Critical Issues - SEBI Listing Regulations 2015-7.4.2018 by CS S Sudhakar PDF

“Critical Issues in SEBI Listing
Regulations”
ICSI Indore Chapter – 7.4.2018
S.SUDHAKAR
VICE-PRESIDENT – CORPORATE SECRETARIAL
RELIANCE INDUSTRIES LIMITED
S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

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Disclaimer
Views expressed are of my own and not of the organisation in which I am
employed

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Commencement
S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

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RELIANCE INDSUTRIES LIMITED
Commencement of Listing Regulations
Came into force 90

Notified on
days thereafter i.e.
September 2, 2015
December 1, 2015
Listing Regulations Regulations have

replaced the greater statutory
erstwhile Listing force
Agreement
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Listing Regulations Vs Listing Agreement
Consolidated & Streamlined the provisions of various Listing

Agreements
• For different segments such as Equity, Debt, Preference shares, Mutual Funds etc
Listing regulations have been sub-divided into two parts viz;
• substantive provisions incorporated in the main body of the regulations and

• Procedural requirements in the form of schedules to the regulations
• Regulations are divided into XII chapters and IX schedules

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Regulations at a glance
CHAPTER CONTENTS
I Definitions
II Principles governing disclosures & obligations of listed entity
III Common obligations of listed entity
IV Obligations of listed entity which has listed specified securities
V Obligations for listing Non-convertible Debt securities / non-convertible redeemable
preference shares
VI Obligations of listed entity which has listed its specified securities & either non-convertible
debt securities or non-convertible redeemable preference shares or both
S.Sudhakar, RIL 6
Regulations at a glance (contd….)
CHAPTER CONTENTS
VII Obligations for listing ADRs
VIII Obligations for listing its securitised debt instruments
IX Obligations for listing mutual funds units
X Duties and obligations of the recognised stock exchanges
XI Procedure for action in case of default
XII Miscellaneous
S.Sudhakar, RIL 7
Schedules
SCHEDULE CONTENTS
NO
I Terms of Securities
II Corporate Governance
III Disclosure of events or information
IV A) Disclosures in financial results – specified securities
B) Disclosures in financial results - IDRs
V Annual Report
VI Manner in dealing with unclaimed shares
VII Transfer of Securities
VIII Manner of reviewing Form B accompanying annual audited results
IX Amendments to other Regulations
S.Sudhakar, RIL 8
Main Features
Usage of Listed Entity

• In Listing Regulations 2015, the term ‘listed entity’ is used instead of ‘listed
company’
• some listed entities may or may not be the companies but are body corporates
Ease of reference
• related provisions are aligned and provided at a common place.
• Listing Regulations have been aligned with the provisions of the Companies
Act, 2013
• Two page Listing Agreement is to be signed all Listed entities within 6 months
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TYPES OF COMPLIANCES
Types of Compliances
• One time Compliances
• Quarterly Compliances
• Half-yearly Compliances
• Yearly Compliances
• Event based Compliances

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One time Compliances
• Execution of two page listing agreement
• Appointment of Compliance Officer
• Appointment of Share transfer Agent / Category II share transfer

agent registration
• Constitution of Committees
• Framing of Policies

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Quarterly Compliances
• Within 21 days from end of each quarter file a statement with details of complaints
• Within 15 days from closure of quarter file quarterly compliance report on

Corporate Governance
• Within 21 days from the end of each quarter file a statement of shareholding
pattern for each class of securities
• Within 45 days of end of each quarter submit Financial Results with Limited Review
report
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Half-yearly Compliances
• Within one month of end of each half of financial year to file a certificate with
exchanges certifying
compliance with regard to appointment of share transfer agent or Registration
• As a part of financial results for the half year, by way of a note, a statement of
assets and liabilities shall be filed
• Within one month of the end of each half of the financial year file a certificate
from a practicing company secretary in regard to share transfers, sub-division,
consolidation, renewal or endorsement of call / allotment monies etc

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Yearly compliances
• Compliance report on Corporate Governance at the end of the
financial year (no time limit is prescribed)
• Compliance report on Corporate Governance within six months from

end of financial year (may be filed with second quarter report)
• Submit annual report to the exchanges within 21 working days of it

being approved and adopted in the AGM

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Event based Compliances
• Obtain in-principle approval before • File draft scheme of arrangement
issuing Securities • Intimation of Record Date
• Disclosure of events / information • Declaration of Dividend

having material impact
• E-voting report
• Reclassification of Promoters
• Change in the name
• Statement of deviation or variations

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Kind of compliances
• Constitution of Committees
• Formulation of Policies
• Intimation to Stock Exchanges
• Filings with Stock Exchanges
• Obtaining Approvals

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Committees to be constituted
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholder Relationship Committee
• Risk Management Committee
• Vigil mechanism

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Policies to be formulated
• Policy for Preservation of Documents
• Policy for determining material subsidiary
• Vigil mechanism for directors and employees of the company
• Policy on materiality of related party transactions and on dealing with related
party transactions
• Policy for determination of materiality for intimation to stock exchanges
• Authorize one or more KMPs to determine materiality of an event or information
and disclose the contact particulars to stock exchanges and also put on website
• Archival policy for retention of disclosures uploaded on website of the company
• Lay down a code of conduct for Directors and senior management

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Number of Days to intimate
• At some places it was mentioned “number of working days”
• At some places only it was mentioned “number of days”
• At some places it was mentioned to “exclude the date of intimation

and the date of the meeting”
• At some other places it was not even mentioned to exclude the date
of intimation

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Statutory force to Listing Regulations
• The new Regulations got a greater statutory force and non-
compliance would lead to violation of Securities Laws including SEBI
Act and consequential penal provisions would be applicable

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Listing Agreement
• Listing Agreement –
• a 2 page agreement is to be signed by the listed entity while getting its
securities listed.
• existing listed entities as on the date of the notification, to sign such

agreement within 6 months of the notification of the regulations

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Applicability of the Regulations
• The Regulations shall apply to the listed entity who has listed any of
the following designated securities on recognised stock exchange(s)
• Specified securities listed on main board or SME exchange or institutional
trading platform
• Non-convertible debt securities, non-convertible redeemable preference
shares, perpetual debt instruments, perpetual non-cumulative preference
shares
• Indian Depository Receipts
• Securitised debt instruments
• Units issued by mutual funds
• Any other securities as may be specified by the Board

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Important Definitions
Specified securities
• Specified securities means – ‘equity shares’ and ‘convertible
securities’ as defined under clause (zj) of sub-regulation (1) of
regulation 2 of the SEBI (Issue of Capital Disclosure Requirements)
Regulations, 2009

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Related Party & Related Party Transaction
• Related party means – as defined under Section 2(76) of the
Companies Act, 2013 or under applicable accounting standards i.e. AS
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• Related Party Transaction means – transfer of resources, services or
obligations between a listed entity and a related party regardless of
whether a price is charged
• A transaction with a related party shall be construed to include a
single transaction or a group of transactions in a contract

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Principles of governing disclosures &
obligations (chapter – II)

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Principles governing disclosures & obligations
• Listed entities shall make disclosures and abide by its obligations in accordance
with these principles
• These principles underlie specific requirements prescribed in different chapters
of the Regulations
• In the event of the absence of specific requirements or ambiguity these principles
would serve to guide the listed entities
• These Governing principles are applicable to all listed entities

• These principles substantially raised the bar of Corporate Governance

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Common obligations - (chapter – III)

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5 General obligations for compliance
• Listed entities shall ensure that KMPs, Directors, Promoters or any
other person dealing with the listed entity complies with the
responsibilities and obligations, assigned to them under this chapter

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6 Appointment of Compliance Officer
• Qualified Company Secretary is to be appointed as “Compliance
Officer”
• Responsibilities of Compliance officer have been defined
• Ensuring conformity with the regulatory compliances
• Co-ordinating with and reporting to SEBI, Stock exchanges and Depositaries
with respect to compliances
• Ensure correct procedures followed that would result correctness,
authenticity and comprehensiveness of information and return filed
• Monitoring grievance redressal

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7 Share Transfer Agent
• Share transfer agent or in house share transfer facility
• Once security holders exceeds one lakh obtain Registration as category II share
transfer agent
• Submit a compliance certificate within one month of each half of the financial
year certifying the above
• such compliance certificate shall be signed by Compliance officer and the share
transfer agent
• In case of change in share transfer agent, enter into tripartite agreement and
intimate the exchanges within seven days
• Place the agreement before the Board of Directors at its subsequent meeting
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Preservation of documents
• policy for preservation of documents approved by the board of
directors
• The policy shall have at least two categories, classifying preservation
of documents –
• permanent in nature and for a period of not less than 8 years after
completion of the relevant transactions

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Other miscellaneous obligations contd….
• Use electronic payment facility approved by RBI for payment of Dividend,
Interest, Redemption or Repayment amounts
• Physical instruments for amounts exceeding Rs1,500 payable at par
warrants, shall be sent by speed post
• Ensure registration on SCORES platform
• Ensure expeditious redressal of investor complaints
• File a statement with stock exchanges on quarterly basis within 21 days
from the end of each quarter, the status of complaints at the end of the
quarter
• Such statement shall be placed before the Board on quarterly basis
• Timely payment of listing fee to stock exchanges

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Obligations of listed entity - specified
securities - (chapter – IV)

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Applicability
• Not applicable to
• Listed entity having paid up equity share capital not exceeding ten crore and
• Net worth not exceeding twenty crore
• In case the aforesaid limits exceeds, the listed entity shall comply with
these regulations within six months from the date of applicability

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Constitution of Board & Committees

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17 Board of Directors
• Optimum combination of executive and non-executive directors with at
least one woman director
• Non-executive chairperson - at least one-third of the board shall comprise
independent directors
• Executive chairperson - at least half of the board shall comprise
independent directors
• Non-executive chairperson is a promoter or related to promoter - at least
half of the board shall comprise independent directors
• At least four meetings in a year with 120 days gap between two meetings
• Board shall periodically review compliance reports pertaining to all
applicable laws, as well as steps taken to rectify instances of non-
compliances

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Board of Directors contd …..
• Succession plans for appointment of Board and senior management shall
be in place
• Board shall lay down a code of conduct for Board and senior management
• No stock options to independent directors
• Specified information in Part A of Schedule II shall be placed before the
Board
• CEO and CFO shall provide the compliance certificate to the Board as
specified in Part B of Schedule II
• Performance evaluation of independent directors shall be done by the
entire board

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Kotak Committee accepted recommendations
• Reduction in the maximum number of listed entity directorships from
10 to 8 by April 1, 2019 and to 7 by April 1, 2020
• Minimum six directors in the top 1000 listed entities by April 1, 2019
and top 2000 listed entities by April 1, 2020
• At least one woman Independent Director in the top 500 listed
entities by April 1, 2019 and top 1000 by April 1, 2020
• Separation of CEO / MD and Chairperson in top 500 listed entities by
April 1, 2020

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Kotak Committee accepted recommendations
• Quorum for Board meetings one-third of the size of the Board or 3
members whichever is higher
• Expanding eligibility criteria for Independent Directors
• Individuals related to promoters not to be appointed
• Individuals who would not be able to discharge their duties independently
due to certain prevailing circumstances
• Disclosure of expertise / skills of Directors
• Board to list the competencies and expertise that its Directors should posses
• Companies to name the directors who have such skills, expertise and
competence from FY ended March 31, 2020

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18 Audit Committee
• Audit committee shall have minimum three directors as members
• Two-thirds of committee shall be independent directors
• All members shall have the ability to read and understand the financial
statements
• Chairperson shall be an independent director and shall be present at the
AGM
• Company secretary shall be the secretary of the Committee
• Committee shall meet at least four times in a year and not more than 120
days shall elapse in between two meetings
• Quorum shall be two members or one third which ever is greater, with at
least two independent directors
• Role of audit committee specified in part-C of schedule II

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19 Nomination & Remuneration Committee
• The committee shall comprise at least three directors
• All committee members shall be non-executive directors
• At least fifty percent of the directors shall be independent directors
• Chairperson of the committee shall be an independent director
• Chairperson of the company may be member but shall not chair
• Chairperson may be present at the AGM of the company
• Role of the Committee as specified in part D of Schedule II

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Shareholders Relationship Committee
• To redress the grievances of shareholders, debenture holders and
other security holders
• Chairperson shall be a non-executive director
• Board shall decide other members of the committee
• Role as specified as part D of schedule II

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Risk Management Committee
• Majority shall consist of members of Board of Directors
• Senior executives may be members of the committee
• Chairperson shall be a member of the Board
• Board shall define the role of the Committee
• Applicable to top 100 entities based on market capitalisation

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Kotak Committee recommendations accepted
• Enhanced role of the Audit committee, Nomination and
Remuneration committee and Risk Management committee
• Risk management committee to be extended to the top 500 listed entities
• NRC need to have two-thirds of its members independent directors

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Vigil mechanism
• Formulate a vigil mechanism for Directors and employees to report
genuine concerns
• Vigil mechanism shall provide for adequate safeguards to vigil blowers
• Direct access to the Chairperson and Audit Committee shall be
provided in case of exceptional cases

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23 Related party transactions
• Formulate a policy on materiality of related party transactions and on dealing
with related party transactions
• Material Related Party transaction - A transaction exceeding ten percent of the
annual consolidated turnover
• All related party transactions shall require prior approval of the audit committee
• Audit committee may grant omnibus approval and such transactions are to be
reviewed on quarterly basis
• All material related party transactions shall require approval of the shareholders
through an ordinary resolution
• Not applicable in case the transaction is between two Government companies or
transaction between a holding company and its WOS
• All related parties shall abstain from voting on such resolutions

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24 Requirements with respect to subsidiaries
• At least one independent director of the listed entity shall be on the board
of the material subsidiary incorporated in India
• Audit Committee shall review the financial statements and in particular the
investments made by the unlisted subsidiaries
• Board minutes of unlisted subsidiaries shall be placed before the Board
• All significant transactions and arrangements entered into by the unlisted
subsidiaries shall be placed before the Board
• Significant transactions mean – transactions that exceeds or likely to
exceed 10% of the total revenues or expenses or total assets or liabilities as
the case may be of the unlisted subsidiary for immediately preceding year

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Disposal of shares or assets of material subs
• Shareholder approval by way of a special resolution for
• Disposal of shares in material subsidiary (either on its own or together with
other subsidiaries) resulting in reduction of its holding to less than fifty
percent,
• sale, disposal or lease of assets amounting to more than 20% of the assets of
material subsidiary, unless the same is by way of an arrangement approved by
a court / tribunal

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25 Obligations of Independent Directors
• Not to be an independent director in more than seven listed entities
• A whole-time director of a listed entity shall not serve as independent
director in more than three listed entities
• Tenure of independent directors as per Companies Act, 2013
• Independent directors shall hold a meeting once a year
• All independent directors shall strive to attend such meeting
• To familiarise the independent directors through various programmes
about the listed entity

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26 Obligations of Directors, Promoters & KMPs
• A director shall not be a member of more than ten committees
• Shall not be a chairperson of more than five committees
• Above limit is applicable in all public companies whether listed or not
• Private companies, foreign companies and section 8 companies shall be
excluded
• Chairpersonship or membership of only audit committee and stakeholder
relationship committee shall be considered
• Directors shall inform the listed entity about their committee positions and
notify changes from time to time
• Non-executive directors shall also disclose their shareholding
• Senior management shall make requisite disclosures

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27 Compliance report on Corporate Governance
• As against once in a quarter the report is now to be filed as under
• On quarterly basis i.e. within 15 days from the closure of the quarter
• At the end of the financial year (for the whole of financial year)
• Within 6 months from the end of the financial year. This may be submitted
along with second quarter report
• All material transactions with related parties shall be disclosed along
with this report
• The above reports shall be placed before the board of directors in its
next meeting.
• This report shall be signed either by the compliance officer or of the
CEO of the listed entity

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29 Prior intimations
• Two working days prior intimation, excluding the date of intimation
and the date of the meeting for the following events
• Buy-back of securities
• Voluntary delisting
• Fund raising by way of FOP / Rights / ADR / GDR / FCCB / debt / preferential
issues etc
• Intimation shall also be given while convening AGM / EGM for obtaining
shareholder approval for such issues
• Declaration / recommendation of Dividend, issue of convertible securities
• Declaration of bonus securities (if not part of agenda prior intimation not
required)

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Prior intimations contd …..
• At least five days advance intimation (not working days) excluding the
date of intimation and the date of the meeting shall be given for the
following
• In case of quarterly / half-yearly / annual financial results
• At least eleven working days advance intimation to be given to place
the following before the Board
• Alteration in the form or nature of its listed securities
• Alteration in the rights or privileges of the holders thereof
• Alteration in the date of interest or redemption payments

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30 disclosure of Material event or information
• Board is under obligation to disclose any event or information which
in their opinion is material
• Events specified in para A of part A of Schedule III are deemed to be material
• Events specified in para B of part A of Schedule III based on application of
guidelines for determination of materiality

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Criteria for determination of materiality
• Board is under obligation to disclose the following
• Omission of an event or information likely to result in discontinuity or alternation of event or
information already available publicly; or
• Omission of an event or information is likely to result in significant market reaction when it
comes to light
• In the opinion of the board such event / information is material
• Frame a policy for determination of materiality duly approved by the Board of
directors and shall be disclosed on website
• Board shall authorise one or more KMPs to determine the materiality for the
purpose of making disclosure
• Contact details of such person shall be disclosed to the exchanges and also on the
entity’s website
• Shall disclose all events of subsidiaries which are material for the listed entity

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Disclosure of material event / information
• Disclosure of material event / information shall be given not later than twenty
four hours
• If such disclosure is not given in time explain the reasons for such delay
• Disclosure in respect of events specified in sub-para 4 of para A of part A of
schedule III shall be made within 30 minutes of the conclusion of the board
meeting
• Update material developments on the events disclosed on regular basis, till such
time the event is resolved / closed
• All disclosures made to stock exchanges shall be disclosed on the website of the
entity and shall be hosted for a minimum period of five years
• An archival policy shall be framed
• Event / information though not indicated in para A or para B of schedule III, but
which may have material effect shall be disclosed to exchanges

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Deemed material events / information
(para A of part A of Schedule III)
• Acquisitions, Scheme of arrangements, sale or disposal of units, divisions or subsidiaries
of listed entity
• Acquisition shall mean
• Acquiring control whether directly or indirectly or
• Acquiring or agreeing to acquire shares or voting rights in a company whether directly or indirectly
such that
• The listed entity holds shares or voting rights aggregating to five percent or more of the shares or
voting rights in the said company or
• There has been change from the last disclosure and such change exceeds 2%
• Issue, forfeiture, split or consolidation of shares, buyback, restriction on transfer of
securities or alteration in the any of these
• Revision in credit ratings
• Agreements viz; shareholder agreements, joint venture agreement, family settlement
agreement, agreement with media companies which are binding and not in the normal
course of business

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Deemed material events / information
• Fraud / defaults by promoter or KMP or by listed entity or arrest of KMP or
promoters (fraud by Directors not deemed to be material)
• Change in Directors, KMPs, Auditors and compliance officer
• Appointment or discontinuance of share transfer agent
• Corporate debt restructuring
• One time settlement with banks
• Reference to BIFR and winding up filed by creditors
• Proceeding of AGM / EGMs
• Amendments to memorandum and articles
• Schedule of Analyst or Institutional investors meets, presentations on
financial results

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Outcome of meetings of Board of Directors
• Within 30 minutes of the closure of the meetings the following outcomes are to
be disclosed
• Dividends / cash bonuses
• Cancellation of dividends with reasons thereof
• Buy-back
• Fundraising proposals
• Bonus issue
• Reissue of forfeited shares or securities
• Particulars of alterations of capital including calls
• Financial results
• Voluntary delisting

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Events for disclosure on application of guidelines
• Para B – events which shall be disclosed upon application of the
guidelines for materiality referred sub-regulation (4) Regulation 30 –
mostly these are operational events
• commencement or postponement of commercial production
• Change in general character of business, capacity addition or product launch, award
or termination of orders / contracts, agreements which are binding and not in
normal course of business
• Capacity addition or product launch
• Awarding / bagging new contracts not in the normal course of business
• Disruption of operations due to natural calamities, strikes / lockouts etc
• Litigation / disputes with their impact
• Impact due to change in regulatory frame work Litigations / disputes with impact
• Fraud / defaults etc by directors (other than KMPs) or employees

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Event / information other than para A or B
• Any major development that is likely to affect business such as
• Emergence of new technologies
• Expiry of patents
• Change of accounting policy that may have significant impact
• Without prejudice to any of the above listed entity may make
disclosure of events as specified by the SEBI from time to time

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31 Shareholding pattern
• Listed entities shall submit to the stock exchanges a statement
showing holding of securities and shareholding pattern separately for
each class of security in the format specified within the following
timelines
• One day prior to the listing of securities
• On a quarterly basis, within 21 days from the end of each quarter
• Within 10 days of any capital restructuring resulting in a change exceeding 2%
of the total paid-up share capital
• Hundred percent shareholding of promoter and promoter group shall
be in demat form
• At least fifty percent of non-promoter holding shall be in demat form

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Manner of representation of holding of specified
securities - SEBI Circular dated November 30, 2015
• Holding shall be divided into three categories viz;
• Promoter and Promoter group
• Public and
• Non-Promoter Non Public
• Shareholding of promoter and promoter group must be accompanied with
PAN number (first holder in case of joint holding)
• Stock exchanges to ensure that PAN numbers are not disclosed on their
websites
• To be consolidated on the basis of PAN to avoid multiple disclosures
• In case of Depository Receipts the same are to be shown under public
provided the DRs are listed on a overseas exchange and they have the right
to issue voting instruction

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Manner of representation of holding of specified
securities - SEBI Circular dated November 30, 2015
• In case they don’t have the right to issue voting instruction they have
to be shown under non-promoter non-public category
• If the DRs are held by the person by promoter or promoter group the
same are to be shown accordingly
• Shares held by employee benefit trusts are to be shown under non-
promoter non-public category

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31A Reclassification as promoter
• Stock exchanges may allow such modification upon receipt of request
from the listed entity or concerned shareholders
• In case of transfer / transmission of securities the inheritor shall be
classified as promoter
• When a new promoter replaces the existing promoter subsequent to
an open offer, reclassification is permitted subject to shareholder
approval and compliance with conditions

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32 statement of deviations or variations
• For public issues, right issues and preferential issues, listed entity shall
submit following statements on quarterly basis
• Indicating deviations, if any, in the use of proceeds from the objects stated
in the offer documents
• Indicating category wise variation (capital expenditure, sales, working
capital etc) between project utilisation funds and projections given in the
offer documents
• The statements shall be filed till such time the issue proceeds are fully
utilised
• Where the entity appoints a monitoring agency to monitor utilisation of
funds, the monitoring report of such agency shall be placed before the
audit committee

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33 Financial Results
• Financial results shall be prepared based on accrual accounting policy
with uniform accounting practices
• Quarterly and year to date results shall be prepared in accordance
with the recognition and measurement principles laid down under AS
25 and 31 (Interim Financial Reporting)
• Limited review or audit reports submitted to the exchanges on
quarterly or annual basis are to be given only by an auditor who has
subjected himself to the and holds a valid certificate issued by peer
review board of ICAI
• Listed entity shall make disclosures specified in Part A of Schedule IV

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Approval and Authentication
• Quarterly results submitted shall be approved by the Board of directors
• While placing the results before the Board, the CEO and CFO shall give a
certificate stating that the financial results
• do not contain any false or misleading statement or figures and
• do not omit any material fact which may make the statements or figures contained
therein misleading
• The financial results shall be signed by the chairperson, or MD or WTD or
any director duly authorised
• Financial results shall be approved by the board of directors at its meeting
(no committee of the Board or by circular resolution can approve)

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Submission of financial results to exchanges
• Financial results shall be submitted quarterly and year-to-date within
45 days of the end of each quarter other than the last quarter
• In case the listed entity has subsidiaries, the listed entity in addition
to the above, may also submit quarterly / year-to-date consolidated
financial results subject to the following
• Intimate the exchanges in advance that it shall also submit consolidated
results but this option shall not be changed during the financial year
• In case it changes the option next year it has to furnish comparable figures for
the previous year

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Financial results to exchanges contd….
• Quarterly and year-to-date financial results may be audited or un-audited subject
to the following
• Unaudited results shall be accompanied by a limited review by the statutory auditors
• Public sector undertakings any practicing chartered accountant
• In case opted for audited results they shall be accompanied by the audit report
• Shall submit annual audited standalone financial results within 60 days from the
end of the financial year, along with the audit report
• For audit reports with unmodified opinion the listed entity shall furnish a
declaration to that effect , while submitting the annual audited financial results
• For audit reports with modified opinion a statement showing impact of audit
qualifications shall be filed with the stock exchanges in the specified format
• A statement of assets and liabilities as a part of financial results, shall be
submitted as at the end of the half year

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37 Scheme of Arrangement
• Before filing the draft scheme of arrangement before any Court or
Tribunal, it shall be filed with the stock exchanges
• An observation letter or no-objection letter shall be obtained before
filing such draft scheme
• such observation letter or no-objection letter shall be placed before
the Court or Tribunal at the time of seeking approval of the scheme of
arrangement
• The observation or no-objection letter shall be valid for a period of 6
months from the date of issuance within which the draft scheme of
arrangement shall be submitted to the Court or Tribunal

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40 Transfer or Transmission of Securities
• The Board may delegate the power of transfer of securities to a committee or to a
compliance officer or to the share transfer agent
• Such delegated authority shall attend to share transfer formalities once in a fortnight and
shall report on the same to the Board
• On receipt of proper documentation the transfer is to be effected or issue any valid
objection or intimation within a period of 15 days from the date of receipt of request
• Transmission requests are to be processed within a period of 7 days in case of demat
mode and 21 days in case of physical mode
• When the transfer is restricted by any statutory prohibition or any attachment or
prohibitory order of a competent authority, no effect to transfer request to be given
• No effect to register of transfer shall be given where in the transferor objects, provided
he provides within 60 working days of raising objection of a prohibitory order of a court
of competent jurisdiction
• Procedural requirements are specified in Schedule VII

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40 Transfer or Transmission of Securities
• Where the transfer was not effected within 15 days or not communicated to the transferee any
valid objection, the aggrieved party shall be compensated for the opportunity losses caused
during the period of delay
• The aggrieved party shall also be provided with all corporate benefits
• Within one month of the end of each half of the financial year, a PCS certificate is to be produced,
certifying that all certificate have been issued within 30 days of the date of lodgement for
transfer, sub-division, consolidation, renewal, exchange or endorsement of calls / allotment
monies
• such certificate shall be filed with the exchanges simultaneously
• These provisions shall also apply to name deletion, transmission and transposition of securities
• The entity shall comply with all procedural requirements as specified in Schedule VII
• Certificate from PCS within one month of the end of each half of the financial year, certifying that
all certificates have been issued within thirty days of lodgements for transfer, sub-division,
consolidation, renewal etc

75
42 Record Date
• At least 7 working days notice (date of intimation and record date are
to be excluded) shall be given to stock exchanges of record date,
specifying the purpose of record date
• Declare or recommend Dividend and / or bonuses at least five
working days (date of intimation and record date are to be excluded)
before the record fixed for this purpose.
• There should be at least 30 days gap between two record dates

76
43 Dividend
• Dividend shall be declared and disclosed on per share basis only
• Top 500 listed entities shall formulate a dividend distribution policy
which shall be disclosed in the annual reports and on the website of
the listed entity

77
45 Change of name (new)
• Change of name is permitted subject to compliance with the following conditions
• At least one year elapsed from the last name change
• At least 50% of total revenue in the preceding one year period has been accounted for by the
new activity suggested by the new name
• Amount invested in the new activity/ project Is at least 50% of the assets of the listed entity
• In case activities of the listed entity are changed which are not reflected in its
name, it shall change its name within a period of 6 months from the change of
activities
• Once above conditions are satisfied, the change of name application to be moved
to ROC for name availability
• On receipt of name availability before filing request for change, stock exchange
approval shall be sought with a certificate from a Chartered Accountant stating
the compliance of the above conditions

78
Obligations of an entity listed its non-
convertible debt securities / preference
shares - chapter – V

79
To comply with
• In case of non-convertible debt securities or non-convertible
redeemable preference shares or both following to be complied
with:
• Chapter V (containing regulations 49 to 62)
• Part B of Schedule III pertaining to disclosure of information having bearing
on performance / operation of listed entity
• Para A of Schedule V – additional disclosures in Annual Report relating to
Related party disclosures

80
50 Intimation to Exchanges
• Prior intimation of at least 11 working days, shall be given to the exchanges
about the date on and from which interest and redemption proceeds shall
be payable
• Prior to issuance of such securities through public issue or private
placement, intimation shall be given to the exchanges
• Above intimation may be given prior to the meeting of the board where in
the proposal for issuance of such securities is considered
• At least 2 working days notice (excluding the date of the intimation and
date of the meeting) about the board meeting shall be given, at which
declaration of issue of non-convertible debt securities or any other matter
affecting the rights or interests of holders is proposed to be considered

81
51 Disclosure of price sensitive information
• Price sensitive information or any action that affect payment of
interest or dividend shall be promptly intimated to exchanges
• “price sensitive information” means – any information or action that
affect payment of interest or dividend
• “promptly inform” means – as soon as practically possible, without
any delay and before providing the same to any third party
• Debt listed entities shall make disclosures specified in Part B of
Schedule III

82
52 Financial results
• Unaudited or audited financial results on a half yearly basis shall be
submitted to exchanges within 45 days from the end of the half year
• Unaudited financial results shall be accompanied by a limited review
report prepared by the statutory auditors
• Such limited review shall be prepared by statutory auditors and by a
practising Chartered Accountant in case of a public sector undertaking
• Audited results shall be submitted within 60 days from the end of the
financial year and in such case un-audited financial results for the last
half year need not be submitted to stock exchanges
• An advance intimation in regard to the above to be given to the stock
exchanges
83
• In case the listed entity opts to submit un-audited results for the last
half year, it shall also submit audited financial results for the entire
financial year as soon as they are approved by the board
• Modified opinion in the audit report that have bearing on the interest
and dividend payment shall be appropriately and adequately
addressed by the Board of directors while publishing the results
• Half yearly results shall be taken on record by the board of directors
and signed by the MD / executive director (only Board to take on
record not any Committee)

84
• For audit reports with unmodified opinion a declaration to that effect shall be submitted
• For audit reports with modified opinion a statement showing impact of audit
qualifications shall be filed as per the prescribed format
• While submitting above information to exchanges, a certificate signed by the debenture
trustees that it has taken note of the contents shall also be submitted to the exchanges
• Within 2 calendar days of the conclusion of the board meeting the financial results shall
be published
• Listed entity while submitting half yearly / annual financial results shall disclose
information relating to
• credit rating, asset cover, debt-equity ratio, debt and interest service coverage ratios, net worth,
net profit after tax, earning per share etc
• Previous dates of payment of interest and status of payment
• Next date of payment of interest, redemption and dividend amounts

85
54 & 55 Asset cover & Credit rating
• An asset cover of hundred percent sufficient to discharge the
principal amount at all times for the secured non-convertible debt
securities issued, shall be maintained
• Disclosures shall be made to the exchanges in quarterly, half-yearly
and annual financial statements the extent and nature of security
created and maintained
• The credit rating obtained shall be reviewed at least once a year by a
credit rating agency registered by SEBI

86
56 Documents & intimation to debenture trustees
• Following documents shall be forwarded to the debenture trustees
• Copy of annual report at the same time as it is issued along with a copy of
certificate from auditors in respect of utilisation of funds during the
implementation of projects for which the funds were raised
• All notices, resolutions and circulars for new issue of non convertible debt
securities and the meetings of holders of such securities
• Intimations regarding revision in credit rating, default in timely payment of
interest, redemption or both
• Failure to create charge on assets
• Half yearly certificate regarding maintenance of hundred percent asset cover
by a PCS or CA along with half yearly financial results
87
57 Other submissions to stock exchanges
• A certificate shall be submitted to the stock exchanges within 2 days,
of interest or principal or both becoming due, that the payments have
been made
• An undertaking shall be provided to the stock exchanges on an annual
basis, stating that all documents and intimations required to be
submitted to the debenture trustees under SEBI (issue and listing of
debt securities) Regulations, 2008, have been complied with (new)

88
60 Record date
• Record date shall be fixed for the purposes of payment of interest,
dividend and payment of redemption or repayment amount or for
such other purposes specified by stock exchanges
• An advance notice of at least seven working days (excluding the date
of intimation and the record date) of the record date shall be given

89
62 website (new)
• Maintenance of functional website is • Revision of credit rating assigned to debt
securities
mandatory • All information and reports including
• Listed entity shall maintain a compliance reports filed with stock exchanges
functional website containing the • Information with respect to
following information
• Details of business • Listed entity to issue a press release
• Financial information – financial statements with respect to the above events
• Contact information – investor grievances
• E-mail address for investor grievance redressal
• Ensure contents of website are
• Name of debenture trustees correct and updated from time to
• Information, reports, notices, call letters, time. No time line is given here. In
circulars, proceedings etc case of equity listing to be updated in
• Default in payment of interest or redemption two working days
amount
• Failure to create charge on assets
90
Thank You!

91

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“Critical Issues in SEBI Listing

S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

Came into force 90

Listing Regulations Regulations have

Consolidated & Streamlined the provisions of various Listing

Listing regulations have been sub-divided into two parts viz;

• substantive provisions incorporated in the main body of the regulations and

S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

Usage of Listed Entity

• Event based Compliances

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Appointment of Compliance Officer

• Appointment of Share transfer Agent / Category II share transfer

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Within 15 days from closure of quarter file quarterly compliance report on

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Compliance report on Corporate Governance within six months from

• Submit annual report to the exchanges within 21 working days of it

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

issuing Securities • Intimation of Record Date

• Disclosure of events / information • Declaration of Dividend

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Intimation to Stock Exchanges

• Filings with Stock Exchanges

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

• Risk Management Committee

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• At some places only it was mentioned “number of days”

• At some places it was mentioned to “exclude the date of intimation

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• existing listed entities as on the date of the notification, to sign such

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• These Governing principles are applicable to all listed entities

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

S.SUDHAKAR, VICE-PRESIDENT (CORPORATE SECRETARIAL)

• Senior executives may be members of the committee

• Chairperson shall be a member of the Board

• Board shall define the role of the Committee

• Applicable to top 100 entities based on market capitalisation