preference  shares;

          Inform promptly to exchange of information  
          5. 52  When listed entity prepares audited and unaudited financial results  Submit audited and unaudited financial results on half yearly basis within forty five days from the end of the half year  Download 
          6. 52(5) While submitting the information regarding audited and unaudited financial results with exchange. Submit a certificate signed by debenture trustee that it has take note on contents while submitting information required under regulation   
          7. 57(1)  When interest or payment becomes due in respect of non convertible debt securities. Submit a certificate to exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities. is proposed to be considered.  
          8. 57(2)  When listed entity submits information, documents to Debenture Trustees in terms of Trust Deed and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 have been complied with.  Submit an undertaking to the stock exchange(s) on annual basis stating that all documents and intimations required to be submitted to Debenture Trustees in terms of Trust Deed and Securities and Exchange Board of India (Issue and Listing of Debt Securities) have been complied with.  
          9. 59 

          When listed entity makes material modification in the :-

          i. the structure of the debenture in terms of coupon, conversion, redemption, or otherwise.

          ii. the structure of the non-convertible redeemable preference shares in terms of dividend of non-convertible preference shares payable, conversion, redemption, or otherwise.

          Obtain prior approval of exchange(s) after getting

          i. Approval of Board of directors and debenture trustee

          ii. Approval of the consent of requisite majority of holders of that class of securities.

           
          10. 60  When listed entity fixes a record date for purposes of payment of interest, dividend and payment of redemption or repayment amount   Give notice in advance of at least seven working days (excluding the date of intimation and the record date) to exchange(s) of the record date.   
      • Obligations of Listed Entity which has Listed its Indian Depository Receipts
          S.No Regulations Event Compliance Requirement Formats(if any)
          1. 68 read with para A part C of Schedule III

          Whenever listed entity has information which  are  price  sensitive  or   have bearing on performance/operation of the listed entity 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,  re construction,  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;

             
          2. 68 read with para B of part C  of Schedule III When 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. Intimate the stock exchange(s) immediately about such events both   at   the   time   of occurrence of the  event  and  subsequently after  the  cessation of the  event  at the same time.  
          3. 68 read with para B of part C of Schedule III When listed entity discloses any information 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 disclose with Indian stock exchanges with such disclosure.  
          4. 69(1) When listed entity is holding Indian Depository Receipt. File Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of quarter. Download
          5. 70(1) Submission of periodic financial results Within such time and to the extent that it is required to file as per the listing requirements of the home country.  
          6. 71 Annual Report Submit to stock exchange an annual report at the same time as it is disclosed to the security holder in its home country.  
          7. 72 Corporate Governance 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 vis-à-vis the corporate governance requirements applicable under regulation 17 to regulation 27, to other listed entities.  
          8. 78 When listed entity, where it is required so to do in its home country or other jurisdictions where its securities may be listed, shall fixes the record date for the purpose of payment of dividends or distribution of any other corporate benefits to IDR Holders. 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.  
      • Obligations of listed entity which has listed its securitised debt instruments
          S.No. Regulations Events Compliance Requirement Formats(if any)
          1. 82(1) Whenever listed entity proposes to issue new securitizes debt instruments either through a public issue or on private placement basis Intimate to exchange of such intention prior to issue such securities.  
          2. 82(2) When listed entity holds 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. Intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting.  
          3. 82(3) Financial information 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. Download
          4. 82(4) Loan Level Information Provide information to 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.  
          5. 83 read with part D of Schedule III

          Whenever listed entity has information   which  are  price  sensitive  or   have bearing on performance/operation of the listed entity including:

          1. any  attachment or  prohibitory  orders restraining  the  listed  entity  from transferring   securitized   debt   instruments   from   the   account  of  then 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.

             
          6. 86(1) When listed entity proposes to make material  modifications in the structure of the securitized debt instruments in terms of coupon, conversion, redemption, or otherwise Make prior approval to the recognized stock exchange(s) where the securitized debt instruments are listed and make an application to the recognised stock exchange(s) only after the approval by Trustees.  
          7. 86(5) When listed entity select any of its listed securitized debt instruments for redemption on pro rata basis or by lot. Promptly submit to the recognised stock exchange(s) the details of such redemption on pro rata basis or by lot.  
          8.  87(1) When listed entity fixes a record date for payment of interest and payment of redemption or repayment amount 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.   
      • Obligations of listed entity which has listed its mutual fund units
          S.No Regulations Event Compliance Requirement Formats(if any)
          1. 90(1) Submission of Documents

          Intimate to the recognised stock exchange(s) the information relating to

          i. daily Net Asset Value,

          ii. monthly portfolio,

          iii. half yearly portfolio

          of those schemes whose units are listed on the recognised stock exchange(s)  

          As specified under Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
          2. 90(2)

          Whenever there are :-

          i) movement in unit capital of those schemes whose units are listed on the recognised stock exchange(s);

          ii) rating of the scheme whose units are listed on the recognised stock exchange(s) and any changes in the rating thereof (wherever applicable);

          iii) imposition of penalties and material litigations against the listed entity and Mutual Fund;

          iv) any prohibitory orders restraining the listed entity from transferring units registered in the name of the unit holders.

          Intimate to recognised stock exchange(s) about such events.  
          3. 91 Dissemination on the website of stock exchange(s)  Submit 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.  
    • (Listing Obligations and Disclosure Requirements) Regulations, 2015 vis-à-vis Equity Listing Agreement

         (Listing Obligations and Disclosure Requirements) Regulations, 2015 

        vis-à-vis

        Equity Listing Agreement

        Introduction

        Securities and Exchange Board of India (‘SEBI’) in terms of power conferred under SEBI Act, 1992 notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations 2015’ herein after termed as LODR) on 2nd September, 2015, whereby it tries to align the present Listing Agreement with the Companies Act, 2013 and they consolidate the scattered requirement under listing agreement for different securities under single piece of regulation.

        The Listing Regulations have been sub-divided into two parts viz.,

        i) Substantive provisions incorporated in the main body of Regulations;

        ii) Procedural requirements in the form of Schedules to the Regulations.

        Note:- 

        i) time span of 90 days was given to implement the said Listing Regulations.

        ii) However provisions of Regulation 23(4) and 31A of the Regulations have become applicable with immediate effect.

        Applicability

        The Listing Regulations 2015 will apply to the following securities on recognized Stock Exchange(s):

        i) Specified securities listed on Main Board or SME Exchange or Institutional Trading Platform;

        ii) Non-Convertible Debt Securities, Non-Convertible Redeemable Preference Shares, Perpetual Debt Instrument, Perpetual Non-Cumulative Preference Shares;

        iii) Indian Depository Receipts;

        iv) Securitized Debt Instruments;

        v) Units issued by Mutual Funds; and

        vi) Any other securities as may be specified by SEBI.

        COMPARATIVE STUDY OF LISTING REGULATIONS 2015 VIS-À-VIS EQUITY LISTING AGREEMENT

        Provision as per SEBI Listing Regulations, 2015

         

        Grounds of the Regulation

         

        Remarks

        Chapter – I

        (PRELIMINARY)

        Regulation 1

        Short Title and Commencement

        Deals about commencement details

        -

        Regulation 2

        Definition

        Contains various definitions

         

        -

        Regulation 3

        Applicability

        States Applicability of the said Regulations.

        -

        Chapter – III

        (COMMON OBLIGATIONS of  LISTED ENTITIES)

        Regulation 7

        Share Transfer Agent

        Listed entities are required to submit a compliance certificate duly certified by both the Compliance Officer and the authorized representative of Share Transfer Agent to the Stock Exchanges where their specified securities are listed within 1 (one) month of end of each half of the financial year.

        1) This regulation is Substitution of Clause 47(c).

        2) In Listing Agreement certificate was required to be obtained from a PCS but as per LODR,the same is required to be certified by the Compliance Officer of the Listed Entity and authorized representative of Share Transfer Agent.

         

        Regulation 9

        Preservation of Documents

        1) The listed company is required to formulate a policy for preservation of documents duly approved by the 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.

        Note:-(Maintenance of documents in electronic mode will be deemed to be valid compliance of the aforesaid regulation.)

        Such Policy is required to be updated on the functional website of the Company.

        Regulation 12

        Payment of dividend, interest, redemption or repayment.

        1) The  listed Company  is required to make use of E-payment facility for making payment of the following:

        a) Dividends;

        b) Interest;

        c) Redemption or Repayment Amounts.

        2) However if use of e-payment facility is not possible then ‘payable-at-par warrants’ or cheques may be issued.

        3) If Dividend amount  is Rs 1,500/- or more, the ‘payable-at-par warrants’ or cheques shall be sent by speed post

         

        Regulation 13

        Grievance Redressal Mechanism

        1) Every listed company is required to comply with the following:

        a) To get itself registered on the SCORES platform or any other similar platform to electronically handle the investor complaints as specified by the Board;

        b) To file a Statement within 21 days from the end of the relevant quarter to the stock exchange pertaining to the

        a) Status of investors complaints detailing,

        b) No. of Complaint spending at the beginning of quarter,

        c) Received and disposed of during the quarter,

        d) Unresolved at the end of the quarter;

        3) Place the same Statement before the Board of Directors on a quarterly basis.

        This regulation corresponds to Clause 49 of the Listing Agreement and there is no change in the provisions.

        Chapter- IV

        (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES)

        Regulation 15

        Applicability

        1) Provisions of Corporate Governance Regulations are not applicable on 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.

        2) listed entity which has listed its specified securities on the SME Exchange

        Note:-Once the regulation becomes applicable to a listed entity at a later date, company shall comply with the requirements within six months from the date on which the provisions became applicable.

         

        -

        Regulation 16

        Definition

         

        Defines various terms such as control, independent director, material subsidiary and senior management for the purpose of this chapter.

        -

         

         

         

         

        Regulation 17

        Board  of Directors

        Composition

        The board of directors of the listed entity shall be as follows:

        a) an optimum combination of executive and non-executive directors with

        at least one woman director and

        not less than fifty per cent. of the board of directors shall comprise of non-executive directors;

        b) where the chairperson of the board of directors is a non-executive director,

        at least 1/3rd of the board of directors shall comprise of independent directors and

        where the listed entity does not have a regular non-executive chairperson,

        at least half of the board of directors shall comprise of independent directors.

        Provided that where the

        a) regular non-executive chairperson is a promoter of the listed entity or

        b) is related to any promoter or

        c) person occupying management positions at the level of board of director or

        d) 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.

        Meetings

         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.

         

        1) This regulation corresponds to Clause 49II of the Listing Agreement.

        2) The Minimum information which requires to be placed before the Board of Directors is mentioned in Part A of Schedule II (same as Annexure – X of the Listing Agreement).

        3) Now the compliance certificate shall be furnished by the Chief Executive Officer and Chief Financial Officer to the Board of Directors as specified in Part B of Schedule II.

        4) No other major changes were made to the Listing Agreement for this purpose.

         

         

         

         

         

         

         

         

        Regulation 18

        Audit Committee

         

        Composition

        1) listed entity shall constitute a qualified and independent audit committee consisting of

        a) Minimum three directors as members.

        b) 2/3rdof the members shall be independent directors.

        c) All members shall be financially literate and

        d) at least one member shall have accounting or related financial management expertise.

        2) The chairperson of committee shall be an independent director and he shall be present at Annual general meeting to answer shareholder queries.

        3) The Company Secretary shall act as the secretary to the committee.

        4) 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.

        Meetings

        1) The Audit Committee shall

        a) Meet at least four times in a year and

        b) not more than one hundred and twenty days shall elapse between two meetings.

        2) Quorum shall either be

        a) two members or

        b) 1/3rdof the members of the audit committee, whichever is greater,

        with

        c) at least two independent directors.

        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.

        1) This regulation corresponds to Clause 49III of the Listing Agreement.

        2) n this regulation, now the Audit Committee should meet at least four times in a year with not more than one hundred and twenty days shall elapse between two meetings earlier it was not more than four months shall elapse between two meetings.

        3) The Audit Committee now at its discretion meets without the presence of any executives of the listed entity.

        4) Unlike Listing Agreement, now the power of the Audit Committee in the Listing Regulations 2015 was not specified and

        5) role of the Audit Committee and review of information by the Audit Committee was mentioned in Part C of Schedule II which is in similar line with Clause 49III (D) and (E) of the Listing Agreement.

        Regulation 19

        Nomination and remuneration committee

         

        Composition

        1) The board of directors shall constitute the nomination and remuneration committee consisting of :-

        a) at least three directors

        b) all directors of the committee shall be non-executive directors; and

        c) at least fifty percent of the directors shall be independent directors

        2) The Chairperson of the nomination and remuneration committee shall be an independent director.

        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.

        4) The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II.

        This regulation corresponds to Clause 49IV of the Listing Agreement and no major changes were made to the Listing Agreement for this purpose.

        Regulation 20

        Stakeholders Relationship Committee

        1) The listed entity shall constitute a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders, debenture holders and other security holders.

        2) Chairperson of this committee shall be a non-executive director.

        3) Role of the Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II.

        1) This regulation corresponds to Clause 49VIIIE (4) of the Listing Agreement and no major changes were made to the Listing Agreement for this purpose.

        Regulation 21

        Risk Management Committee

         

         

        1) The majority of members of Risk Management Committee shall consist of members of the board of directors.

        2) 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.

        3) The provisions of this regulation shall be applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

        1) This regulation corresponds to Clause 49VI of the Listing Agreement and will specifically apply to the Top 100 Listed Entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

        2) Earlier under Listing Agreement, the company should lay down the procedures to inform Board members about the risk assessment and minimization procedures and the Board was responsible for framing, implementing and monitoring the risk management plan for the company.

        3) No other changes were made to the Listing Agreement for this purpose.

        Regulation 22

        Vigil mechanism

        1) The listed entity shall formulate a vigil mechanism 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.

        This regulation corresponds to Clause 49IIF of the Listing Agreement and No other changes were made to the Listing Agreement for this purpose.

        Regulation 23

        Related Party Transactions

        1) The listed Entity shall:-

        a) Formulate a Policy on material related party transactions and dealing with related parties.

        b) Seek approval from shareholders in General Meeting by passing an ordinary resolution for approving material related party transactions subject to the stipulation that such related parties shall be abstained from voting on such resolution.

        1) This regulation corresponds to Clause 49VI of the Listing Agreement.

        2) The definition of related party in Listing Regulations 2015, continues to define related party as of Companies Act, 2013 and Accounting Standard – 18.

        3) Now as per regulation 23(8), all the 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.

        4) Now the ordinary resolution will suffice the purpose of approval from shareholders instead of special resolution in Listing Agreement.

        5) Still the related parties are abstaining from voting on such resolutions whether they are related party to that particular transaction or not. This point differs with Section 188 of the Companies Act, 2013 whereby the Ministry of Corporate Affairs clarified vide General Circular No. 30/2014 dated 17.07.2014, only the related party in the context of the contract or arrangement were abstained from voting.

        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, incorporated in India.

        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.

        Note :- 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 material subsidiary for the immediately preceding accounting year.

        6) 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 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.

        7) 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

        8) 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

        This regulation corresponds to Clause 49V of the Listing and No other changes were made to the Listing Agreement for this purpose.

        Regulation 25

        Obligations with respect to independent directors

        1) A person shall not serve as an independent director in more than seven listed entities

        Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities.

        3) The maximum tenure of independent directors shall be in accordance with the Companies Act, 2013 and rules made thereunder,

        4) The independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

        1) This regulation corresponds to Clause 49IIB of the Listing Agreement.

        2) In this regulation, the requirement of issuance of formal letter of appointment to Independent Directors was dispensed with, but in terms of Schedule IV of the Companies Act, 2013, the company has to appoint independent directors and the appointment should be formalised through a letter of appointment.

        Regulation  26

        Obligations with respect to directors and senior management

        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 is a director

         

        .

        This regulation corresponds to Clause 49IID and E of the Listing Agreement and it is same as Listing Agreement.

        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) 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 fifteen days from close of the quarter.

        3) Details of all material transactions with related parties shall be disclosed  along with the report mentioned in clause (a) of sub-regulation (2).

        4) The report mentioned in clause (a) of sub-regulation (2) shall be signed either by the compliance officer or the chief executive officer of the listed entity.

        1) This regulation corresponds to Clause 49X of the Listing Agreement, whereby the listed entity may comply with other non – mandatory requirements as mentioned in Part E of Schedule II.

        2) Now the listed entity is required to provide the details of all material transactions with related parties along with the quarterly compliance report on corporate governance as per format specified by SEBI within fifteen days from the close of the quarter.

        Regulation 28

        In-principle approval of recognized Stock Exchange(s)

        1) The Listed company, prior to issuance of securities is needed to obtain an In Principle approval

        2) This requirement is not applicable for the securities issued pursuant to Scheme of Arrangement under Sections 230 – 234 and Section 66 of Companies Act, 2013 for which the listed entity has already obtained No Objection Letter from recognised stock exchange(s) under regulation 37.

         

         

        This regulation corresponds to Clause 24(a) of Listing Agreement.

        Regulation 29

        Prior Intimations

         

        The listed company shall give prior intimation to Stock Exchange about the Board Meeting held, from time to time, in the following manner:

        a) For Financial Results:

        At least 5 days advance notice (excluding the date of intimation and date of meeting) before consideration of Financial Results of the company.

        b)  For Corporate Actions:

        At least 2 working days advance notice (excluding the date of intimation and date of meeting) for considering the proposals related to buyback of securities, voluntary delisting, fund raising including determination of issue price.

        c) For alteration in the date of payment of interest or nomenclature of the specified securities:

        At least 11 working days’ advance notice for considering the proposals pertaining

        1) The listed entity should intimate to the Stock Exchange(s) at least five days in advance excluding the date of the intimation and date of meeting (earlier it was seven days in Listing Agreement) of the Board Meeting for consideration of financial results viz. quarterly, half yearly or annual.

        2) Now eleven days of advance intimation (excluding the date of the intimation and date of meeting) to the Stock Exchange(s) is required instead of twenty one days in Listing Agreement for consideration of 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 and 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.

        3) New additional business(es) disclosure pertaining to which prior intimation of Board Meeting is required to be forwarded to the Stock Exchanges

        Regulation 30

        Disclosure of events or information

        The main highlights of the Regulation are outlined as follows:

        1) The responsibility is cast on the Board of listed entities, to authorize one or more KMPs for the purpose of determining materiality of an event or information and making disclosures to the stock exchange.

        2) The details of above stated authorized KMPs is required to be disclosed to the Stock Exchange(s) as well as on the Company’s website.

        3) Every Listed Company is required to update material developments on a regular basis pertaining to the disclosures made till the event is resolved/closed and host the said events along with all updated information on its website at least for a period of 5 years.

        4) Post 5 years, the requirement of disclosure of such events is as per the archival policy of the Listed Company.

        5) All events or information of material subsidiaries are to The provisions of this Regulation have removed all the ambiguities of Clause 36 of the erstwhile Listing Agreement and addition of provisions related to explanation for delay in disclosure would surely bring more transparency in the business affairs of the Company. Further, SEBI vide its Circular dated September 09, 2015 clearly prescribed the information needed to be disclosed pertaining to material transactions as prescribed in Regulation 30 of LODR. This circular brings in more clarity of what to disclose and will ensure uniformity in disclosures made by listed entities and shall come into force after 90 days from the date of issuance of LODR Regulations.

        6) Material event/ information are needed to be disclosed as per the following timeline:

        a) Within 24 hours fromØ the occurrence of the events as specified in Part - A of Schedule III of the said regulations.

        b) Within 30 minutes ofØ the conclusion of the Board Meeting regarding events specified in sub-para 4 of Para Part A of Schedule III of the said regulations.

        Any delay in filing disclosures beyond the timeframe of 24 hours shall be accompanied by an explanation for delay.

        1) This regulation corresponds to Clause 36 of the Listing Agreement.

        2) Now the listed entity should inform the Stock Exchange(s) of all events or information as mentioned in Part A of Schedule III, as soon as reasonably possible but not later than 24 hours from the occurrence of an event or information.

        3) In case, the disclosure is made after 24 hours, then the listed entity should provide explanation for the delay in intimation. This time limit was not there in Listing Agreement.

        4) The events or information which will be disclosed to the Stock Exchange(s) under this regulation, should be hosted on the website of the listed entity for a minimum period of five year and thereafter as per archival policy of the listed entity.

        5) This means that now the listed entity will be required to frame a policy on website disclosure and archival of such disclosure. Some of the items as specified in Part A of Schedule III like 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, any cancellation of dividend with reasons thereof, the decision on buyback of securities, the decision with respect to fund raising proposed to be undertaken, increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched, 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, short particulars of any other alterations of capital, including calls, financial results and decision on voluntary delisting by the listed entity from Stock Exchange(s) required to intimate within thirty minutes of the closure of the meeting instead of fifteen minutes as per Listing Agreement.

         

        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 within 21 days from the end of respective quarter.

        2) If the entity is listed on SME Exchange, the above statement is to be filed on a half yearly basis within 21 days from the end of each half year.

         

        This regulation corresponds to Clause 35 of the Listing Agreement and No other changes were made to the Listing Agreement for this purpose.

        Regulation 31 A

        Disclosure of Class of shareholders and Conditions for Reclassification.

        The Stock Exchange may allow for reclassification upon receipt of a request from the listed company or the concerned shareholder, along with requisite evidence. The reclassification will be allowed.

         

         

        To resolve the ambiguities as to re classification, SEBI has inserted new regulation to place a regulatory framework for re-classification of promoters in listed companies.

         

         

        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;

        b) indicating category wise variation between projected utilisation of funds and the actual utilisation of funds.

        3) The above statement is required to be reviewed by the Audit Committee prior to its submission and to be given till the issue proceeds have been fully utilised or the purpose for which these proceeds were raised, has been achieved ;

        4) The variation is required to be furnished in the Directors Report as well on an annual basis;

         

        If the listed company has appointed any monitory agency then the report/comments of such agency is required to be submitted In case of SME listed entities, the said Deviations statement is required to be furnished on semiannual basis

        1) This regulation corresponds to Clause 43 and 43A of the Listing Agreement.

        2) The regulation has dropped the word ‘material’ deviation, which was there in Listing Agreement and the explanation for deviations under regulation 32(1) is to be provided in the Directors’ report.

        Regulation 33

        Financial Result

        1) The listed company shall submit to the stock exchange the following:

         

        2) Audited or unaudited quarterly and year-to-date standalone financial results to the stock exchange within 45 days from the end of relevant quarter.

        3) In case the listed company has subsidiaries, then it may submit also quarterly/ year to-date consolidated financial results of its subsidiary.

        4) Audited standalone financial results along with the audit report for the financial year, within 60 days from the relevant financial year.

        5) In respect of companies listed on SME Exchange, the quarterly results needed to be submitted on a half yearly basis and ‘year-to-date’ financial results are not required to be filed to the stock exchanges.

        1) This regulation corresponds to Clause 41 of the Listing Agreement.

        2) As per this regulation, now irrespective of whether the subsidiary of the listed entity is listed or not, they need to submit Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion) alongwith Form A or Form B with audit report for standalone financial results for the financial year, within sixty days from the end of the financial year.

        3) In case of submission of Form B (for audit report with modified opinion), the audit report will be review by Qualified Audit Report Review Committee who will analyze the case as referred by the Stock Exchange(s).

        4) After analyzing the modified opinion(s) in audit reports, the Review Committee may recommend rectification of such modified opinion in the subsequent financial year in case the impact of modified opinion is not significant. But if the Review Committee is of the view that the 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. The listed entity now required to state time of conclusion of Board Meeting in the minutes, and the listed entity has to submit the financial results within 30 minutes from the conclusion of the Board Meeting. In the Listing Agreement, the variation of 10% was served as an ideal tool to assess the accuracy of unaudited financial results, which was left out in this regulation. The SEBI is yet to publish the formats for the financial results for the purpose of this regulation

         

        Regulation 34

        Annual report

        1) The listed company is required to submit the Annual Report to the Stock Exchange within 21 working days of it being approved and adopted in the Annual General Meeting.

        2) The disclosures as sought in the Regulation are needed to be incorporated in the Annual Report.

        Now the listed entity required to send the Annual Report to the Stock Exchange(s) within twenty one working days of its adoption by the members at the Annual General Meeting unlike in Listing Agreement, where the Annual Report has to disseminate to the Stock Exchange(s) as soon as they are issued.

         

        Regulation 35

        Annual Information Memorandum

        The annual Information Memorandum is needed to be submitted by the listed entities to the stock exchange, in the manner as may be specified by SEBI from time to time

        -

        Regulation 36

        Documents & Information to shareholders

        1) The listed company is required to submit its Annual Report to the shareholders in the following manner:

        a) For shareholders, who have their ids registered with the Company, soft copy of the full Annual Report;

        b) For the ones who don’t have their Ids registered, hard copy of the statement containing salient features,

        2) in terms of Sec 136 of Companies Act 2013  Hard copies of full Annual reports, to the shareholders who request for the same.

        This regulation corresponds to Clause 32 of the Listing Agreement and it is in similar line with Listing Agreement

        Regulation 37

        Draft Scheme of Arrangement

        1) Any listed company desirous of undertaking a Scheme of Arrangement shall prior to filing it with High Court/ Tribunal, file the same with the Stock Exchanges and obtain a NOC/ Observation Letter from the Exchange(s). 

        2) The Observation Letter or No objection Letter granted by the stock exchange prior to presenting scheme before the Court or the Tribunal will be valid for the period of 6 months from the date of its issuance

        This regulation corresponds to Clause 24 of the Listing Agreement and it is in similar line with Listing Agreement

        Regulation 38

        Minimum Public Shareholding

        All listed companies have to comply with Minimum Public Shareholding norms, as laid down in Rule 19(2) and 19A of SCRR, in the manner specified by SEBI from time to time.

        This regulation corresponds to Clause 40A of the Listing Agreement and it is in similar line with Listing Agreement.

        Regulation 39

        Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with 36 unclaimed securities

        1) The listed company would be required to issue certificates or receipts or advices pursuant to subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or 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 within a period of thirty days from the date of such lodgment.

        2) The listed company is required to submit the information regarding loss of share certificate and issue of the duplicate certificate, to the stock exchange within two days of its getting information.

        The whole procedural requirements for dealing with securities issued pursuant to the public issue or any other issues which remain unclaimed or are lying in the escrow account, is specified in the Schedule VI of the Listing Regulations 2015.

        Regulation 40

        Transfer or transmission or transposition of securities

        1) The Board of Directors of a listed company may delegate the power of transfer of securities to

        a) a committee or

        b) to compliance officer or

        c) to the registrar to an issue and/or

         d) share transfer agent

        2) The delegated authority is required to review the formalities relating to transfer of securities at least once on a fortnightly basis and shall report to the Board on transfer of securities in each meeting.

        3) The listed company shall not affect the transfer in securities if the transferor serves prohibitory order of a competent court within 60 working of raising the objection.

        This regulation corresponds to Clause 6, 7, 8, 9, 10 and 11 of the Listing Agreement and it is in similar line with Listing Agreement.

         

        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 which may confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed.

        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 pro-rata basis or by lot.

        This regulation corresponds to Clause 23,26 and 34 of Listing Agreement.

         

        Regulation 42

        Record Date or Date of closure of transfer books

        1) The listed entity is required to intimate the record date/ book closure date to all the concerned Stock Exchanges at least 7 working days (excluding the date of intimation and the record date) before the record date/ closure of transfer books.

        2) The listed entity is required to declare dividend/ cash bonuses at least 5 working days (excluding the date of intimation and the record date) before the record date fixed for that purpose.

        3) There must be gap of minimum 30 days between two record dates or two transfer book closure dates

        This regulation corresponds to Clause 16 of the Listing Agreement and it is in similar line with Listing Agreement

        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.

        This regulation corresponds to Clause 20A of the Listing Agreement and it is in similar line with Listing Agreement.

        Regulation 44

        Voting by shareholders

        1) The listed entity shall provide the facility of remote e-voting facility to its shareholders, in respect of all shareholders' resolutions.

        2) The e-voting facility to be provided to shareholders in terms of sub-regulation (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 forty eight hours 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.

        This regulation corresponds to Clause 35B of the Listing Agreement and it is in similar line with Listing Agreement.

        Regulation 45

        Change in name of the listed entity

        1) The listed company desirous to change its name is required to file an application for change in name with ROC subject to the compliance with the following conditions:

        a) One year must have been elapsed from its last name change.

        b) At least 50% of the total revenue in the preceding one year has been generated from the activity suggested by the new name.

        c) The amount invested in the new activity must be at least 50% of the assets of the company.

        2) The line of business undertaken by the company must be in line with its name. However, if there is any deviation between the same, then the company is required to comply with the relevant provisions of the Companies Act, 2013 for change in name, within 6 months from the date of change in line of business.

        3) The listed company shall file an application for name availability with ROCs upon satisfying the conditions laid down in Para (1) above.

        4) After receipt of confirmation regarding name availability from the ROC, the listed company is also required to obtain the approval from the concerned stock exchange for the change in name prior to filing the request for change of name to ROC.

        This regulation corresponds to Clause 32 of the Listing Agreement and

        Regulation 46

        Website

        1) The listed entity shall disseminate the following information 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 non-executive 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 analyst or institutional investor meet and presentations made 41 by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange;

        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 sub-regulation (1) of regulation 47 .

        2)The listed company is required to update any change in the content of its website within 2 working days from the date of such change in the content.

         

        1) Now the regulations also requires to disclose the composition of various committees of Board of Directors, contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances and notice of meeting of the Board of Directors where financial results shall be discussed

        2) Earlier listing agreement was silent regarding updation of contents on the website of the company.

        Regulation 47

        Advertisements in Newspapers

         

        1) The listed entity shall publish the following information in atleast 1 English newspaper, circulating in whole or substantially whole of India and in 1 daily newspaper in the vernacular language, where the registered office of the company is situated: :

        a) Notice of meeting of the Board of Directors where financial results would be considered;

        b) Financial results along with the opinion(s) or reservation(s), if any, expressed by the Auditor within 48 hours of conclusion of the meeting of Board of Directors;

        c) Statements of deviations/ variations

        d) Notices given to shareholders by advertisement

        2) The above provisions are not applicable on the entities listed on SME Exchange.

        Same as listing agreement

         

        Regulation 48

        Accounting Standards

        The listed entity shall comply with all the applicable and notified Accounting 42 Standards from time to time.

        -

    • (Listing Obligations and Disclosure Requirements) Regulations, 2015
    • SEBI's Press Releases
        Title Date Content 
        PR No. 226/2015 03.09.2015 View
    • Provision for Website under Listing Regulation,2015

        The listed entity shall disseminate the following information 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 non-executive 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; (on quarterly basis- for last 5 years)

        (n) details of agreements entered into with the media companies and/or their associates, etc;

        (o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange;

        (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) all information and reports including compliance reports filed by the listed entity;

        OTHERS :- 

        1. The listed entity shall frame a policy for determination of materiality, and duly approved by its board of directors, which shall be disclosed on its website.

        2. 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.

        3. 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.

        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.

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